Pledge Agreement Dated 6/30/00

EXHIBIT 10.1(g)


PLEDGE AGREEMENT


THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 30, 2000, by BLUE RHINO CORPORATION, a Delaware corporation (the "Pledgor") to BANK OF AMERICA, N.A., a national banking association (the "Bank").


W I T N E S S E T H:


WHEREAS, the Pledgor is presently a member of R4 Technical Center-North Carolina, LLC, a Delaware limited liability company (the "Company"), Pledgor's membership interest being forty-nine percent (49%) of the total membership interests in the Company; and


WHEREAS, the Company is indebted to the Bank for and on account of that certain Second Amended and Restated Loan Agreement dated as of even date herewith (the "Loan Agreement"); and


WHEREAS, a condition of the Loan Agreement and the extensions of credit to the Pledgor thereunder is that the Borrower pledge its membership interest in the Company to the Bank as collateral security; and


WHEREAS, the Bank and the Pledgor wish to set forth their agreement with respect to the foregoing matters herein;


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Pledgor hereby agrees with the Bank as follows:


SECTION 1. Pledge. The Pledgor hereby pledges to the Bank, and grants to the Bank a security interest in, all of its right, title and interest in and to the following described collateral security (the "Pledged Collateral"):


All of the Pledgor's right, title and interest in R4 Technical
Center-North Carolina, LLC, including, without limitation, all of the
Pledgor's rights as a member thereof, whether such interest is held in
the Pledgor's name or in the name of any other entity in which the
Pledgor has any interest, including any legal, beneficial or equitable
interest of the Pledgor in such interest;


SECTION 2. Security for Obligations. This Agreement and the pledge and security interest granted by the Pledgor to the Bank hereunder secures the payment and performance of all obligations of the Pledgor now or hereafter existing under the Loan Agreement, whether for principal, interest, fees, expenses or otherwise, and all obligations of the Pledgor now or hereafter existing under this Agreement and any other security instruments (all such obligations of the Pledgor being the "Obligations").


2


SECTION 3. Transfer of Pledged Collateral. Any certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by the Bank and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Bank.


SECTION 4. Representations and Warranties. The Pledgor represents and warrants that:


(a) The Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any lien, security interest, option or other charge or encumbrance, except for the security interest created by this Agreement.


(b) The Pledgor has full power and authority to pledge all of its right, title and interest in and to the Pledged Collateral pursuant to this Agreement.


(c) The pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Collateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance created by the Pledgor (other than those in favor of the Bank) or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Collateral.


(d) This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms.


(e) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement or (ii) for the execution, delivery or performance of this Agreement by the Pledgor.


(f) The execution, delivery and performance of this Agreement will not violate any provision of any law or regulation presently in effect and applicable to Pledgor or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign of which the Pledgor is bound, or of any mortgage, indenture, lease contract, or agreement, to which the Pledgor is a party or which is binding upon the Pledgor or upon any of its assets, and will not result in the creation or imposition of any other lien, charge or encumbrance on or security interest in any of the assets of the Pledgor.


(g) There is no pending action or proceeding before any court, governmental agency or arbitrator against or directly involving the Pledgor, and to the best knowledge of the Pledgor, there is no threatened action or proceeding affecting the Pledgor before any court, governmental agency or arbitrator which, in any case, is likely to materially impair the Pledgor's ability to perform its obligations under this Agreement.


2 3


SECTION 5. Affirmative Covenants. The Pledgor covenants and agrees that, unless the Bank shall otherwise consent in writing:


(a) The Pledgor will own the Pledged Collateral free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever created by the Pledgor, except for the lien and security interest provided for hereby or those in favor of the Bank.


(b) The Pledgor will defend the Bank's position as pledgee of the Pledged Collateral against the claims and demands of all persons whomsoever.


SECTION 6. Negative Covenants. The Pledgor covenants and agrees that it will not, without the written consent of the Bank:


(a) Sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Collateral, nor will it create, incur or permit to exist any affirmative pledge, lien, mortgage, hypothecation, security interest, charge, option or any other affirmative encumbrance with respect to the Pledged Collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement or those in favor of the Bank.


(b) As a member of the Company, take or consent to any action by the Company or the managers thereof to sell, trade, convey, transfer, mortgage, encumber or pledge any of its personal or real property, including any fixtures or improvements, except for (i) any lien to the Bank, or (ii) any transaction affecting the Company's property occurring in the normal and ordinary course of the Company's business.


SECTION 7. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Bank may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Bank to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.


SECTION 8. Voting Rights; Interest, Etc.


(a) So long as no event of default or event which, with the giving of notice or the passage of time, or both, would become an event of default under the Obligations shall have occurred and not been waived by the Bank:


(i) The Pledgor shall be entitled to exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsiste ...