Exhibit 10.19


 




 





NUCO2 INC.,

as Master Manager


 


and


 


NUCO2  MANAGEMENT LLC,

as Transaction Manager


 






 


MASTER MANAGEMENT AGREEMENT


 






 


Dated
as of May 28, 2008


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  DUTIES OF THE MASTER MANAGER

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Nature of Services

  	
  2

  
	
  Section 2.2.

  	
  Master Management Fee and Reimbursement of Expenses

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  TERM OF AGREEMENT

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  DEPOSIT OF CUSTOMER COLLECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  REPRESENTATIONS AND WARRANTIES OF THE MASTER MANAGER

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Representations and Warranties

  	
  6

  
	
  Section 5.2.

  	
  Governmental Regulation

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  COVENANTS OF THE MASTER MANAGER

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Covenants

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  EVENTS OF DEFAULT

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Master Manager Default

  	
  11

  
	
  Section 7.2.

  	
  Termination of Master Manager

  	
  13

  
	
  Section 7.3.

  	
  Appointment of Successor Master Manager

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
  MISCELLANEOUS

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Notices

  	
  14

  
	
  Section 8.2.

  	
  Entire Agreement

  	
  14

  
	
  Section 8.3.

  	
  Severability

  	
  14

  
	
  Section 8.4.

  	
  CONSENT TO JURISDICTION

  	
  15

  
	
  Section 8.5.

  	
  Waiver of Jury Trial

  	
  15

  
	
  Section 8.6.

  	
  Further Assurances

  	
  15

  
	
  Section 8.7.

  	
  Amendments; Waivers

  	
  15

  
	
  Section 8.8.

  	
  Third Party Beneficiaries

  	
  16

  
	
  Section 8.9.

  	
  Successors and Assigns

  	
  16

  
	
  Section 8.10.

  	
  No Bankruptcy Petition

  	
  16

  
	
  Section 8.11.

  	
  Relationship of Parties

  	
  16

  
	
  Section 8.12.

  	
  Limitation on Liability; Indemnity

  	
  16

  
	
  Section 8.13.

  	
  Governing Law

  	
  17

  
				



 

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 8.14.

  	
  Counterparts

  	
  17

  
	
  Section 8.15.

  	
  Limitation on Payment

  	
  17

  
	
  Section 8.16.

  	
  Status of Parties

  	
  17

  
	
  Section 8.17.

  	
  Limitations on Authority

  	
  17

  
	
  Section 8.18.

  	
  Headings and Captions

  	
  17

  



 


ii

















 


MASTER
MANAGEMENT AGREEMENT


 


This MASTER MANAGEMENT AGREEMENT (the “Master
Management Agreement”) is dated as of May 28, 2008, and is by and
between NUCO2 INC., a Florida corporation (the “Master
Manager”) and NUCO2 MANAGEMENT LLC, a Delaware limited liability
company (the “Transaction Manager”).


 


PRELIMINARY STATEMENT


 


WHEREAS, the Master Manager and the
Transaction Manager desire to set forth the terms upon which the Master Manager
will provide strategic advisory and management services to the Transaction
Manager to enable the Transaction Manager to satisfy its obligations under the
Transaction Management Agreement (as defined in the Indenture referred to
below).


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


Section 1.1.  Defined Terms.


 


(a)           Except
as otherwise expressly provided herein or unless the context otherwise
requires, the capitalized terms used, but not defined, herein shall have the
respective meanings specified in Annex A of that certain base indenture, dated
as of May 28, 2008 by and among NuCO2 Funding LLC (the “Master Issuer”), NuCO2 Supply LLC (the “Equipment Holder”),
NuCO2 LLC (the “Contract Holder”), NuCO2 IP LLC (the “IP Holder”) and U.S. Bank
National Association, as trustee, administrative agent and securities
intermediary, as supplemented by that
certain Series 2008-1 Supplement dated as of the same date (collectively,
the “Indenture”), which is incorporated herein by this
reference.  The definitions of such terms
are equally applicable both to the singular and plural forms of such
terms.  As used in this Agreement, “Intercompany Agreement MAE” shall
mean a material adverse effect on (i) the business, assets, liabilities,
condition (financial or otherwise), results of operations or prospects of the
Co-Issuers or (ii) the ability of the Co-Issuers to perform (A) their
obligations under any of the Intercompany Agreements or (B) their
obligations under the Customer Contracts (taken as a whole).  As used in this Agreement, “Intercompany
Agreement” shall mean any of this Agreement, the Employee Services
Agreement, the Securitization IP License Agreement, the First Tier Contribution
Agreement, the Transaction Management Agreement, the Delivery and Customer
Services Agreement, any Second-Tier Contribution Agreement and any other
agreement entered into by and between the Affiliates of NuCO2 pursuant to or related to the Indenture.


 


(b)           All
references in this instrument to designated “Articles,” “Sections,” “Subsections”
and other subdivisions are to the designated Articles, Sections, Subsections
and other subdivisions of this instrument as originally executed or if amended
or supplemented, as so 


 


1

















 


amended and supplemented.  The
words “herein,” “hereof,” “hereunder” and other words of similar import refer
to this Master Management Agreement as a whole and not to any particular
Article, Section, Subsection or other subdivision.  The words “including” and “include” shall be
deemed to be followed by the words “without limitation”.


 


ARTICLE II.


 


DUTIES OF THE MASTER MANAGER


 


Section 2.1.  Nature of Services.


 


(a)           Master
Management Services.


 


(i)                                     The Transaction Manager hereby appoints the
Master Manager, as manager, to provide, and the Master Manager hereby accepts
such appointment and agrees to perform the following services: (A) monitoring
industry conditions and advising the Issuer Subsidiaries regarding the adoption
of practices (including revisions to collection and servicing policies) to meet
changing needs of Customers and (B) advising the Securitization Entities
regarding business strategy and the continued development and expansion by the
Contract Holder of its Customer base and the products and services offered to
such Customers, including causing adequate capital, to the extent available, to
be expended in connection therewith; and


 


(ii)                                  The Master Manager shall cause each of the
Securitization Entities and the Employee Company to comply with and to perform,
its respective obligations under each of the Related Documents and the
Collateral Bulk Gases Business Documents to which it is a party


 


The afore-described services in clauses (i) and
(ii) (the “Master Management Services”) shall be performed by the Master
Manager in accordance with the standards set forth in Section 2.1(b) hereof
and as agent for and on behalf of the Transaction Manager.  The list of Management Services may be
amended from time to time by mutual agreement of the Master Manager and the
Transaction Manager; provided, that any amendment to reduce the scope of
existing Master Management Services shall require the prior consent of the
Control Party.


 


(b)           Master
Manager’s Standard of Performance for Master Management Services.  The Master Manager shall perform the Master
Management Services in a manner that (i)(A) is in accordance with the
practices of the Master Manager immediately prior to the Closing Date and (B) to
the extent of changed circumstances, practices, technologies, strategies or
implementation methods, procedures and degrees of care, is at least equal or
superior to that employed by third parties generally recognized as competent
managers of businesses and assets of a nature reasonably similar to those
managed hereunder; (ii) would enable the Master Manager to cause
compliance by the Securitization Entities in all material respects with all of
the duties and obligations of the Securitization Entities under the Related
Documents and the Collateral Bulk Gases Business Documents; (iii) is in
compliance in all material respects with the Customer 


 


2

















 


Contracts, Third Party IP License Agreements, Delivery Truck Leases,
Real Estate Leases, Supply Contracts and other agreements and arrangements with
Customers and other parties; and (iv) is in compliance in all material
respects with all applicable requirements of law (collectively, the “Master
Management Standard”).  To the extent
that the Master Management Standard is modified as a result of a change
described in sub-clause (i)(B) of the definition thereof, such change will
be described in the next following Monthly Manager’s Certificate.


 


(c)           Discretionary
Powers.  The Master Manager shall
exercise all discretionary powers involved in connection with the Master
Management Services, subject to the terms hereof, and shall be required to,
except as may otherwise be provided herein, pay at its sole cost and expense
all costs and expenses incurred in connection therewith that may be necessary
or advisable for the carrying out of the transactions contemplated by this
Master Management Agreement.  The Master
Manager may, for its own account, seek the assistance of other Persons in
carrying out any and all of its duties hereunder and may enter into
sub-management agreements in connection therewith; provided, that the Master
Manager will at all times remain liable for the performance of the Master
Management Services provided herein.


 


(d)           No
Financial Liability.  No provision of
this Master Management Agreement will require the Master Manager to expend or
risk its funds or otherwise incur any financial liability in the performance of
any of its rights or powers hereunder, if the Master Manager has reasonable
grounds for believing that repayment of such funds, or adequate indemnity
against such risk or liability, is not compensated by the payment of the Master
Management Fee or the reimbursement of the expenses incurred in the course of
performance of the Master Management Services, and is otherwise not reasonably
assured or provided to it.  Further, the
Master Manager will not be obligated to perform any services not enumerated or
otherwise contemplated hereunder, unless the Master Manager determines that it
is more likely than not that it will be reimbursed for all of its expenses
incurred in connection with such performance.


 


(e)           Approvals.  The Master Manager shall
consult with and obtain approval from the Transaction Manager for any action
that is not within the scope of the Master Management Services.  The Master Manager shall not take any action
pursuant to this Master Management Agreement on behalf of the Transaction
Manager, the Master Issuer, the Contract Holder, the Equipment Holder or the IP
Holder, as the case may be, which is inconsistent with, or would cause the
Transaction Manager, the Master Issuer, the Contract Holder, the Equipment
Holder or the IP Holder, as the case may be, to be in breach of, a provision of
any of the Related Documents or any applicable law.  Notwithstanding the foregoing, to the
extent not expressly delegated to the Master Manager hereunder or to the
Replacement Manager pursuant to Section 6(c) of the
Replacement Management Agreement, the Member of the Transaction Manager retains
full power and authority (subject to Section 6(c) of the
Replacement Management Agreement) to direct the management of the Transaction
Manager in accordance with its Organizational Documents and the laws of the
State of Delaware.


 


(f)            Principal
Place of Business.  All activities
hereunder by the Master Manager shall be conducted from the Master Manager’s
principal place of business identified in Section 8.1 hereof, or at
such other location, provided the Transaction Manager, the Rating
Agencies, the Trustee, the Administrative Agent and the Replacement Manager are
provided 30 days’ prior written notice with respect to such other location.


 


3

















 


(g)           Leadership Team.  The Master Manager shall use commercially
reasonable efforts to ensure that at all times the Leadership Team (including
replacements of members thereof) in the aggregate has sufficient experience to
enable the Master Manager to perform the Master Management Services, and any
replacement member of the Leadership Team will have at least ten years of
general business experience (including at least five years of management
experience), or, in the case of the general counsel, eight years of experience
as a lawyer.  To the extent that a member
of the Leadership Team is replaced, notice of such replacement will be provided
in the Monthly Manager’s Certificate.


 


(h)           Sub-license Grant.  (i)  The Transaction Manager grants to
the Master Manager a non-exclusive, royalty-free sub-license in and right to
use the Securitization IP to the extent reasonably necessary for the Master
Manager to perform its obligations hereunder. 
The Master Manager shall use the Securitization IP sub-licensed pursuant
to this Section 2.1(h) subject to the terms of the Related Documents
and any other agreements relating to the Securitization IP.  The foregoing sub-license grant shall extend
to the Master Manager’s employees, agents and, solely to the extent the same
are permitted to perform obligations of the Master Manager hereunder,
independent contractors.  Such
sub-license shall terminate on the date this Master Management Agreement is
terminated.


 


(ii)           The Master Manager
acknowledges that it is not the owner of the Securitization IP and that its
right to use the Securitization IP is derived solely from this Master
Management Agreement.  The Master Manager
acknowledges that the IP Holder is the owner of the Securitization IP and that
the IP Holder granted a license to the Transaction Manager and the Transaction
Manager is granting a sub-license to the Master Manager in accordance with and
subject to the license granted by the IP Holder in favor of the Transaction
Manager.  The Master Manager acknowledges
that it shall not acquire or claim adversely to the IP Holder any right, title
or interest in and to any of the Securitization IP or any of the goodwill
related thereto.  The Master Manager
acknowledges that each and every use of the Securitization IP by the Master
Manager under this Master Management Agreement and any and all goodwill
resulting from the Master Manager’s use of the Securitization IP shall at all
times inure to the benefit of the IP Holder, and the Master Manager agrees to
execute any and all documents that may be submitted to the Master Manager
reasonably necessary to carry out the intention of this covenant.  This covenant shall survive termination of
this Master Management Agreement for any reason.


 


(iii)          The Master Manager
shall immediately notify the Transaction Manager of any apparent infringement
of, challenge to the Master Manager’s use of, or adverse claim of rights to,
the Securitization IP, and the Master Manager shall not communicate with any
Person other than the IP Holder and the Transaction Manager and its counsel or the
Master Manager’s counsel in connection with any such infringement, challenge or
claim.


 


(iv)          The Master Manager
acknowledges that, to the fullest extent allowed by law, all Copyrights
included in any After-Acquired IP Assets created as a result of the Master
Manager’s services hereunder shall be considered a “work made for hire,” as
that term is defined in Section 101 of the United States Copyright Act, as
amended, and shall vest in the IP Holder as author.  Any right, title and interest in and to the After-Acquired
IP Assets, whether copyrightable or not, including any works which may be
deemed by competent authority not to be “works made for hire” created pursuant
to this Master Management Agreement, is hereby assigned by the Master 


 


4

















 


Manager
to the IP Holder.  The Master Manager
shall, at its own expense, execute, and secure the execution or other written
authorization from the applicable authors retained by the Master Manager, of
all Copyrights or other transfer or conveyance of ownership in any such
After-Acquired IP Assets to the IP Holder.


 


Section 2.2.  Master Management Fee and Reimbursement of
Expenses.


 


(a)           As
compensation for the performance of the Master Management Services, the Master
Manager, or any Person operating on its behalf, shall be entitled to receive
and accrue to its benefit, the Master Management Fee.  In addition, the Master Manager, or any
Person operating on its behalf, shall be entitled to reimbursement of all
expenses incurred by the Master Manager, or any Person operating on its behalf,
in the course of its performance of the Master Management Services.  The Master Management Fee will be adjusted
annually based on the CPI.  The Master
Management Fee and the reimbursement of expenses shall be payable solely from
amounts received by the Transaction Manager, or any Person operating on its
behalf, pursuant to the terms of, and only to the extent amounts are available
for payment under, Section 5.13 of the Base Indenture.  Upon a Master Manager Default of the type
described in Section 7.1(j) or (k) hereof and
during the Hot Replacement Manager Phase (as defined in the Replacement
Management Agreement), the Master Manager acknowledges that the Master
Management Fee may be reduced, in whole or in part, by an amount necessary to
pay the Replacement Manager as provided for and in accordance with the
Replacement Management Agreement.


 


(b)           Power
of Attorney.  Subject to Section 6(c) of
the Replacement Management Agreement, so long as this Master Management
Agreement is in effect, the Transaction Manager hereby irrevocably constitutes and appoints
the Master Manager, or any Person operating on its behalf, and any officer
thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full power and authority to act in the place and stead of the
Transaction Manager and in the name of the
Transaction Manager or in its own name,
from time to time in the Master Manager’s discretion, for the purpose of
providing the Master Management Services in accordance with the terms of this
Master Management Agreement, and will execute the power of attorney in the form
attached hereto as Exhibit A, which power of attorney shall
terminate with respect to the Master Manager in the event that the Master
Manager’s rights under this Agreement are terminated as provided for herein but
shall be effective for each successor Master Manager.


 


ARTICLE III.


 


TERM OF AGREEMENT


 


The term of this Master Management Agreement
shall commence on the date hereof (the “Effective Date”) and, except as
provided in Article VII, shall expire on the last day of each
calendar month thereafter; provided, however, that the
Transaction Manager may renew this Master Management Agreement for the
following calendar month if it gives the Master Manager prior written
notice  of such election (which notice
will be included in the Monthly Manager’s Certificate which the Transaction
Manager will provide to the Master Manager as provided in Section 4.1(b) of
the Base Indenture).  Should the
Transaction Manager fail to deliver a written notice of renewal, the
Transaction Manager may, at any time prior to the end of the next calendar 


 


5

















 


month deliver a notice to the
Master Manager that it wishes to reinstate this Master Management Agreement, in
which case this Master Management Agreement shall be deemed to have been
renewed for such calendar month.  The
Master Manager may terminate this Master Management Agreement any time
following the date that the Indenture has been satisfied and discharged in
accordance with the terms thereof.


 


ARTICLE IV.


 


DEPOSIT OF CUSTOMER COLLECTIONS


 


The Master Manager acknowledges and agrees
that all Customer Collections shall be the property of the Contract
Holder.  All Customer Collections
received by the Master Manager shall be deposited by the Master Manager into
the Concentration Account within two Business Days after receipt thereof.


 


ARTICLE V.


 


REPRESENTATIONS AND WARRANTIES OF THE MASTER MANAGER


 


Section 5.1.  Representations
and Warranties.  The Master Manager
represents and warrants to and in favor of the Transaction Manager that as of the Effective Date:


 


(a)           Organization,
Power, Qualification.  The Master
Manager is a corporation duly organized, validly existing and in good standing
under the laws of Florida, has the power, legal right and authority to own its
properties and to carry on its business as now being and hereafter proposed to
be conducted and is duly qualified and is in good standing and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization and the
failure to be so qualified would, individually or in the aggregate, have an
Intercompany Agreement MAE.


 


(b)           Authorization,
Enforceability.  The Master Manager
has the requisite corporate power, and has taken all necessary corporate
action, to authorize it to execute, deliver and perform this Master Management
Agreement in accordance with its terms and to consummate the transactions
contemplated hereby.  This Master
Management Agreement has been duly executed and delivered by the Master Manager
and is a legal, valid and binding obligation of the Master Manager, enforceable
in accordance with its terms, subject, as to enforcement of remedies, to any
applicable bankruptcy, insolvency or other similar law affecting the
enforcement of creditors’ rights and secured parties generally, and subject to
the limitation that the availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.


 


(c)           Non-Contravention.  The execution, delivery and performance of
this Master Management Agreement in accordance with its terms and the
consummation of the transactions contemplated hereby by the Master Manager do
not and will not (i) require any consent or approval of any Person, except
for consents and approvals that have already been obtained, (ii) violate
any Requirements of Law, (iii) conflict with, result in a breach of, or
constitute a default under its Organization Documents, as the same may have
been amended or restated, or conflict 


 


6

















 


with, result in a breach of or constitute a default under (with or
without notice or lapse of time or both) any indenture, agreement or other
instrument, to which the Master Manager is a party or by which it or any of its
properties or assets may be bound, which conflict, breach or default would have
an Intercompany Agreement MAE, or (iv) result in or require the creation
or imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by the Master Manager except the Lien in favor of the
Noteholders under the Indenture.


 


(d)           No
Litigation.  Except as set forth in Schedule
5.1(d) hereto, there is no pending action, suit, proceeding or
investigation, against or affecting the Master Manager before any court,
administrative agency, arbitrator or governmental body or, to the best
knowledge of the Master Manager, any threatened action or proceeding, against
or affecting the Master Manager before any of the foregoing which, if decided
adversely to the Master Manager, would have an Intercompany Agreement MAE.  Except as set forth on Schedule 5.1(d) hereto,
the Master Manager is not subject to any material order of any court,
governmental authority or agency or arbitration board or tribunal.


 


Section 5.2.  Governmental Regulation.  No consent, order or other action of, or
filing with, any Governmental Authority is required by the Master Manager in
connection with the execution, delivery and performance of this Master
Management Agreement, except those that have been obtained or made or where the
failure to so obtain or make would not have an Intercompany Agreement MAE.


 


(a)           Investment
Company.  The Master Manager is not
an “investment company” within the meaning of the Investment Company Act.


 


(b)           Bankruptcy.  The Master Manager is not a debtor in a
bankruptcy case.


 


(c)           Absence
of Default.  The Master Manager is in
compliance with all of the provisions of its Organizational Documents, as the
same may have been amended or restated (or comparable constitutive documents)
and no event has occurred, or failed to occur, which has not been remedied or
waived, the occurrence or nonoccurrence of which constitutes, or which with the
passage of time or giving of notice or both would constitute, (i) a Master
Manager Default or (ii) a default by the Master Manager under any
agreement or other instrument, or any judgment, decree or order to which the
Master Manager is a party or by which the Master Manager or any of its
properties or assets may be bound, which default would have an Intercompany
Agreement MAE.


 


(d)           Absence
of Liabilities.  The Master Manager
has the ability to incur $1 of Indebtedness under the Master Manager Incurrence
Test.  “Master Manager Incurrence Test”
as used in this Master Management Agreement shall mean (i) the Master
Manager Leverage Ratio is less than or equal to 8.0 times and (ii) the
Master Manager Interest Coverage Ratio is greater than or equal to 1.5 times.


 


(e)           Taxes.  The Master Manager has timely filed all tax
returns (federal, state and local) which are required to be filed and has paid
all taxes related thereto where the failure to do so would have an Intercompany
Agreement MAE.  Except as disclosed on Schedule
5.1(e) hereto, there has been no waiver of any statutes of limitation in
respect of taxes or agreement to


 


7














 


any extension of time with respect to a tax assessment or deficiency of
the Master Manager; there is no claim, audit, action, suit or proceeding
against or with respect to the Master Manager in any tax; the Master Manager
has not received from any taxing authority any formal or informal (i) notice
indicating an intent to open an audit or other review, (ii) request for
information related to tax matters or (iii) notice of deficiency or
proposed adjustment for any amount of tax proposed, asserted or assessed by any
taxing authority against the Master Manager.


 


(f)            Defaults.  The Master Manager has no knowledge of any
Master Manager Default, Transaction Manager Default or Indenture Event of
Default or any event which the Master Manager reasonably believes will result
in the occurrence of an Indenture Event of Default, Transaction Manager Default
or Master Manager Default.


 


(g)           Subsidiaries.  Other than the Securitization Entities and
the Employee Company there are no corporations, partnerships, limited liability
companies, joint ventures or other business entities in which the Master
Manager owns, of record or beneficially, a direct or indirect equity interest
or contract or agreement, contingent or otherwise, to acquire the same.


 


(h)           Insurance.  The Master Manager has the insurance set
forth on Schedule 5.1(h) hereto, with financially sound insurers,
and such insurance provides coverage against such risks and on such amounts
(subject to deductibles) as is customary for business operations of the type
conducted in respect of the transactions contemplated by the Related Documents.


 


(i)            No
ERISA Plan.  Neither the Master
Manager nor any corporation or trade, business, organization or other entity
(whether or not incorporated) that would be treated together with the Master
Manager as a single employer under Section 414(b), (c), (m) or (o) of
the Code or Section 4001(a)(14) of ERISA has established, maintains,
contributes to, or has any liability in respect of (or has in the past six
years established, maintained, contributed to, or had any liability in respect
of) any Plan.  No corporation or trade,
business, organization or other entity (whether or not incorporated) that is a
member of a Controlled Group which includes the Master Manager has any
contingent liability with respect to any post-retirement welfare benefits under
a Welfare Plan, other than liability for continuation coverage described in Part 6
of Subtitle B of Title I of ERISA or other applicable continuation of coverage
laws.


 


ARTICLE VI.


 


COVENANTS OF THE MASTER MANAGER


 


Section 6.1.  Covenants.  So long as this Master Management Agreement
remains in effect:


 


(a)           Financial
Statements.  As soon as practicable
and in any event within 45 days after the end of each of the first three
quarters of each fiscal year (or, within 60 days after the end of the first
fiscal quarter ending after the Closing Date), the Master Manager shall deliver
to the Trustee, the Administrative Agent and the Rating Agencies an unaudited
consolidated balance sheet of the Master Manager as of the end of each of the
first three quarters of each fiscal year and unaudited consolidated statements
of income and cash flows of the Master Manager for such 


 


8

















 


quarter and for the period commencing at the end of the previous fiscal
year and ending with the end of such quarters; and as soon as practicable and
in any event within 90 days after the end of each fiscal year, an audited
consolidated balance sheet of the Master Manager as of the end of each fiscal
year and audited consolidated statements of income and cash flows for the
Master Manager for such fiscal year, setting forth in comparative form the
figures for the previous fiscal year, prepared in accordance with GAAP and
accompanied by an opinion thereon of the Independent Accountants stating that
such audited consolidated financial statements present fairly, in all material
respects, the financial position of the companies being reported on and their
results of operations and have been prepared in accordance with GAAP.  In the event the Master Manager incurs any
Indebtedness greater than $25,000,000 within any one fiscal year, the Master
Manager shall, as soon as practicable, and in any event within 90 days after
the incurrence of such Indebtedness, deliver to the Trustee, the Administrative
Agent and the Rating Agencies a stand-alone unaudited unconsolidated balance
sheet of the Master Manager setting forth such Indebtedness.


 


(b)           Annual
Accountants’ Reports.  As soon
as practicable after the end of the Master Manager’s fiscal year, the Master
Manager shall deliver to the Transaction Manager a separate report, concerning
the fiscal year just ended, prepared by the Independent Accountants (the “Annual
Accountants’ Reports”), to the effect that their examination was made in
accordance with generally accepted auditing standards and accordingly included
such auditing procedures as they considered necessary in the circumstances in
accordance with the standards established by the American Institute of
Certified Public Accountants, as such standards may be modified from time to
time.


 


(c)           Notice
of Defaults.  The Master Manager will
give prompt notice in a manner consistent with Section 8.1 hereof
to the Trustee and the Administrative Agent of (i) an Indenture Event of
Default of which the Master Manager has actual knowledge, (ii) a Master
Manager Default or Transaction Manager Default of which the Master Manager has
actual knowledge, and (iii) any event of which the Master Manager has
actual knowledge that the Master Manager reasonably believes will result in the
occurrence of an Indenture Event of Default or Master Manager Default or
Transaction Manager Default if not cured or waived within any relevant grace
period (such notice, a “Notice of Default”).


 


(d)           Company
Existence; Governing Documents.  The
Master Manager will keep in full force and effect its existence and rights as a
corporation under the laws of its state of organization and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Master Management Agreement.  The Master Manager shall maintain its
existence separate and distinct from the Master Issuer and the Issuer
Subsidiaries.   The Master Manager shall,
on the date the audited financials are required to be delivered pursuant to Section 6.1(a) hereof,
deliver an official Officer’s Certificate attesting that each of the Master
Manager, Transaction Manager and each Securitization Entity has complied with
the separateness covenants under the Related Documents in all material
respects.


 


(e)           Modification
of Customer Contract Origination Practices. 
The Master Manager agrees that immediately prior to the Effective Date, one
of its objectives was the development and maintenance of relationships with
Customers pursuant to Customer Contracts that are (i) 


 


9

















 


written and (ii) of a long term nature.  The Master Manager agrees to cause the
Equipment Holder or the Contract Holder to maintain the practice, with respect
to all or a substantial portion of new and existing Customer Contracts, of (i) having
written Customer Contracts and (ii) unless the Master Manager determines,
in accordance with the Master Management Standard, that it is not commercially
reasonable or practicable to do so, having Customer Contracts of a long term
nature.  Nothing in this Section 6.1(e) shall
prohibit the Master Manager from allowing (subject to the Master Management
Standard) the Contract Holder or the Equipment Holder, on a case by case basis,
to originate individual new Customer Contracts of a short term nature or modify
individual existing Customer Contracts to shorten the term thereof.


 


(f)            Requirements
of Law.  If the grant by the Master
Issuer, Contract Holder, Equipment Holder and IP Holder of the first priority
perfected security interests under the Indenture, or any portion or aspect
thereof, requires any further approval, perfection or compliance with any
Requirements of Law or administrative rule, or shall be prohibited under or in
violation of any Requirements of Law or administrative rule, the Master Manager
agrees to advise the Transaction Manager as to the action and cause the Master
Issuer, Contract Holder, Equipment Holder and IP Holder, as applicable, to do
all things reasonably necessary or advisable to obtain all such approvals and
to accomplish such perfection or compliance, and/or expeditiously to remove any
prohibition and cure any violation, so as to effectuate to the fullest extent
permissible by law the entire security interest granted under the Indenture.


 


(g)           No
Liens.  The Master Manager shall not
create, incur, assume or suffer to exist any Lien upon or with respect to any
property or assets of any kind of the Transaction Manager, the Master Issuer,
the Contract Holder, the Equipment Holder and the IP Holder other than the Lien
of the Indenture and any other Related Documents and Permitted Liens.


 


(h)           Inspection.  At any time and from time to time, the Master
Manager shall permit the Transaction Manager, the Master Issuer, the Contract
Holder, the Equipment Holder, the IP Holder, the Administrative Agent, or their
respective agents or representatives, during regular business hours and upon
five Business Days’ prior written notice (but not more often than two times in
any twelve month period so long as no Master Manager Default has occurred and
is continuing):  (i) to examine and
make copies of and abstracts from the books and records (financial and
corporate) of the Master Manager, insofar as they relate to the assets of the
Issuer Subsidiaries or its duties hereunder as Master Manager and (ii) to
visit the offices and properties of the Master Manager for the purpose of
examining such books and records and to discuss matters relating thereto and to
the performance of the Master Manager under this Master Management Agreement
with any of the officers or employees of the Master Manager having knowledge of
such matters.


 


(i)            The
Master Manager Not To Resign; No Assignment.


 


(i)                                     The Master Manager shall not resign from the
duties and obligations hereby imposed on it except upon a determination by the
Transaction Manager that by reason of a change in applicable legal
requirements, the continued performance by the Master Manager of its duties
under this Master Management Agreement would cause it to be in material
violation of such legal requirements (i.e., requirements pursuant to law or 


 


10

















 


regulation, rather than contractual), said
determination to be evidenced by an opinion of counsel to such effect.


 


(ii)                                  The Master Manager may not assign this Master
Management Agreement, without the prior written consent of the Transaction
Manager.


 


(iii)                               Except as provided in this Section 6.1(i) or
in Sections 7.2 and 7.3, the duties and obligations of the Master
Manager under this Master Management Agreement shall continue until this Master
Management Agreement shall have been terminated as provided in Articles III
and VII, and shall survive the exercise by the Transaction Manager of
any right or remedy under this Master Management Agreement, or the enforcement
by the Transaction Manager of any provision of this Master Management
Agreement.  The Master Manager shall
continue to serve as Master Manager hereunder until such time as a successor
shall be appointed and assume the duties of Master Manager hereunder.


 


(j)            Taxes.  The Master Manager shall (i) pay all
Taxes when due or payable, together with any interest or penalty, addition to
tax or additional amount imposed thereon or in connection therewith, (ii) file,
when due, all tax returns, statements, reports or forms required to be filed
with any taxing authority and (iii) except for consolidated tax returns,
not become, or permit itself to become, liable for the Taxes of any other
Person or entity, whether by contract, operation of law or otherwise.


 


(k)           Information.  All written information, reports and other
papers and data furnished by the Master Manager hereunder shall be, at the time
the same is so furnished, true and correct in all material respects.


 


(l)            Default.  The Master Manager shall not willfully cause
the Transaction Manager or the Securitization Entities to default under the
Related Documents.


 


(m)          Additional
Issuances of Debt.  As soon as
practicable after the issuance of additional debt by the Master Manager, the
Master Manager shall deliver a certificate to the Trustee and Administrative
Agent, evidencing the Master Manager’s compliance with the Master Manager
Incurrence Test.


 


ARTICLE VII.


 


EVENTS OF DEFAULT


 


Section 7.1.  Master Manager Default.  Each of the following shall constitute a “Master
Manager Default”:


 


(a)           default in the
performance, or breach, of any covenant of the Master Manager in this Master
Management Agreement, where such default or breach continues for a period of 30
days after the earlier of (i) the date on which an officer of the Master
Manager first has actual, personal knowledge of such default or breach and (ii) the
date on which a Notice of Default, 


 


11

















 


specifying in
reasonable detail, such default or breach and requiring it to be remedied shall
have been given to the Master Manager; or


 


(b)           a
failure of any representation or warranty of the Master Manager in this Master
Management Agreement to be true and correct in all material respects as and
when made, which, if susceptible of being cured, remains uncured 30 days after
the earlier of (i) the date on which an officer of the Master Manager
first has actual, personal knowledge of such failure and (ii) the date on
which a Notice of Default, specifying in reasonable detail, such failure and
requiring it to be remedied shall have been given to the Master Manager; or


 


(c)           the
entry of a decree or order for relief by a court having jurisdiction in respect
of the Master Manager in an involuntary case under the federal bankruptcy laws,
as now or hereafter in effect, or any other present or future federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Master Manager or of any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Master Manager and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or


 


(d)           the
commencement by the Master Manager of a voluntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or the consent by the
Master Manager to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Master Manager or any substantial part of its property or the
making by the Master Manager of an assignment for the benefit of creditors or
the failure by the Master Manager generally to pay its debts as such debts
become due or the taking of action by the Master Manager in furtherance of any
of the foregoing; or


 


(e)           a
final non-appealable judgment shall be entered by any court against the Master
Manager for (i) the payment of money the uninsured portion of which,
together with the uninsured portion of all other outstanding final
non-appealable judgments against the Master Manager, exceeds $15,000,000 in the
aggregate and either (A) such judgment is not discharged within the period
of 30 days after entry thereof or (B) there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment shall not
be in effect or (ii) for equitable or injunctive relief that has an
Intercompany Agreement MAE; or


 


(f)            the
Master Manager becomes an “investment company” under the 1940 Act; or


 


(g)           any
Indebtedness of the Master Manager in the amount of $10,000,000 or more is in
default and has been accelerated in accordance with the terms thereof; or


 


(h)           failure,
upon and after giving effect to an incurrence of Indebtedness, to satisfy the
Master Manager Incurrence Test; or


 


(i)            the
occurrence and continuation of a Transaction Manager Default; or


 


(j)            the
occurrence and continuation of an Indenture Event of Default; or


 


12

















 


(k)           for
any Payment Date, the Three-Month DSCR is less than 1.20 times (excluding the
effect of all Contributions).


 


Section 7.2.  Termination of Master Manager.


 


(a)           In
the event of a Master Manager Default or at any time during a Hot Back-Up
Services Period (as defined in the Replacement Management Agreement), the
Transaction Manager shall have all rights and remedies against the Master
Manager as may exist at law or in equity, and in such event or period, as
applicable, the Transaction Manager (at the direction of the Control Party or
the Replacement Manager) may by notice then given in writing to the Master
Manager (a “Master Manager Termination Notice”), terminate all or any
part of the rights and obligations of the Master Manager under this Master
Management Agreement.


 


(b)           After
receipt by the Master Manager of a Master Manager Termination Notice, on the
date that a successor Master Manager shall have been appointed by the
Transaction Manager pursuant to Section 7.3, all authority and power of
the Master Manager under this Master Management Agreement shall pass to and be
vested in such successor Master Manager (a “Master Management Transfer”).  The Master Manager agrees to cooperate with
the Transaction Manager and the successor Master Manager in effecting the
termination of the responsibilities and rights of the Master Manager to conduct
the Master Management Services hereunder, including, without limitation, the
transfer to such successor Master Manager of all authority of the Master
Manager to conduct the Master Management Services.  The Master Manager shall promptly (x) assemble
all of the Master Manager’s documents (including copies of all Customer
Contracts, if any), instruments and other records (including files, licenses,
rights, copies of all relevant computer programs and any necessary licenses for
the use thereof, related material, computer tapes, disks, cassettes and data)
that are necessary or desirable to enable the successor Master Manager to
effect the immediate performance of the Master Management Services hereunder,
with or without the participation of the Transaction Manager or the Master
Manager, and (y) either (i) deliver all of the foregoing documents,
instruments and other records to the successor Master Manager at a place
designated by it or (ii) grant a license to (x) occupy and use the
premises where all of the foregoing documents, instruments and other records
are located and (y) access such documents, instruments and other records.


 


(c)           All
costs and expenses incurred by the Master Manager, the successor Master Manager
and the Transaction Manager in connection with any Master Management Transfer
shall be reimbursed pursuant to the terms, and to the extent of amounts
available for payment under, Section 5.13 of the Base Indenture.


 


(d)           The
parties hereto each agree that the successor Master Manager shall be selected
in accordance with the terms of the Replacement Management Agreement.  In the event of any conflict between this
Master Management Agreement and the Replacement Management Agreement, the
Replacement Management Agreement shall control.


 


Section 7.3.  Appointment of Successor Master Manager.


 


(a)           On
and after the date of receipt by the Master Manager of a Master Manager
Termination Notice pursuant to Section 7.2  or the Master Manager’s resignation in
accordance 


 


13

















 


with the terms of this Master Management
Agreement, the Master Manager shall continue to perform all Master Management
Services hereunder, until (i) in the case of termination, the date
specified in such Master Manager Termination Notice or, if no such date is
specified in such Master Manager Termination Notice or is otherwise specified
by the Transaction Manager (acting at the direction of the Control Party or the
Replacement Manager), a date mutually agreed up by the Master Manager and the
Transaction Manager (acting at the direction of the Control Party or the
Replacement Manager) or (ii) in the case of resignation, the date upon
which the predecessor Master Manager shall become unable to act as Master
Manager, as specified in the notice of resignation.  The Transaction Manager (acting at the
direction of the Control Party or the Replacement Manager) shall as promptly as
possible after the giving of a Master Manager Termination Notice or receiving
notice of the Master Manager’s resignation, appoint a successor Master Manager
in accordance with the terms of the Replacement Management Agreement.


 


ARTICLE VIII.


 


MISCELLANEOUS


 


Section 8.1.  Notices.  All notices from one party to the other party
shall be in writing and shall be sent to the other party’s address by (a) delivery
by a reputable courier service or by certified mail (return receipt requested)
or (b) by facsimile transmission (or the equivalent transmission providing
written confirmation of receipt at the facsimile number of the addressee) with
a copy sent in either manner described in clause (a), all charges prepaid.  The date of receipt or refusal to accept
shall be the effective date of any such notice.


 


	
  Transaction Manager

  NuCO2 Management LLC

  2800 S.E. Market Place

  Stuart, FL 34997

  Attention: General Counsel

  	
   

  	
  The Master Manager

  NuCO2 Inc.

  2800 S.E. Market Place

  Stuart, FL 34997

  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  Trustee

  U.S. Bank National Association

  EP-MN-WS3D

  60 Livingston Avenue

  St. Paul, MN 55107

  Attention: Structured Finance/NuCO2

  	
   

  	
   

  



 


Section 8.2.  Entire Agreement.  This Master Management Agreement and the
other Related Documents set forth the entire agreement and understanding among
the parties with reference to the transactions contemplated hereby and
supersede any and all other oral or written agreements heretofore made.


 


Section 8.3.  Severability.  If any provision of this Master Management
Agreement or the application of any provision hereof to any Person or in any
circumstances is held invalid, the remainder of this Master Management
Agreement and the application of such provision to other Persons or
circumstances shall not be affected unless the provision held invalid shall 


 


14

















 


substantially
impair the benefits of the remaining portions of this Master Management
Agreement.


 


Section 8.4.  CONSENT TO JURISDICTION.


 


EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN
NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
MASTER MANAGEMENT AGREEMENT OR ANY OTHER RELATED DOCUMENT, AND HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED
BY LAW, IN SUCH FEDERAL COURT.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING, OR DELIVERY, OF COPIES OF SUCH PROCESS TO SUCH PARTY
AT ITS ADDRESS SPECIFIED IN SECTION 8.1 HEREOF.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.


 


Section 8.5.  Waiver of Jury Trial.  The parties hereto each waive their
respective rights to a trial by jury of any claim or cause of action based upon
or arising out of or related to this Master Management Agreement, or the
transactions contemplated hereby, in any action, proceeding or other litigation
of any type brought by any of the parties against any other party or parties,
whether with respect to contract claims, tort claims, or otherwise.  The parties hereto each agree that any such
claim or cause of action shall be tried by a court trial without a jury.  Without limiting the foregoing, the parties
further agree that their respective right to a trial by jury is waived by
operation of this Section 8.5 as to any action, counterclaim or
other proceeding which seeks, in whole or in part, to challenge the validity or
enforceability of this Master Management Agreement or any provision
hereof.  This waiver shall apply to any
subsequent amendments, renewals, supplements or modifications to this Master
Management Agreement.


 


Section 8.6.  Further Assurances.  The Master Manager shall furnish to the
Transaction Manager any further instruments, in form and substance reasonably
satisfactory to it, which it may reasonably require or deem necessary, from
time to time, to evidence, establish, protect, enforce, defend or secure it and
any and all of its rights hereunder.


 


Section 8.7.  Amendments; Waivers.  Any term, covenant, agreement or condition of
this Master Management Agreement may only be amended with the consent of the
Transaction Manager and the Co-Issuers or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or
prospectively) by the Transaction Manager and the Co-Issuers and in any such
event the failure to observe, perform or discharge any such covenant, condition
or obligation (whether such amendment is executed or such consent or waiver is
given 


 


15

















 


before
or after such failure) shall not be construed as a breach of such covenant,
condition or obligation or as a Master Manager Default.


 


Section 8.8.  Third Party Beneficiaries.  Each of the Master Issuer, the Contract
Holder, the Equipment Holder, the IP Holder and the Trustee shall be an express
third party beneficiary of this Master Management Agreement entitled to
directly enforce this Master Management Agreement.  In addition, each of the Control Party and
the Replacement Manager shall be an express third party beneficiary of this
Master Management Agreement and may exercise the rights of the Master Manager
and the Transaction Manager, and enforce the obligations of the Master Manager
and the Transaction Manager hereunder, in each case without the consent of
either the Master Manager or the Transaction Manager, provided that such action
shall be in accordance with the terms of the Replacement Management Agreement.


 


Section 8.9.  Successors and Assigns.  This Master Management Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto. 
All agreements, statements, representations and warranties made by the
Master Manager herein or in any certificate or other instrument delivered by
the Master Manager or on its behalf under this Master Management Agreement
shall be considered to have been relied upon by the Transaction Manager and
shall survive the execution and delivery of this Master Management
Agreement.  The Master Manager
acknowledges and agrees that the rights of the Transaction Manager hereunder
will be pledged to the Trustee pursuant to the Indenture.


 


Section 8.10.  No Bankruptcy Petition.  Each of the Master Manager and the
Transaction Manager by entering into this Master Management Agreement covenants
and agrees that, prior to the date which is one year and one day after the full
satisfaction and discharge of the Indenture in accordance with the terms
thereof, it will not institute against, or join any other Person in instituting
against the Transaction Manager and the Master Manager, respectively, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law.


 


Section 8.11.  Relationship of Parties.  Except as provided in Section 8.16
of this Agreement, nothing contained in this Master Management Agreement is
intended to create, or shall in any event or under any circumstance be
construed as creating, a partnership, joint venture, tenancy-in-common, joint
tenancy, agency or other relationship of any nature whatsoever between the
Master Manager and the Transaction Manager. 
The Master Manager acknowledges that (a) the Master Manager is
represented by competent counsel and has consulted counsel before executing
this Master Management Agreement and (b) it has relied solely on its own
judgment and advisors in entering into the transactions contemplated hereby.


 


Section 8.12.  Limitation on Liability; Indemnity.  (a) None of the
shareholders, directors, officers, employees or agents of the Master Manager
shall be under any liability to the Transaction Manager or any other Person for
any action taken or for refraining from the taking of any action taken in good
faith pursuant to this Master Management Agreement; provided, however,
that this provision shall not protect the Master Manager against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder.


 


16

















 


(b)           Notwithstanding the
foregoing, the Master Manager hereby agrees to indemnify and hold harmless the
Transaction Manager and its successors and assigns and each of its officers,
directors, affiliates, agents and representatives from and against any claim,
loss, liability, damage, settlement, cost or other expense including reasonable
attorney’s fees and expenses that arise out of, relate to or are in connection
with any negligent act or any negligent failure to act of the Master Manager in
the performance of its duties hereunder or any breach by the Master Manager of
any representation, covenant or other provision hereunder.


 


This Section 8.12 shall survive
termination of this Master Management Agreement.


 


Section 8.13.  Governing Law.


 


THIS MASTER MANAGEMENT
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW,
OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK.


 


Section 8.14.  Counterparts.  This Management Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


Section 8.15.  Limitation on Payment.  Any and all payments, including but not
limited to fees, expenses and costs, to be made to the Master Manager under
this Master Management Agreement shall be made only to the extent of funds
received by the Transaction Manager in accordance with Section 5.13
of the Base Indenture.


 


Section 8.16.  Status of Parties.  The Master Manager is authorized pursuant to
this Master Management Agreement to act as the authorized agent of the
Transaction Manager for the purposes set forth in this Master Management
Agreement.


 


Section 8.17.  Limitations on Authority.  Except as expressly set forth herein, the
Master Manager, in its capacity as Master Manager, shall not be authorized to
manage the affairs of the Transaction Manager. 
The management, policies, and operations of the Transaction Manager
shall be the responsibility of the Transaction Manager and the member of the
Transaction Manager acting pursuant to and in accordance with their respective
Organizational Documents and other applicable documents.


 


Section 8.18.  Headings and Captions.  The headings or captions in this Master
Management Agreement are inserted for convenience and identification only and
are in no way intended to describe, interpret, define, or limit the scope,
extent, or intent of this Master Management Agreement or any provisions
thereof.


 


[Remainder of Page Intentionally Left Blank]


 


17














 


IN
WITNESS WHEREOF, this Master Management Agreement has been executed by the duly
authorized signatories of the parties hereto all as of the day and year first
above written.


 


	
   

  	
  NuCO2 Inc., as Master Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
  Name: Eric M. Wechsler

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 Management LLC, as
  Transaction Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
   

  	
  Name: Eric M. Wechsler

  
	
   

  	
   

  	
  Title:
  General Counsel

  



 


18

















 


EXHIBIT A


 


POWER OF ATTORNEY


 


LIMITED POWER OF ATTORNEY (SPECIAL)


 


KNOW
ALL MEN BY THESE PRESENTS, that NuCO2 Management LLC (the
“Transaction Manager”), pursuant to the Master
Management Agreement (the “Master Management Agreement”), dated as of May 28,
2008, by and between NuCO2 Inc., as manager (the “Master
Manager”) and the Transaction Manager, does hereby nominate, constitute and
appoint the Master Manager as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:


 


To
perform any and all acts which may be necessary or appropriate to enable the
Master Manager to provide the Master Management Services in accordance with the
terms of the Master Management Agreement, giving and granting unto the Master Manager
full power and authority to do and perform any and every act necessary,
requisite, or proper in connection with the foregoing and hereby ratifying,
approving or confirming all that the Master Manager shall lawfully do or cause
to be done by virtue hereof.


 


Capitalized
terms used herein but not otherwise defined shall have the meanings set forth
in the Master Management Agreement.


 


19

















 


IN WITNESS WHEREOF, the undersigned has caused
this limited power of attorney to be executed as of this      
day of                     
2008.


 


 


	
   

  	
  NuCO2 Management
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


20

















 


Schedule 5.1(d)


 


LITIGATION


 


Pop’s Pancakes, Inc. and Zuccarelli’s Italian Kitchen, Inc.
v. NuCO2 Inc.


 


Alysia M. Torres, as Personal Representative of the Estate of George
Torres, deceased 3BM Casselberry, Inc. d/b/a McDonalds, McDonalds
Restaurants of Florida, Inc., McDonalds Corporation, and NuCO2 Inc.


 


21

















 


Schedule 5.1(e)


 


TAXES


 


Federal income tax audit for fiscal 2005


 


Florida sales tax for 11/03-10/06


 


Texas franchise tax for 2003-2006


 


Mississippi sales tax for 11/04-1/08


 


California sales tax for 10/04-12/07


 


22

















 


Schedule 5.1(h)


 


INSURANCE


 


	
  Policy

  	
   

  	
  Primary Insured

  	
   

  	
  Co-Insureds

  
	
  Auto

  	
   

  	
  NuCO2 Supply LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2 IP
  LLC, NuCO2 LLC, NuCO2 Inc.

  
	
  Workers Compensation

  	
   

  	
  NuCO2 Management LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Supply LLC, NuCO2 IP LLC,
  NuCO2 LLC, NuCO2 Inc.

  
	
  General Liability

  	
   

  	
  NuCO2 LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2
  Supply LLC, NuCO2 IP LLP, NuCO2 Inc.

  
	
  Umbrella

  	
   

  	
  NuCO2 LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2
  Supply LLC, NuCO2 IP LLP, NuCO2 Inc.

  
	
  Excess Liability

  	
   

  	
  NuCO2 LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2
  Supply LLC, NuCO2 IP LLP, NuCO2 Inc.

  
	
  Punitive Damages Wrap

  	
   

  	
  NuCO2 LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2
  Supply LLC, NuCO2 IP LLP, NuCO2 Inc.

  
	
  Property

  	
   

  	
  NuCO2 Supply LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2 IP
  LLC, NuCO2 LLC, NuCO2 Inc.

  
	
  Crime

  	
   

  	
  NuCO2 Management LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Supply LLC, NuCO2 IP LLC,
  NuCO2 LLC, NuCO2 Inc.

  
	
  Employment Practices

  	
   

  	
  NuCO2 Management LLC

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Supply LLC, NuCO2 IP LLC,
  NuCO2 LLC, NuCO2 Inc.

  
	
  D&O (no transfer)

  	
   

  	
  NuCO2 Inc.

  	
   

  	
  NuCO2 Funding LLC, NuCO2 Management LLC, NuCO2
  Supply LLC, NuCO2 IP LLC, NuCO2 LLC, Alvarez & Marsal, Inc., Alvarez &
  Marsal North America, LLC

  



 


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