EXHIBIT 10.15
BLUE RHINO CORPORATION
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement")
is dated as of March 1, 1997 by and among BLUE RHINO CORPORATION, a Delaware
corporation (the "Corporation"), and the Persons listed on Schedule 1 attached
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hereto (collectively, the "Purchasers"). This Agreement amends and restates in
its entirety that certain Registration Rights Agreement dated December 1, 1994,
as amended.
RECITALS:
A. Purchasers have agreed to purchase shares of the Corporation's Series
A Convertible Participating Preferred Stock (the "Series A Preferred Shares"),
shares of the Corporation's Common Stock (the "Common Shares") and Warrants (the
"Warrants") pursuant to certain agreements that provide that the parties hereto
enter into this Agreement.
B. The Corporation deems it desirable to enter into this Agreement in
order to induce Purchasers to purchase the Series A Preferred Shares, the Common
Shares and the Warrants.
AGREEMENTS
In consideration of the premises and the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. As used in this Agreement.
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"Agreement" shall meant this Amended and Restated Registration Rights
Agreement.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, $0.001 par value per share, of the
Corporation.
"Common Shares" means the 2,000,000 shares of Common Stock purchased by
Platinum Propane Holding, L.L.C. pursuant to that certain Securities Purchase
Agreement dated March 1, 1997.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Person" means a natural person, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any
department, agency or political subdivision thereof.
"Public Offering" means any offering by the Corporation of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act or any comparable statement under any comparable federal
statute then in effect.
"Registrable Shares" means at any tune (i) any shares of Common Stock then
outstanding which were issued upon conversion of the Securities; (ii) any shares
of Common Stock then issuable upon conversion or exercise of the then
outstanding Securities; (iii) the Common Shares; (iv) any shares of Common Stock
then outstanding which were issued as, or were issued directly or indirectly
upon the conversion or exercise of other securities issued as, a dividend or
other distribution with respect or in replacement of any shares referred to in
(i), (ii) or (iii); and (v) any shares of Common Stock then issuable directly or
indirectly upon the conversion or exercise of other securities which were issued
as a dividend or other distribution with respect to or in replacement of any
shares referred to in (i), (ii) or (iii); provided, however, that Registrable
Shares shall not include any shares which have been registered pursuant to the
Securities Act or which have been sold to the public pursuant to Rule 144 of the
Commission under the Securities Act. For purposes of this Agreement, a person
will be deemed to be a holder of Registrable Shares whenever such person has the
then-existing right to acquire such Registrable Shares (by conversion or
otherwise), whether or not such acquisition actually has been effected.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities" means the Series A Preferred Shares, Common Shares and the
Warrants, collectively.
"Warrants" means the Warrants to purchase (i) 4,214,185 shares of Common
Stock at $0.0347037 per share, issued to certain investors on December 1, 1994,
(ii) 115,264 shares of Common Stock at $0.347037 per share, issued to ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") in connection with a bridge loan
in May 1995, (iii) 2,593,385 shares of Common Stock at $0.347037 per share
issued to Huizenga, Filipowski, Duchossois, Steele, and ▇▇▇▇▇ ▇. ▇▇▇▇ ("Prim")
in connection with their guarantee of loan to the Corporation in June 1995, (iv)
86,446 shares of Common Stock at $0.347037 per share issued to Platinum Venture
Partners I, L.P. in connection with a loan to the Corporation in May 1995, (v)
259,338 shares of Common Stock at $0.347037 per share issued to Platinum Venture
Partners I, L.P. in connection with the extension of the maturity on its loan to
the Corporation on August 14, 1995, (vi) 6,612,926 shares of Common Stock at
$0.347037 per share to be issued to the purchasers of the 10.5% Senior Discount
Notes and Warrants pursuant to that certain Unit Purchase Agreement dated
November 4, 1995 (the "Unit Purchase Agreement"), (vii) 960,000 shares of Common
Stock at $0.347037 per share issued to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and Peer ▇▇▇▇▇▇▇▇ or
their assigns pursuant to the Unit Purchase Agreement, (viii) 1,502,745 shares
of Common Stock at $0.50 per share issued to ▇▇▇▇/Forseyth L.P. upon the
extension of lease financing to the Corporation, and (ix) 1,500,000
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shares of Common Stock at $0.50 per share issued to Platinum Propane Holding,
L.L.C. pursuant to that certain Securities Purchase Agreement dated March 1,
1997.
2. Demand Registration.
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2.1 Requests for Registration. Subject to the terms of this
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Agreement, the holders of at least 51% of the then outstanding Registrable
Shares may, at any time request registration under the Securities Act of
all or part of their Registrable Shares on Form S-1 or any similar long-
form registration ("Long-Form Registrations") or, if available, on Form S-2
or S-3 or any similar short-form registration ("Short-Form Registrations").
Within 10 days after receipt of any request pursuant to this Section 2.1,
the Corporation will give written notice of such request to all other
holders of Registrable Shares and will include in such registration all
Registrable Shares with respect to which the Corporation has received
written requests for inclusion within 15 days after delivery of the
Corporation's notice. All registrations requested pursuant to this Section
2.1 are referred to herein as "Demand Registrations."
2.2 Long-Form Registrations. The holders of the Registrable Shares
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will be entitled to request two Long-Form Registrations in which the
Corporation will pay all Registration Expenses (as defined in Section 6
below). A registration will not count as one of the permitted Long-Form
Registrations until it has become effective (unless such Long-Form
Registration has not become effective due solely to the fault of the
holders requesting such registration), and the second or any subsequent
Long-Form Registration will not count as one of the permitted Long-Form
Registrations unless the holders of the Registrable Shares are able to
register and sell at least 90% of the Registrable Shares requested to be
included in such registration; provided however, that in any event the
Corporation will pay all Registration Expenses in connection with any
registration initiated as a Long-Form Registration.
2.3 Short-Form Registrations. In addition to the Long-Form
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Registrations provided pursuant to Section 2.2 above, the holders of
Registrable Shares will be entitled to request an unlimited number of
Short-Form Registrations in which the Company will pay all Registration
Expenses. Demand Registrations will be Short-Form Registrations whenever
the Corporation is permitted to use any applicable short form. Once the
Corporation has become subject to the reporting requirements of the
Exchange Act, the Corporation will use its best efforts to make Short-Form
Registrations available for the sale of Registrable Shares.
2.4 Priority. The Corporation will not include in any Demand
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Registration any securities which are not Registrable Shares without the
written consent of the holders of at least 51% of the Registrable Shares
included in such Demand Registration. If other securities are permitted to
be included in a Demand Registration which is an underwritten offering and
the managing underwriters advise the Corporation in writing that in their
opinion the number of Registrable Shares and other securities requested to
be included
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exceeds the number of Registrable Shares and other securities which can be
sold in such offering, the Corporation will include in such registration,
first, the Registrable Shares requested to be included in such Demand
Registration, pro rata among the holders of such securities on the basis of
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the number of Registrable Shares which are owned by such holders, and
second, other securities to be included in such Demand Registration.
2.5 Restrictions. The Corporation will not be obligated to effect
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any Long Form Registration within nine months after the effective date of a
previous Long-Form Registration. The Corporation may postpone for up to
three months the filing or the effectiveness of a registration statement
for a Demand Registration if the Corporation reasonably believes that such
Demand Registration would have an adverse effect on any proposal or plan by
the Corporation or any of its subsidiaries to engage in any acquisition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other significant transaction.
2.6 Selection of Underwriters. The holders of at least 51% of the
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Registrable Shares included in any Demand Registration shall have the right
to select the investment banker(s) and manager(s) to administer the
offering, subject to the Corporation's approval which will not be
unreasonably withheld.
2.7 Preemption. The Corporation will have the right to preempt any
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Long Form Registration with a primary registration by delivering written
notice of such intention to the holders of Registrable Shares who have
requested such Long-Form Registration within fifteen (15) days after the
Corporation has received a request for such registration. In the ensuing
primary registration, the holders of Registrable Shares will have such
piggyback registration rights as are set forth in Section 3 hereof. Upon
the Corporation's preemption of a requested Long-Form Registration, such
requested registration will not count as one of the permitted Long-Form
Registrations.
3. Piggyback Registration.
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3.1 Right to Piggyback. Whenever the Corporation proposes to
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register any of its securities under the Securities Act (other than
pursuant to a Demand Registration hereunder) and the registration form to
be used may be used for the registration of any Registrable Shares (a
"Piggyback Registration"), the Corporation will give prompt written notice
to all holders of the Registrable Shares of its intention to effect such a
registration and will include in such registration all Registrable Shares
(in accordance with the priorities set forth in Sections 3.2 and 3.3 below)
with respect to which the Corporation has received written requests for
inclusion within 15 days after the delivery of the Corporation's notice.
3.2 Priority on Primary Registrations. If a Piggyback Registration
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is an underwritten primary registration on behalf of the Corporation and
the managing underwriters advise the Corporation in writing that in their
opinion the number of securities
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requested to be included in such registration exceeds the number which can
be sold in such offering, the Corporation will include in such registration
first, the securities that the Corporation proposes to sell, second, the
Registrable Shares requested to be included in such registration, pro rata
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among the holders of such Registrable Shares on the basis of the number of
shares which are owned by such holders, and third, other securities
requested to be included in such registration.
3.3 Priority on Secondary Registrations. If a Piggyback
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Registration is an underwritten secondary registration on behalf of holders
of the Corporation's securities and the managing underwriters advise the
Corporation in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can
be sold in such offering, the Corporation will include in such registration
first, the securities requested to be included therein by the holders
requesting such registration and the Registrable Shares requested to be
included in such registration, pro rata among the holders of such
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securities on the basis of the number of shares of Common Stock or
Registrable Shares which are owned by such holders, and second, other
securities requested to be included in such registration.
3.4 Other Registrations. If the Corporation has previously filed a
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registration statement with respect to Registrable Shares pursuant to
Section 2 or pursuant to this Section 3, and if such previous registration
has not been withdrawn or abandoned, the Corporation will not file or cause
to be effected any other registration of any of its equity securities or
securities convertible or exchangeable into or exercisable for its equity
securities under the Securities Act (except on Form S-8 or any successor
form), whether on its own behalf or at the request of any holder or holders
of such securities, until a period of at least 180 days has elapsed from
the effective date of such previous registration.
3.5 Selection of Underwriters. In connection with any Piggyback
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Registration, the holders of at least 51% of the Registrable Shares
requested to be registered shall have the right to select the managing
underwriters to administer any offering of the Corporation's securities in
which the Corporation does not participate, and the Corporation will have
such right in any offering in which it participates, provided that in
either case such managing underwriters shall be qualified nationally
recognized underwriters.
4. Holdback Agreements.
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4.1 Holders' Agreements. Each holder of Registrable Shares agrees
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not to effect any public sale or distribution of equity securities of the
Corporation, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven (7) days prior to, and
during the 120 days following, the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration in which
Registrable Shares are included (except as part of such underwritten
registration), unless the underwriters managing the registered public
offering otherwise agree.
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4.2 Corporation's Agreements. The Corporation agrees (i) not to
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effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to, and during the 120 days
following, the effective date of any underwritten Demand Registration or
any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any
successor form), unless the underwriters managing the registered public
offering otherwise agree and (ii) to cause each holder of at least 1% (on a
fully diluted basis) of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities to
agree not to effect any public sale or distribution of any such securities
during such period (except as part of such underwritten registration, if
otherwise permitted), unless the underwriters managing the registered
public offering otherwise agree.
5. Registration Procedures. Whenever the holders of Registrable Shares
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have requested that any Registrable Shares be registered pursuant to this
Agreement, the Corporation will use its best efforts to effect the registration
and sale of such Registrable Shares in accordance with the intended method of
disposition thereof and, pursuant thereto, the Corporation will as expeditiously
as possible:
(a) prepare and file with the Commission a registration statement
with respect to such Registrable Shares and use its best efforts to cause
such registration statement to become effective (provided that before
filing a registration statement or prospectus, or any amendments or
supplements thereto, the Corporation will furnish copies of all such
documents proposed to be filed to the counsel or counsels for the sellers
of the Registrable Shares covered by such registration statement);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus(es) used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not less than nine months and comply
with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period
in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Shares such number of
copies of such registration statement, each amendment and supplement
thereto, the prospectus(es) included in such registration statement
(including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Shares owned by such seller;
(d) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to
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enable such seller to consummate the disposition in such jurisdictions of
the Registrable Shares owned by such seller (provided that the Corporation
will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Shares, at any time when
a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Corporation will prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Shares, such prospectus will not contain any untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not
misleading;
(f) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Corporation
are then listed;
(g) provide a transfer agent and registrar for all such Registrable
Shares not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
holders of a majority of the Registrable Shares being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Shares (including, without limitation,
effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of Registrable
Shares, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Corporation,
and cause the Corporation's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement;
(j) advise each seller of such Registrable Shares, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding
for such purpose and promptly use all reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order
should be issued;
(k) at least 48 hours prior to the filing of any registration
statement or prospectus,
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or any amendment or supplement to such registration statement or
prospectus, furnish a copy thereof to each seller of such Registrable
Shares and refrain from filing any such registration statement, prospectus,
amendment or supplement to which counsel selected by the holders of a
majority of the Registrable Shares being registered shall have reasonably
objected on the grounds that such document does not comply in all material
respects with the requirements of the Securities Act or the rules and
regulations thereunder, unless, in the case of an amendment or supplement,
in the opinion of counsel for the Corporation the filing of such amendment
or supplement is reasonably necessary to protect the Corporation from any
liabilities under any applicable federal or state law and such filing will
not violate applicable laws; and
(l) at the request of any seller of such Registrable Shares in
connection with an underwritten offering, furnish on the date or dates
provided for in the underwriting agreement: (i) an opinion of counsel,
addressed to the underwriters and the sellers of Registrable Shares,
covering such matters as such underwriters and sellers may reasonably
request, including such matters as are customarily furnished in connection
with an underwritten offering; and (ii) a letter or letters from the
independent certified public accountants of the Corporation addressed to
the underwriters and the sellers of Registrable Shares, covering such
matters as such underwriters and sellers may reasonably request, in which
letter(s) such accountants shall state, without limiting the generality of
the foregoing, that they are independent certified public accountants
within the meaning of the Securities Act and that in their opinion the
financial statements and other financial data of the Corporation included
in the registration statement, the prospectus(es), or any amendment or
supplement thereto, comply in all material respects with the applicable
accounting requirements of the Securities Act.
6. Registration Expenses.
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6.1 Corporation's Expenses. All expenses incident to the
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Corporation's performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger
and delivery expenses, and fees and disbursements of counsel for the
Corporation and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other persons retained by the
Corporation (all such expenses being herein called "Registration
Expenses"), will be borne by the Corporation.
6.2 Holder's Expenses. Notwithstanding anything to the contrary
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contained herein, each holder of Registrable Shares will pay all attorney
fees and disbursements for counsel they retain in connection with the
registration of Registrable Shares, except that the Corporation will
reimburse the holders of Registrable Shares for the reasonable fees and
disbursements of one counsel chosen by the holders of at least 51% of such
Registrable Shares in connection with a Demand Registration.
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7. Indemnification.
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7.1 By the Corporation. The Corporation agrees to indemnify, to
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the extent permitted by law, each holder of Registrable Shares, its
officers and directors and each person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including without limitation, attorney's fees)
caused by any untrue or alleged untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus, or any
amendment thereof or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the
Corporation by such holder expressly for use therein or by such holder's
failure to deliver a copy of the registration statement or prospectus or
any amendments or supplements thereto after the Corporation has furnished
such holder with a sufficient number of copies of the same. In connection
with an underwritten offering, the Corporation will indemnify such
underwriters, their officers and directors and each person who controls
such underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the holders
of Registrable Shares. The payments required by this Section 7.1 will be
made periodically during the course of the investigation or defense, as and
when bills are received or expenses incurred.
7.2 By Each Holder. In connection with any registration statement
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in which a holder of Registrable Shares is participating, each such holder
will furnish to the Corporation in writing such information and affidavits
as the Corporation reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law,
will indemnify the Corporation, its directors and officers and each person
who controls the Corporation (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting
from any untrue or alleged untrue statement of material fact contained in
the registration statement, prospectus or preliminary prospectus, or any
amendment thereof or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such holder; provided that the
obligation to indemnify will be several, not joint and several, among such
holders of Registrable Shares and the liability of each such holder of
Registrable' Shares will be in proportion to and limited to the net amount
received by such holder from the sale of Registrable Shares pursuant to
such registration statement.
7.3 Procedure. Any person entitled to indemnification hereunder
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will (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with
counsel
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reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability for
any settlement made by the indemnified party without its consent (but such
consent will not be unreasonably withheld). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
7.4 Survival. The indemnification provided for under this
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Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling person of such indemnified party and will survive
the transfer of securities. The Corporation also agrees to make such
provisions as are reasonably requested by any indemnified party for
contribution to such party in the event the Corporation's indemnification
is unavailable for any reason.
8. Compliance with Rule 144. In the event that the Corporation (a)
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registers a class of securities under Section 12 of the Exchange Act or (b)
commences to file reports under Section 13 or 15(d) of the Exchange Act, then at
the request of any holder who proposes to sell securities in compliance with
Rule 144 of the Commission, the Corporation will (i) forthwith furnish to such
holder a written statement of compliance with the filing requirements of the
Commission as set forth in Rule 144, as such rules may be amended from time to
time and (ii) make available to the public and such holders such information as
will enable the holders to make sales pursuant to Rule 144.
9. Participation in Underwritten Registrations. No person may
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participate in any registration hereunder which is underwritten unless such
person (a) agrees to sell its securities on the basis provided in any
underwriting arrangements approved by such person or persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, custody agreements, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
10. Miscellaneous.
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10.1 No Inconsistent Agreements. The Corporation will not hereafter
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enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the holders of Registrable Shares
in this Agreement.
10.2 Adjustments Affecting Registrable Shares. The Corporation will
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not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the holders of
Registrable Shares to include such Registrable Shares in a registration
undertaken pursuant to this Agreement or which Shares in any such would
adversely affect the marketability of such Registrable registration,
including, without limitation, effecting a stock split or combination of
shares.
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10.3 Amendments and Other Registration Rights. Except as provided
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in this Agreement, without the prior written consent of holders of at least
51% of the Registerable Shares, (a) this Agreement shall not be amended and
(b) the Corporation will not hereafter grant to any person or persons the
right to request the Corporation to register any equity securities of the
Corporation or any securities convertible or exchangeable into or
exercisable for such securities. The Corporation will not include in any
demand registration any securities which are not Registerable Shares (for
the purposes of Section 2) unless and until all Registerable Shares
requested to be registered have first been so included.
10.4 Successors and Assigns. Except as otherwise expressly provided
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herein, all covenants and, agreements contained in this Agreement by or on
behalf of any of the parties hereto will bind and inure to the benefit of
the respective successors and assigns of the parties hereto, whether so
expressed or not. In addition, and whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit
of the Purchasers or holders of Registrable Shares are also for the benefit
of, and enforceable by, any subsequent holders of such Registrable Shares.
10.5 Severability. Whenever possible, each provision of this
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Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
10.6 Descriptive Headings. The descriptive headings of this
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Agreement are inserted for convenience of reference only and do not
constitute a part of and shall not be utilized in interpreting this
Agreement.
10.7 Notices. Any notices required or permitted to be sent
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hereunder shall be delivered personally or mailed, certified mail, return
receipt requested, or delivered by overnight courier service to the
following addresses, or such other address as any party hereto designates
by written notice to the Corporation, and shall be deemed to have been
given upon delivery, if delivered personally, three days after mailing, if
mailed, or one business day after delivery to the courier, if delivered by
overnight courier service:
If to the Corporation, to:
Blue Rhino Corporation
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▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer
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with a copy to:
House Law Firm
P.O. Drawer 26015
Winston-Salem, North Carolina 27114-6015
Attention: Don R. House, Esq.
If to Purchasers, to:
Platinum Venture Partners I, L.P.
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
10.8 Governing Law. All questions concerning the construction,
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validity and interpretation of this Agreement, and the performance of the
obligations imposed by this Agreement, shall be governed by the laws of the
State of Delaware applicable to contracts made and wholly to be performed
in that state.
10.9 Final Agreement. This Agreement, together with the Securities
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Purchase Agreement and all other agreements entered into by the parties
hereto pursuant to the Securities Purchase Agreement, constitutes the
complete and final agreement of the parties concerning the matters referred
to herein, and supersedes all prior agreements and understandings.
10.10 Execution in Counterparts. This Agreement may be executed in
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any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and such counterparts together shall
constitute one instrument.
10.11 No Strict Construction. The language used in this Agreement
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will be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction will be used
against any party.
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The parties hereto have executed this Amended and Restated Registration
Rights Agreement on the date first set forth above.
BLUE RHINO CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer
PLATINUM PROPANE HOLDING, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager
▇▇▇▇▇▇▇▇ TECHNOLOGY/▇▇▇▇ PARTNERS
VENTURE LEASING, L.P.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, not personally but as attorney in fact
for the persons listed on Exhibit A hereto pursuant to
that certain power of attorney granted under the
Consent, Agreement and Waiver executed by each of
them.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Attorney in Fact
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