ex102to8k01124_01292008.htm


    Exhibit
      10.2

     

    
      LIMITED
        GUARANTY

      


       

      THIS
        GUARANTY (this “Guaranty”) is made
        and entered into as of January [__], 2008 by Aurora Equity Partners III L.P.,
        a
        Delaware limited partnership (“AEP”), and
        Aurora
        Overseas Equity Partners III, L.P., a Delaware limited partnership (“AOEP”
and
        collectively with AEP, the “Guarantors”).

       

      RECITALS

       

      A.           NuCO2
        Acquisition Corp., a Delaware corporation (“Parent”), NuCO2
        Merger Co., a Florida corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and
        NuCO2 Inc., a Florida corporation (the “Company”), have
        entered into that certain Agreement and Plan of Merger dated as of even date
        herewith (as it may be amended from time to time, the “Merger
        Agreement”).  Capitalized terms used but not defined herein
        shall have the meanings assigned to such terms in the Merger
        Agreement.

       

      B.           It
        is a condition precedent to the entering into of the Merger Agreement that
        the
        Guarantors execute a guaranty of all of Merger Sub’s and the Parent’s
        obligations under the Merger Agreement.

       

      NOW,
        THEREFORE, in consideration of the above Recitals, which are incorporated
        into
        the Agreement below by reference as if fully set forth therein, and for other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged by the Guarantors, each of the Guarantors agrees with the Company
        as follows:

       

      AGREEMENT

       

      ARTICLE
        I

       

      REPRESENTATIONS
        AND
        WARRANTIES

       

      Each
        of
        the Guarantors, severally and not jointly, makes the following representations
        and warranties to and in favor of the Company with respect to itself (but
        not
        the other Guarantor), which shall be continuing representations and warranties
        so long as any Guarantied Obligations (as defined below) shall remain unpaid
        and
        unsatisfied:

       

      Section
        1.1.  Existence and
        Rights.  Such Guarantor is a limited partnership duly formed
        and validly existing under the laws of the jurisdiction of its
        formation.  Such Guarantor has the requisite power and authority,
        rights and franchises to own its property and to carry on its business as
        now
        carried on and is duly qualified and in good standing in each jurisdiction
        in
        which the property owned by it or the business conducted by it makes such
        qualification necessary, and such Guarantor has the power and authority to
        execute, deliver and perform this Guaranty.

       

      Section
        1.2.  Guaranty Authorized
        and
        Binding.  The execution, delivery and performance of this
        Guaranty by such Guarantor have been duly authorized by all requisite
limited
        partnership action and this Guaranty is a valid and legally binding obligation
        of such Guarantor enforceable in accordance with its terms, subject to
        bankruptcy, insolvency, reorganization, moratorium and to general principles
        of
        equity.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        1.3.  No
        Conflict.  The execution and delivery of this Guaranty by such
        Guarantor (a) are not, and the performance of this Guaranty by such Guarantor
        will not be, in contravention of, or in conflict with, or result in the default,
        require consent, or give rise to a right of termination or acceleration of
        any
        obligation under, any agreement, indenture or undertaking to which such
        Guarantor is a party or by which it or any of its property is or may be bound
        or
        affected, (b) do not, and will not, require the consent or approval of any
        Governmental Authority, (c) are not, and will not be, in contravention of,
        or in
        conflict with, any applicable Law binding on such Guarantor or any term or
        provision of such Guarantor’s limited partnership agreement or other
        organizational documents, and (d) do not, and will not, cause any security
        interest, lien or other encumbrance to be created or imposed upon any of
        such
        Guarantor’s assets or property.

       

      Section
        1.4.  Review
        of Documents.  Such Guarantor hereby acknowledges that it has
        copies of and is fully familiar with the Merger Agreement.

       

      Section
        1.5.  Financial
        Capacity.  Such Guarantor has the financial capacity to pay and
        perform its obligations under this Guaranty in full, and all funds necessary
        for
        such Guarantor to fulfill its obligations under this Guaranty in full shall
        be
        available to such Guarantor for so long as this Guaranty shall remain in
        effect
        in accordance with Section 2.2.

       

      ARTICLE
        II

       

      GUARANTY

       

      Section
        2.1.  Guaranty.

       

      (a)           Subject
        to the limitations set forth in Section 2.1(b), each Guarantor hereby absolutely
        unconditionally and irrevocably guaranties to the Company the prompt payment
        (on
        demand and in lawful money of the United States) and performance of such
        Guarantor’s Pro Rata Portion (as defined below) of the Guarantied Obligations
        (as defined below).  The term “Guarantied
        Obligations” as used herein means all obligations of Merger Sub or Parent
        under the Merger Agreement, subject to the terms and conditions set forth
        therein (as such provisions may be amended or waived by Merger Sub, Parent
        and
        the Company from time to time).  Notwithstanding any other provision
        of this Guaranty, payment by any Guarantor hereunder will be due on the 15th
        Business Day
        after the date on which the Company notifies such Guarantor that Merger Sub
        or
        Parent has failed to pay the Guarantied Obligations when due in accordance
        with
        the terms of the Merger Agreement and that the Company is requesting payment
        from such Guarantor.

       

      (b)           The
        guaranties and obligations of the Guarantors shall be several and not joint,
        which shall mean that a Guarantor shall be liable to the Company only to
        the
        extent of such Guarantor’s Pro Rata Portion of the Guarantied
        Obligations.  In addition, in no event shall the Guarantors be
        obligated to make payments to the Company with respect to this Guaranty that
        exceed
        $35,000,000 in the aggregate (the “Maximum Amount”), it
        being understood that this Guaranty may not be enforced against the Guarantors
        without giving effect to the Maximum Amount.  The Company hereby
        agrees that in no event shall the Guarantors be required to pay to the Company
        under, in respect of, or in connection with this Guaranty or the Merger
        Agreement other than as expressly set forth herein.  The term “Pro Rata Portion”
as
        used herein means (i) with respect to AEP, 98.8864% and (ii) with respect
        to
        AOEP, 1.1136%.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           Notwithstanding
        the foregoing, in the event that the Company, directly or indirectly, claims,
        attempts, commences litigation or other proceedings in order to assert, asserts,
        demands or otherwise seeks to claim that the provisions of Section 2.1 hereof
        limiting the Guarantors’ liability to the Maximum Amount or that any other
        provisions of this Guaranty are illegal, invalid or unenforceable in whole
        or in
        part, or attesting any theory of liability against the Guarantors or any
        Affiliates of Guarantors with respect to the transactions contemplated by
        the
        Merger Agreement other than liability of the Guarantors under this Guaranty
        (as
        limited by the provisions of Section 2), then (i) the obligations of the
        Guarantors under this Guaranty shall terminate ab initio
        and shall thereupon be null
        and void, (ii) if the Guarantors have previously made any payments under
        this
        Guaranty, they shall be entitled to recover such payments from the Company
        and
        (iii) none of the Guarantors and any Non-Recourse Parties (as defined below)
        shall have any liability to the Company or any of its Affiliates with respect
        to
        the Merger Agreement, the Equity Commitment Letter (as defined below), the
        transactions contemplated by the Merger Agreement or under this
        Guaranty.

       

      Section
        2.2.  Continuing
        Guaranty.  This is a continuing guaranty of the Guarantied
        Obligations and shall remain in full force and effect until the earlier to
        occur
        of (a) the indefeasible payment and performance in full of the Guarantied
        Obligations, (b) the termination of the Merger Agreement by Parent, Merger
        Sub
        or the Company, in either such case in accordance with its terms, and only
        if
        neither Merger Sub nor the Parent has any liability or financial obligation
        to
        the Company that survives such termination or (c) consummation of the
        Closing.  Upon termination of the Merger Agreement in accordance with
        its terms, and only if neither Merger Sub nor Parent has any liability or
        financial obligation to the Company that survives such termination, or upon
        consummation of the Closing, this Guaranty shall automatically become void
        and
        neither Guarantor shall thereafter have any liability arising
        hereunder.  Each Guarantor understands and agrees that, subject to the
        immediately preceding two sentences, this Guaranty shall be binding upon
        the
        Guarantor and its successors and assigns, shall be construed as an absolute,
        irrevocable and continuing guaranty of payment and performance and shall
        be
        enforceable by the Company and its successors, transferees and assigns, subject
        to the terms set forth herein.  Each Guarantor authorizes Merger Sub,
        Parent and the Company without notice or demand and without affecting such
        Guarantor’s liability hereunder, from time to time to make any change to the
        terms of the Merger Agreement or in any other term of all or any of the
        Guarantied Obligations, or any other amendment or waiver of or any consent
        to
        departure from the Merger Agreement or any of the documents executed in
        connection therewith.

       

      Section
        2.3.  Nature
        of Guaranty.  In the event that any payment to the Company
        hereunder is rescinded or must otherwise be returned for any reason whatsoever,
        the Guarantors shall remain liable hereunder with respect to the Guarantied
        Obligations as if such payment had not
        been
        made; provided that this Section 2.3 shall not apply to any such rescission
        or
        return by reason of the insolvency, bankruptcy or reorganization of Merger
        Sub
        or Parent, which shall be covered by Section 2.5 below.  A separate
        action or separate actions under this Guaranty may be brought and prosecuted
        against either Guarantor whether or not any action is brought or prosecuted
        against Merger Sub, Parent, the other Guarantor or any other person or whether
        Merger Sub, Parent, the other Guarantor or any other person is joined in
        any
        such action or actions.  Any circumstance which operates to toll any
        statute of limitations applicable to Merger Sub or Parent shall also operate
        to
        toll the statute of limitations applicable to Guarantor.  This
        Guaranty is an unconditional guarantee of payment and not of
        collection.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        2.4.  Waivers.  Each
        Guarantor hereby waives the right to require the Company to proceed against
        Merger Sub, Parent, the other Guarantor or any other person liable on the
        Guarantied Obligations or to pursue any other remedy in the Company’s power
        whatsoever, and each Guarantor waives the right to have the proceeds of property
        of Merger Sub, Parent, the other Guarantor or any other person liable on
        the
        Guarantied Obligations first applied to the discharge of the Guarantied
        Obligations.  When making any demand on a Guarantor hereunder against
        the Guarantied Obligations, the Company may, but shall be under no obligation
        to, make a similar demand on Merger Sub, Parent or the other Guarantor, and
        any
        failure by the Company to make any such demand or to collect any payments
        from
        Merger Sub, Parent or the other Guarantor shall not relieve such Guarantor
        of
        its obligations or liabilities hereunder.  The Company may, at its
        election, exercise any right or remedy it may have against Merger Sub, Parent,
        a
        Guarantor or any other person without affecting or impairing in any way the
        liability of the other Guarantor hereunder, except to the extent the Guarantied
        Obligations have been indefeasibly paid, and each Guarantor waives any defense
        arising out of the absence, impairment or loss of any right of reimbursement
        or
        subrogation or any other right or remedy of such Guarantor against Merger
        Sub or
        Parent, whether resulting from such election by the Company or
        otherwise.  Each Guarantor hereby waives, to the fullest extent
        permitted by law, all rights and benefits under any applicable law purporting
        to
        reduce a guarantor’s obligations in proportion to the obligation of the
        principal.  Each Guarantor hereby waives any defense based upon or
        arising by reason of: (a) any lack of authority of any officer, director or
        any other person acting or purporting to act on behalf of Merger Sub or Parent,
        or any defect in the formation of Merger Sub or Parent; (b) any act or
        omission by Merger Sub or Parent which directly or indirectly results in
        or aids
        the discharge of Merger Sub or Parent or any Guarantied Obligations by operation
        of law or otherwise; or (c) any modification of the Guarantied Obligations,
        in any form whatsoever, including, without limitation, the renewal, extension,
        acceleration or other change in time for payment or performance of the
        Guarantied Obligations, any waiver or modification of conditions precedent
        or
        any other change in the terms of the Guarantied Obligations or any part
        thereof.  Each Guarantor hereby waives all presentments, demands for
        performance, notices of nonperformance, protests, notices of protest, notices
        of
        dishonor and notices of acceptance of this Guaranty and of the existence,
        creation or incurring of new or additional obligations.  Each
        Guarantor assumes the responsibility for being and keeping itself informed
        of
        the financial condition of Merger Sub and Parent and of all other circumstances
        bearing upon the risk of nonpayment or nonperformance by Merger Sub or Parent
        of
        the Guarantied Obligations which diligent inquiry would reveal, represents
        that
        it has adequate means of obtaining such financial information from Merger
        Sub
        and Parent on a continuing basis, and agrees that the Company shall have
        no duty
        to advise any Guarantor of information  known
        to
        it regarding such condition or any such circumstances.  Each Guarantor
        hereby waives notice of any action taken or omitted by the Company in reliance
        hereon, any requirement that the Company be diligent and prompt in making
        demands hereunder, notice of any waiver or amendment of any terms and conditions
        of the Merger Agreement, notice of any default by Merger Sub or Parent or
        the
        assertion of any right of the Company hereunder, and any right to plead or
        assert any election of remedies in any action to enforce this Guaranty in
        respect of its obligations hereunder.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        2.5.  Bankruptcy
        Not
        Discharge.  The Company shall not be obligated to file any
        claim relating to any Guarantied Obligation in the event that Parent or Merger
        Sub becomes subject to a bankruptcy, reorganization or similar proceeding,
        and
        the failure of the Company to so file shall not affect the Guarantors’
obligations hereunder.  Subject to the second sentence of Section 2.2,
        this Guaranty shall continue to be effective or be reinstated, as the case
        may
        be, if at any time payment, or any part thereof, of any or all of the Guarantied
        Obligations is rescinded or must otherwise be restored or returned by the
        Company upon the insolvency, bankruptcy or reorganization of Merger Sub or
        Parent.  Notwithstanding any modification, discharge or extension of
        the Guarantied Obligations or any amendment, waiver, modification, stay or
        cure
        of the Company’s rights which may occur in any bankruptcy or reorganization case
        or proceeding concerning Merger Sub, or Parent, whether permanent or temporary,
        and whether or not assented to by the Company, each Guarantor hereby agrees
        that
        it shall be obligated hereunder to pay and perform the Guarantied Obligations
        and discharge its other obligations in accordance with the terms of the
        Guarantied Obligations as set forth in this Guaranty in effect on the date
        hereof.  Each Guarantor understands and acknowledges that by virtue of
        this Guaranty, it has specifically assumed any and all risks of a bankruptcy
        or
        reorganization case or proceeding with respect to Merger Sub or
        Parent.

       

      Section
        2.6.  Guarantor’s Understandings
        With Respect To Waivers.  Each Guarantor warrants and agrees
        that each of the waivers set forth above is made with such Guarantor’s full
        knowledge of its significance and consequences and made after the opportunity
        to
        consult with counsel of its own choosing, and that under the circumstances,
        the
        waivers are reasonable and not contrary to public policy or law.  If
        any of said waivers are determined to be contrary to any applicable law or
        public policy, such waiver shall be effective only to the extent permitted
        by
        law.

       

      Section
        2.7.  Covenants of the
        Company.  The Company hereby covenants and agrees that it shall
        not institute, directly or indirectly and shall cause its Affiliates not
        to
        institute, directly or indirectly, any proceeding or bring any other claim
        arising under, or in connection with, the Merger Agreement, the transactions
        contemplated thereby or the equity commitment letter between the Company
        and
        Parent (the “Equity
        Commitment Letter”), against the Guarantors or any Non-Recourse Party,
        except for claims against the Guarantors under this Guaranty (subject to
        the
        limitations described herein, including the Maximum
        Amount).  Notwithstanding anything to the contrary contained in this
        Guaranty, the Company hereby agrees that to the extent Parent and Merger
        Sub are
        indefeasibly relieved in full of their payment obligations under the Merger
        Agreement (other than due to a rejection of the Merger Agreement in the context
        of a bankruptcy or insolvency of Parent or Merger Sub), the Guarantors shall
        be
        similarly relieved of their obligations under this
        Guaranty.  Notwithstanding 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      anything
        that may be
        expressed or implied in this Guaranty or any document or instrument delivered
        in
        connection herewith, by its acceptance of the benefits of this Guaranty,
        the
        Company covenants, agrees and acknowledges that no Person other than the
        Guarantors has any obligations hereunder and that, notwithstanding that the
        Guarantors or their general partners may be a partnership or limited liability
        companies, the Company has no right of recovery under this Guaranty, or any
        claim based on the obligations hereunder against, and no personal liability
        shall attach to, the former, current or future equity holders, controlling
        persons, directors, officers, employees, agents, Affiliates, members, managers
        or general or limited partners of any of the Guarantors, Parent or Merger
        Sub or
        any former, current or future stockholder, controlling person, director,
        officer, employee, general or limited partner, member, manager, Affiliate
        (other
        than the Guarantors) or agent of any of the foregoing (collectively, but
        not
        including Parent, Merger Sub or the Guarantors, each a “Non-Recourse Party”),
        through Parent, Merger Sub or otherwise, whether by or through attempted
        piercing of the corporate veil, by or through a claim by or on behalf of
        Parent
        or Merger Sub against any Non-Recourse Party (including a claim to enforce
        the
        Equity Commitment Letter), by the enforcement of any assessment or by any
        legal
        or equitable proceeding, by virtue of any statute, regulation or applicable
        Law,
        or otherwise, and the Company further covenants, agrees and acknowledges
        that
        the only rights of recovery that the Company has in respect of the Merger
        Agreement or the transactions contemplated thereby are its rights to recover
        from Parent and Merger Sub under and to the extent expressly provided in
        the
        Merger Agreement and from the Guarantors (but not any Non-Recourse Party)
        under
        and to the extent expressly provided in this Guaranty and subject to the
        Maximum
        Amount and the other limitations described herein; provided, however, that
        in
        the event a Guarantor (i) consolidates with or merges with any other person
        and
        is not the continuing or surviving entity of such consolidation or merger
        or
        (ii) transfers or conveys all or a substantial portion or its properties
        and
        other assets to any person such that the sum of such Guarantor’s remaining net
        assets plus uncalled capital is less than such Guarantor’s Pro Rata Portion of
        the Maximum Amount, then, and in each such case, the Company may seek recourse,
        whether by enforcement or any judgment or assessment or by any legal or
        equitable proceeding or by virtue of any statue, regulation or other applicable
        Law, against such continuing or surviving entity, but only to the extent
        of the
        liability of such Guarantor hereunder.  The Company acknowledges and
        agrees that Parent and Merger Sub have no assets other than certain contract
        rights and that no additional funds are expected to be contributed to Parent
        or
        Merger Sub unless and until the Closing occurs.  Recourse against the
        Guarantors under and pursuant to the terms of this Guaranty shall be the
        sole
        and exclusive remedy of the Company and all of its Affiliates against the
        Guarantors and the Non-Recourse Parties in respect of any liabilities or
        obligations arising under, or in connection with, the Merger Agreement, the
        Equity Commitment Letter or the transactions contemplated thereby, including
        by
        piercing of the corporate veil or by a claim by or on behalf of Parent or
        Merger
        Sub.  Nothing set forth in this Guaranty shall confer or give or shall
        be construed to confer or give to any Person other than the Company, its
        successors, transferees or assigns (including any Person acting in a
        representative capacity) any rights or remedies against any Person including
        the
        Guarantors, except as expressly set forth herein.

       

      
         

        ARTICLE
          III

         

        MISCELLANEOUS

      

       

      Section
        3.1.  Survival of
        Warranties.  All representations, warranties, covenants and
        agreements of the Guarantors contained herein shall survive the execution
        and
        delivery of this Guaranty and shall be deemed made continuously, and shall
        continue in full force and effect, until the termination of this
        Guaranty.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        3.2.  No
        Waiver.  No waiver, forbearance, failure or delay by the
        Company in exercising, or in beginning to exercise, any right, power or remedy,
        nor any simultaneous or later exercise thereof, shall constitute a waiver
        of the
        Company’s rights hereunder, and every right, power or remedy of the Company
        shall continue in full force and effect until such right, power or remedy
        is
        specifically waived in writing.  No single or partial exercise of any
        right, power or remedy by the Company shall preclude any other or further
        exercise thereof or the exercise of any other right, power or
        remedy.  All remedies hereunder are cumulative and are not exclusive
        of any other remedies that may be available to the Company at law, in equity,
        or
        otherwise.

       

      Section
        3.3.  Notices.  All
        notices, requests, demands, claims and other communications hereunder shall
        be
        in writing.  Any notice, request, demand, claim, or other
        communication hereunder shall be deemed duly given (i) if personally
        delivered, when so delivered, (ii) if mailed, two Business Days after
        having been sent by registered or certified mail, return receipt requested,
        postage prepaid and addressed to the intended recipient as set forth below,
        (iii) if given by telex or telecopier, once such notice or other
        communication is transmitted to the telex or telecopier number specified
        below
        and the appropriate answer back or telephonic confirmation is received, provided
        that such notice or other communication is promptly thereafter mailed in
        accordance with the provisions of clause (ii) above or (iv) if sent
        through an overnight delivery service in circumstances to which such service
        guarantees next day delivery, the day following being so sent:

       

      If
        to
        either Guarantor, Merger Sub or Parent:

       

      c/o
        Aurora Management Partners LLC

      10877
        Wilshire Boulevard, Suite 2100

      Los
        Angeles, CA  90024

      Attention:  Timothy
        J. Hart, Esq.

      Telecopier
        No.:  (310) 277-5591

       

      with
        a
        copy to:

       

      Bruce
        D.
        Meyer, Esq.

      Gibson,
        Dunn & Crutcher LLP

      333
        South
        Grand Avenue

      Los
        Angeles, CA  90071

      Telecopier
        No.:  (213) 229-7520

       

      If
        to the
        Company:

       

      Eric
        M.
        Wechsler, Esq.

      NuCO2
        Inc.

      2800
        SE
        Market Place

      Stuart,
        Florida  34997

      Telecopier
        No.:  (772) 221-1690

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      with
        a
        copy to:

       

      Steven
        Wolosky, Esq.

      Olshan
        Grundman Frome Rosenzweig & Wolosky LLP

      Park
        Avenue Tower

      65
        East
        55th Street

      New
        York,
        NY   10022

      Telecopier
        No.:  (212) 451-2222

       

      Any
        party
        may give any notice, request, demand, claim or other communication hereunder
        using any other means (including ordinary mail or electronic mail), but no
        such
        notice, request, demand, claim or other communication shall be deemed to
        have
        been duly given unless and until it actually is received by the individual
        for
        whom it is intended.  Any party may change the address to which
        notices, requests, demands, claims and other communications hereunder are
        to be
        delivered by giving the other parties notice in the manner herein set
        forth.

       

      Section
        3.4.  Severability.  Any
        provision of this Guaranty which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof or thereof or affecting the validity or enforceability
        of such
        provision in any other jurisdiction.

       

      Section
        3.5.  Governing Law;
        Jurisdiction.  This Guaranty shall be governed by and construed
        in accordance with the substantive laws of the State of New York and the
        United
        States of America without regard to any law which would result in the selection
        or application of the law of any other jurisdiction.

       

      Section
        3.6.  Binding Effect;
        Assignment.  This Guaranty shall be binding upon and inure to
        the benefit of the Company and the Guarantors and their respective successors
        and assigns, provided that neither Guarantor shall have the right to assign
        its
        rights and obligations hereunder without the prior written consent of the
        Company (and any attempted assignment in contravention of the terms hereof
        shall
        be void).

       

      Section
        3.7.  Headings.  Article
        and Section headings in this Guaranty are included herein for the convenience
        of
        reference only and shall not constitute a part of this Guaranty for any other
        purpose.

       

      Section
        3.8.  Entire
        Agreement.  This Guaranty constitutes the entire agreement and
        understanding between the parties pertaining to the subject matter hereof
        and
        supersedes all prior or contemporaneous drafts, agreements, representations
        and
        understandings of the parties. Each
        party acknowledges that it has expressly bargained for a prohibition of any
        implied or oral amendments or modifications of any kind, nature or
        character.  Each party agrees and acknowledges that this Guaranty is
        fully integrated and not in need of parol evidence in order to reflect the
        intentions of the parties, and that the parties intend the literal words
        of this
        agreement to govern the transactions described herein, and for all prior
        negotiations, drafts and other extraneous communications to have no significance
        or evidentiary effect whatsoever.

       

      Section
        3.9.  Counterparts.  This
        Guaranty may be executed in counterparts, each of which shall be deemed to
        be an
        original, but all of which taken together shall constitute but one and the
        same
        instrument.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, this Guaranty has been entered into by the undersigned as
        of
        the date and year first above written.

       

       

      
        
          	
                  GUARANTORS:

                
	 
	
                  AURORA
                    EQUITY PARTNERS III,
                    L.P.

                
	 
	
                  By:

                	
                  AURORA
                    CAPITAL PARTNERS III,
                    L.P., its general partner

                
	 	 
	
                  By:

                	
                  AURORA
                    ADVISORS III LLC,
                    its general partner

                
	 	 
	 	 
	
                  By:

                	 /s/
                  Timothy J. Hart
	 	
                  Name:  Timothy
                    J. Hart

                
	 	
                  Title:  Vice
                    President, Secretary and General Counsel

                
	 	 
	
                  AURORA
                    OVERSEAS EQUITY PARTNERS
                    III, L.P.

                
	 
	
                  By:

                	
                  AURORA
                    OVERSEAS CAPITAL
                    PARTNERS III, L.P., its general partner

                
	 	 
	
                  By:

                	
                  AURORA
                    OVERSEAS ADVISORS III
                    LDC, its general partner

                
	 	 
	 	 
	
                  By:

                	 /s/
                  Timothy J. Hart
	 	
                  Name:  Timothy
                    J. Hart

                
	 	
                  Title:  Vice
                    President, Secretary and General
                    Counsel

                


        



       

      
        


         

        SIGNATURE
          PAGE TO LIMITED GUARANTY

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ACCEPTED
                    BY:

                
	 
	 
	
                  NUCO2
                    INC.

                
	 
	
                  By:

                	 /s/
                  Michael E. DeDomenico
	 	
                  Name: 
                    Michael E. DeDomenico

                
	 	
                  Title: 
                    Chairman and Chief Executive
                    Officer

                


        

      

    

     

     

    SIGNATURE
      PAGE TO LIMITED
      GUARANTY