EXHIBIT 10.17
FIRST AMENDMENT TO BLUE RHINO CORPORATION
SHAREHOLDERS' AGREEMENT
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THIS FIRST AMENDMENT is dated as of October 11, 1995 by BLUE RHINO
CORPORATION, a Delaware corporation (the "Corporation") and the persons listed
on Schedule 1 attached hereto are consenting and agreeing to this Second
Amendment under separate consents ("Consenting Investors").
W I T N E S S E T H:
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WHEREAS, the Corporation, Investors and the Management Stockholders have
heretofore entered into a Shareholders' Agreement dated as of December 1, 1994;
WHEREAS, pursuant to Section 12 of the Shareholders' Agreement the Series A
Preferred Stockholders have a right to first refusal to purchase any securities
offered by the Corporation;
WHEREAS, to induce the Additional Investors to purchase units consisting of
a 10.5% Senior Discount Note and Warrant to purchase the Corporation's Common
Stock (the "Units") pursuant to a Unit Purchase Agreement between the
Corporation and the Additional Investors of even date herewith (the "Unit
Purchase Agreement") the Corporation deems it desirable to amend the
Shareholders' Agreement to delete Section 12;
WHEREAS, pursuant to Section 18 of the Shareholders' Agreement, the
Corporation may amend the Shareholders' Agreement with the consent of the Holder
or Holders of two-thirds of the Corporation's issued an outstanding Series A
Preferred Securities;
WHEREAS, the Consenting Investors, holding in excess of two-thirds of the
total outstanding Series A Preferred Shares have consented to this First
Amendment in writing.
AGREEMENTS
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In consideration of the promises and the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. The Shareholders' Agreement is amended as provided herein.
2. Section 12 concerning rights of first refusal is hereby deleted from
the Shareholders' Agreement.
3. The First Amendment is subject to receipt of the consent of the
Consenting Investors listed on Schedule 1 attached hereto.
The undersigned has executed this First Amendment to Shareholders'
Agreement in the date first set forth above.
BLUE RHINO CORPORATION
By_/s/ Xxxxx Prim___________________
Xxxxx Xxxx, Chief Executive
Officer
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SCHEDULE 1
Consenting Investors
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Plantinum Venture Partners, I, L.P.
Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Xxxxx Xxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Steel & Xxxxxxxx Xxxxx JTWROS
Xxxxxx X. Xxxxxxxxx
Xxx Xxxxxx
Xxx Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxx Xxxxxxx, Xx.
Xxxxx Xxxxxxx, Xx.
Xxxxxxx, Inc. (c/o Xxxxx Xxxxxxxx)
Xxxxx Xxxx Xxxx
Xxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxxxx
Xxxx Xxxxxx Bank Custodian FBO Xxxxxx Xxxxx XXX #8417
Xxxxxxxx Capital Management
Xxxxx X. Xxxxxxxx Testamentary Trust
Xxxxx Xxxx
Xxxxxxxx Family Discretionary Trust (c/o Xxxxx Xxxxxxxxxx)
Xxxxxx X. Xxxxxxx & Xxxxx Xxxxxxxxxx-Xxxxxxx JTWROS
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