Ex-10.2 Guaranty dated July 29, 2003



 



Exhibit 10.2


GUARANTY


     THIS GUARANTY, made this 29th day of July, 2003, by BLUE RHINO
CORPORATION, a Delaware corporation (“Guarantor”), manager of PLATINUM PROPANE
OF LOS ANGELES, LLC, a California limited liability company, in favor of BR
PARTNERS THREE, LLC, an Indiana limited liability company (“Landlord”).


RECITALS


     A.     Landlord and PLATINUM PROPANE OF LOS ANGELES, LLC, a California limited
liability company (“Tenant”) have entered into a lease agreement dated October
21, 2003 (the “Lease”) wherein Tenant has leased real estate from Landlord
located in Riverside, California.


     B.     As partial consideration for the Lease, Landlord requires that
Guarantor guarantee the full performance of the Lease to be kept and performed
by Tenant, including the payment of all rentals and other charges to accrue
thereunder.


     NOW, THEREFORE, Guarantor covenants as follows:


     1.     Guaranty. The Guarantor, for itself and its successors and assigns,
guarantees the prompt payment when due, or whenever payment may become due
under the terms of the Lease, of all payments of rent, additional rent,
impositions, and all other charges, expenses and costs of every kind and
nature, which are or may be due now or in the future under the terms of the
Lease, any agreements or documents related to the Lease, or any other
transaction between the Landlord and the Tenant directly or indirectly related
to the Lease; and the complete and timely performance, satisfaction and
observance of the terms, covenants and conditions of the Lease, rules and


 






 


regulations and related obligations arising by reason of the Lease,
required to be performed, satisfied or observed by the Tenant.


     2.     Coverage of Guaranty. This guaranty extends to any and all liability
which the Tenant has or may have to the Landlord by reason of matters occurring
during the Lease Term (as defined in the Lease) and after the expiration of the
Lease Term by reason of removal of Tenant’s property, surrender of possession
or other matters. This guaranty extends to any successor of the Tenant, any
assignee or sublessee of the Tenant, to any extension or renewals of the Lease
Term, and to any term established by reason of the holdover of the Tenant, an
assignee or sublessee, all pursuant to the terms and conditions of the Lease.


     3.     Performance Guaranty. In the event that the Tenant fails to perform,
satisfy or observe the terms and conditions of the Lease, rules and
regulations, and related Lease obligations required to be performed, satisfied
or observed by the Tenant, the Guarantor will promptly and fully perform,
satisfy and observe the obligation or obligations in the place of the Tenant.
The Guarantor shall pay, reimburse and indemnify Landlord for any and all
damages, costs, expenses, losses and other liabilities, including reasonable
attorney fees, arising or resulting from the failure of the Tenant to perform,
satisfy or observe any of the terms and conditions of the Lease, rules and
regulations and related obligations.


     4.     Waiver of Notices. Without notice to or further assent from the
Guarantor, the Landlord may waive or modify any of the terms or conditions of
the Lease, any rules and regulations or related Tenant obligations; or
compromise, settle or extend the time of payment of any amount due from the
Tenant or the time of performance of any obligation of the Tenant. These
actions may be taken by the Landlord without discharging or otherwise affecting
the obligations of the Guarantor.


 






 


     5.     Unconditional Obligations. The liability of the Guarantor is direct,
immediate, absolute, continuing, unconditional and unlimited. The Landlord
shall not be required to pursue any remedies it may have against the Tenant or
against any collateral as a condition to enforcement of this guaranty. Nor
shall the Guarantor be discharged or released by reason of the discharge or
release of the Tenant for any reason, including a discharge in Bankruptcy,
receivership or other proceedings, a disaffirmation or rejection of the Lease
by a trustee, custodian, or other representative in Bankruptcy, a stay or other
enforcement restriction, or any other reduction, modification, impairment or
limitation of the liability of the Tenant or any remedy of the Landlord. The
Guarantor assumes all responsibility for being and keeping itself informed of
Tenant’s financial condition and assets, and of all other circumstances bearing
upon the risk of nonperformance by Tenant under the Lease. The Guarantor
agrees that Landlord shall have no duty to advise the Guarantor of information
known to it regarding such circumstances or risks.


     6.     Certificate of Existence. On ten (10) days written notice from
Landlord, Guarantor shall execute a certificate acknowledging and reaffirming
this Guaranty, its continued existence and that it remains binding and in full
force and effect.


     7.     Binding Effect. This guaranty is binding upon the Guarantor, its
successors and assigns, and is binding upon and shall inure to the benefit of
the Landlord, its successors and assigns. No assignment or delegation by the
Guarantor shall release the Guarantor of its obligations under this guaranty.
The term “Tenant” used in this guaranty includes also the first and any
successive assignee or sublessee of the Tenant.


     8.     Modifications. This guaranty may not be modified orally, but only by a
writing signed by both the Guarantor and the Landlord. Modifications include
any waiver, change, discharge, modification, or termination.


 






 


     IN WITNESS WHEREOF, the Guarantor has duly signed this guaranty on the
date stated above.



	 	 	 
	GUARANTOR:	 	
BLUE RHINO CORPORATION
	 	 	 
	 	 	
By: /s/ Mark Castaneda
	 	 	 
	 	 	
Printed: Mark Castaneda
	 	 	 
	 	 	
Its: Executive VP/CFO