Exhibit
4.3




 





 


NUCO2 FUNDING LLC,

NUCO2 LLC,

NUCO2 IP LLC and


NUCO2 SUPPLY LLC

each as Co-Issuer,


 


 


and


 


 


U.S. Bank National Association,

as Trustee, Administrative Agent and Securities Intermediary


 




 


SERIES 2008-1
SUPPLEMENT 




 


dated as of May 28,
2008




 


to




 


BASE INDENTURE




 


dated as of May 28,
2008


 





 


$280,000,000 7.25% Fixed Rate Series 2008-1
Senior Notes, Class A-1


$30,000,000 Series 2008-1 Variable Funding Senior
Notes, Class A-2


$20,000,000 Series 2008-1 Variable Funding Senior
Notes, Class A-3


$75,000,000 9.75% Fixed Rate Series 2008-1
Subordinated Notes, Class B-1


 




 





 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  PRELIMINARY STATEMENT

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  DESIGNATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II INITIAL ISSUANCE, INCREASES AND DECREASES
  OF THE SERIES 2008-1 CLASS A-2 OUTSTANDING PRINCIPAL AMOUNT AND THE
  SERIES 2008-1 CLASS A-3 OUTSTANDING PRINCIPAL AMOUNT

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Procedures for
  Issuing and Increasing the Series 2008-1 Class A-2 Outstanding
  Principal Amount and the Series 2008-1 Class A-3 Outstanding
  Principal Amount

  	
   

  	
  2

  
	
  Section 2.2

  	
  Procedures for
  Decreasing the Series 2008-1 Class A-2 Outstanding Principal Amount
  and the Series 2008-1 Class A-3 Outstanding Principal Amount

  	
   

  	
  3

  
	
  Section 2.3

  	
  Instructions to
  Trustee in the Event of a Series 2008-1 Class A-2 Decrease or a Series 2008-1
  Class A-3 Decrease

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III ALLOCATIONS; PAYMENTS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Application of
  Certain Amounts on the Series 2008-1 Closing Date

  	
   

  	
  6

  
	
  Section 3.2

  	
  Application of
  Collections on Payment Dates to the Series 2008-1 Notes

  	
   

  	
  6

  
	
  Section 3.3

  	
  Certain
  Distributions from Collection Account

  	
   

  	
  7

  
	
  Section 3.4

  	
  Series 2008-1
  Class A-1 Interest

  	
   

  	
  9

  
	
  Section 3.5

  	
  Series 2008-1
  Class A-2 Interest and Certain Fees

  	
   

  	
  10

  
	
  Section 3.6

  	
  Series 2008-1
  Class A-3 Interest and Certain Fees

  	
   

  	
  12

  
	
  Section 3.7

  	
  Series 2008-1
  Class B-1 Interest

  	
   

  	
  14

  
	
  Section 3.8

  	
  Payment of
  Series 2008-1 Note Principal

  	
   

  	
  15

  
	
  Section 3.9

  	
  Transaction
  Manager

  	
   

  	
  24

  
	
  Section 3.10

  	
  Master Manager

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV FORM OF SERIES 2008-1 NOTES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Issuance of
  Series 2008-1 Class A-1 Notes

  	
   

  	
  24

  
	
  Section 4.2

  	
  Issuance of
  Series 2008-1 Class A-2 Notes

  	
   

  	
  26

  
	
  Section 4.3

  	
  Issuance of
  Series 2008-1 Class A-3 Notes

  	
   

  	
  26

  
	
  Section 4.4

  	
  Issuance of
  Series 2008-1 Class B-1 Notes

  	
   

  	
  27

  
	
  Section 4.5

  	
  Transfer
  Restrictions of Series 2008-1 Class A-1 Notes

  	
   

  	
  29

  
	
  Section 4.6

  	
  Transfer
  Restrictions of Series 2008-1 Class A-2 Notes

  	
   

  	
  37

  
	
  Section 4.7

  	
  Transfer
  Restrictions of Series 2008-1 Class A-3 Notes

  	
   

  	
  38

  
	
  Section 4.8

  	
  Transfer Restrictions
  of Series 2008-1 Class B-1 Notes

  	
   

  	
  39

  



 


i

















 


	
  Section 4.9

  	
  Section 3(c)(7) Procedures

  	
  47

  
	
  Section 4.10

  	
  Note Owner
  Representations and Warranties

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  GENERAL

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Information

  	
  57

  
	
  Section 5.2

  	
  Exhibits

  	
  58

  
	
  Section 5.3

  	
  Ratification of
  Base Indenture

  	
  58

  
	
  Section 5.4

  	
  Certain Notices
  to the Rating Agencies

  	
  58

  
	
  Section 5.5

  	
  Counterparts

  	
  58

  
	
  Section 5.6

  	
  Governing Law

  	
  58

  
	
  Section 5.7

  	
  Amendments

  	
  58

  
	
  Section 5.8

  	
  Termination of
  Series 2008-1 Supplement

  	
  58

  
	
  Section 5.9

  	
  Discharge of Indenture

  	
  59

  
	
  Section 5.10

  	
  Fiscal Year End

  	
  59

  
	
   

  	
   

  	
   

  
	
  ANNEXES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Annex A

  	
  Series 2008-1 Supplemental Definitions List

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A-1-1:

  	
  Form of Restricted Rule 144A
  Class A-1 Global Note

  	
   

  
	
  Exhibit A-1-2:

  	
  Form of Restricted Regulation S Class A-1
  Global Note

  	
   

  
	
  Exhibit A-2:

  	
  Form of Series 2008-1 Class A-2 Note

  	
   

  
	
  Exhibit A-3:

  	
  Form of Series 2008-1 Class A-3 Note

  	
   

  
	
  Exhibit B-1-1:

  	
  Form of Restricted Rule 144A
  Class B-1 Global Note

  	
   

  
	
  Exhibit B-1-2:

  	
  Form of Restricted Regulation S Class B-1
  Global Note

  	
   

  
	
  Exhibit C-1:

  	
  Form of Transferee Certificate

  	
   

  
	
  Exhibit C-2:

  	
  Form of Transferee Certificate

  	
   

  
	
  Exhibit C-3:

  	
  Form of Transferee Certificate

  	
   

  
	
  Exhibit C-4:

  	
  Form of Transferee Certificate

  	
   

  
	
  Exhibit D:

  	
  Form of Noteholders’ Statement

  	
   

  
	
  Exhibit E:

  	
  Form of Important
  Section 3(c)(7) Notice

  	
   

  



 


ii

















 


SERIES 2008-1 SUPPLEMENT,
dated as of May 28, 2008 (this “Series 2008-1 Supplement”), by
and among NUCO2 FUNDING LLC, a Delaware limited liability company (the “Master
Issuer”), NUCO2 LLC, a Delaware limited liability company
(the “Contract Holder”), NUCO2 IP LLC, a Delaware limited liability company (the “IP
Holder”), NUCO2 SUPPLY LLC, a Delaware limited liability company
(the “Equipment Holder” and, together with the Master Issuer, the
Contract Holder and the IP Holder, collectively, the “Co-Issuers” and
each, a “Co-Issuer) and U.S. Bank National Association, a national
banking association, as trustee (in such capacity, the “Trustee”),
administrative agent (in such capacity, the “Administrative Agent”) and
as securities intermediary to the Base Indenture, dated as of the date hereof,
by and among the Co-Issuers and the Trustee (as amended, modified or
supplemented from time to time, exclusive of this Series 2008-1
Supplement, the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


WHEREAS, Sections 2.3  and  12.1 of
the Base Indenture provide, among other things, that the Co-Issuers and the
Trustee may at any time and from time to time enter into a Series Supplement
to the Base Indenture for the purpose of authorizing the issuance of one or
more Series of Notes (as defined in Annex A of the Base Indenture)
upon satisfaction of the conditions set forth therein; and


 


WHEREAS, all such
conditions have been met for the issuance of the Series of Notes
authorized hereunder.


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


DESIGNATION


 


There is hereby created a
Series of Notes to be issued pursuant to the Base Indenture and this Series 2008-1
Supplement, and such Series of Notes shall be designated as Series 2008-1
Notes.  On the Series 2008-1 Closing
Date, four Classes of Notes of such Series shall be issued:  (a) 7.25% Fixed Rate Series 2008-1
Senior Notes, Class A-1 (as referred to herein, the “Series 2008-1
Class A-1 Notes”), (b) Series 2008-1 Variable Funding Senior
Notes, Class A-2 (as referred to herein, the “Series 2008-1 Class A-2
Notes”), (c) Series 2008-1 Variable Funding Senior Notes, Class A-3
(as referred to herein, the “Series 2008-1 Class A-3 Notes”)
and (d) 9.75% Fixed Rate Series 2008-1 Subordinated Notes, Class B-1
(as referred to herein, the “Series 2008-1 Class B-1 Notes”).  For purposes of the Indenture, the Series 2008-1
Class A-1 Notes, the Series 2008-1 Class A-2 Notes and the Series 2008-1
Class A-3 Notes shall be deemed to be “Senior Notes” that are “Class A
Senior Notes,” and the Series 2008-1 Class B-1 Notes shall be deemed
to be “Subordinated Notes.”


 


1

















 


ARTICLE I


 


DEFINITIONS


 


All capitalized terms
used herein (including in the preamble and the recitals hereto) shall have the
meanings assigned to such terms in the Series 2008-1 Supplemental
Definitions List attached hereto as Annex A (the “Series 2008-1
Supplemental Definitions List”) as such Series 2008-1 Supplemental
Definitions List may be amended, supplemented or otherwise modified from time
to time in accordance with the terms hereof. 
All
capitalized terms not otherwise defined therein shall have the meanings
assigned thereto in the Base Indenture Definitions List attached
to the Base Indenture as Annex A thereto, as such Base Indenture
Definitions List may be amended, supplemented or otherwise modified from time
to time in accordance with the terms of the Base Indenture.  Unless otherwise specified herein, all
Article, Exhibit, Section or Subsection references herein shall refer
to Articles, Exhibits, Sections or Subsections of the Base Indenture or
this Series 2008-1 Supplement (as indicated herein).  Unless otherwise stated herein, as the
context otherwise requires or if such term is otherwise defined in the Base
Indenture, each capitalized term used or defined herein shall relate only to
the Series 2008-1 Notes and not to any other Series of Notes issued
by the Co-Issuers.


 


ARTICLE II


 


INITIAL
ISSUANCE, INCREASES AND DECREASES OF


THE SERIES 2008-1 CLASS A-2 OUTSTANDING PRINCIPAL
AMOUNT AND THE SERIES 2008-1 CLASS A-3 OUTSTANDING PRINCIPAL AMOUNT


 


Section 2.1             Procedures for Issuing and
Increasing the Series 2008-1 Class A-2 Outstanding Principal Amount
and the Series 2008-1 Class A-3 Outstanding Principal Amount.


 


(a)           Subject to satisfaction of the
conditions precedent to the making of Series 2008-1 Class A-2
Advances set forth in the Series 2008-1 Class A-2 Note Purchase
Agreement, on any Payment Date during the Commitment Term with respect to the Series 2008-1
Class A-2 Notes, the Co-Issuers may increase the Series 2008-1 Class A-2
Outstanding Principal Amount (such increase referred to as a “Series 2008-1
Class A-2 Increase”), by drawing ratably, at par, principal amounts of
the Series 2008-1 Class A-2 Notes corresponding to the aggregate
amount of the Series 2008-1 Class A-2 Advances made on such Payment
Date; provided that at no time shall a Series 2008-1 Class A-2
Increase be made if, after giving effect thereto, the Series 2008-1 Class A-2
Outstanding Principal Amount would exceed the Series 2008-1 Class A-2
Note Maximum Aggregate Advanced Amount. 
Each Series 2008-1 Class A-2 Increase shall be made in
accordance with the provisions of Sections 2.02 and 2.03 of
the Series 2008-1 Class A-2 Note Purchase Agreement and shall be
ratably allocated among the Series 2008-1 Class A-2 Noteholders as
provided therein.  Proceeds from the Series 2008-1
Class A-2 Advances shall be paid as directed by the Co-Issuers in the
applicable Series 2008-1 Class A-2 Advance Request or as otherwise
set forth in the Series 2008-1 Class 


 


2

















 


A-2 Note Purchase Agreement.  Upon receipt of written notice from the
Co-Issuers or the Series 2008-1 Class A-2 Note Administrative Agent
of any Series 2008-1 Class A-2 Advance, the Trustee shall indicate in
its books and records the amount of such Series 2008-1 Class A-2
Increase.


 


(b)           Subject to satisfaction of the
conditions precedent to the making of Series 2008-1 Class A-3
Advances set forth in the Series 2008-1 Class A-3 Note Purchase
Agreement, on any Business Day during the Commitment Term with respect to the Series 2008-1
Class A-3 Notes, the Co-Issuers may increase the Series 2008-1 Class A-3
Outstanding Principal Amount (such increase referred to as a “Series 2008-1
Class A-3 Increase”), by drawing ratably, at par, principal amounts of
the Series 2008-1 Class A-3 Notes corresponding to the aggregate
amount of the Series 2008-1 Class A-3 Advances made on such Business
Day; provided that at no time may the Series 2008-1 Class A-3
Outstanding Principal Amount exceed the Series 2008-1 Class A-3
Maximum Principal Amount.  Each Series 2008-1
Class A-3 Advance shall be made in accordance with the provisions of Sections 2.02
and 2.03 of the Series 2008-1 Class A-3 Note Purchase
Agreement and shall be ratably allocated among the Series 2008-1 Class A-3
Noteholders as provided therein. 
Proceeds from the Series 2008-1 Class A-3 Advances shall be
paid as directed by the Co-Issuers in the applicable Series 2008-1 Class A-3
Advance Request or as otherwise set forth in the Series 2008-1 Class A-3
Note Purchase Agreement.  Upon receipt of
written notice from the Co-Issuers or the Series 2008-1 Class A-3
Note Administrative Agent of any Series 2008-1 Class A-3 Advance, the
Trustee shall indicate in its books and records the amount of such Series 2008-1
Class A-3 Increase.


 


Section 2.2             Procedures for Decreasing the Series 2008-1
Class A-2 Outstanding Principal Amount and the Series 2008-1 Class A-3
Outstanding Principal Amount.


 


(a)           Required Amortization.


 


(i)            Whenever a Series 2008-1
Class A-2 Excess Principal Event shall have occurred, then, on the Payment
Date immediately following discovery by the Transaction Manager, any Co-Issuer,
the Trustee, any Series 2008-1 Class A-2 Investor, or any applicable
Holder of Series 2008-1 Class A-2 Notes of such Series 2008-1 Class A-2
Excess Principal Event, the Co-Issuers shall deposit to the Collection Account
for allocation (in accordance with clause eighth of the Priority of
Payments) to the Senior Note Principal Payments Account of the amount of funds
referred to in subclause (1) of the next sentence, and to the Senior Note
Interest Account of the amount of funds referred to in subclause (2) of
the next sentence, and shall direct the Trustee in writing to distribute such
funds in accordance with Sections 5.13, 5.14 and 6.1 of
the Base Indenture.  Such written
direction of the Co-Issuers shall provide for the distribution of (1) funds
sufficient to decrease the Series 2008-1 Class A-2 Outstanding
Principal Amount by the excess of (A) an amount equal to the Series 2008-1
Class A-2 Outstanding Principal Amount as of 


 


3

















 


such Payment Date over
(B) the Series 2008-1 Class A-2 Note Maximum Aggregate Advanced
Amount for such Payment Date (the “Series 2008-1 Class A-2
Required Amortization Amounts”) (each decrease of the Series 2008-1 Class A-2
Outstanding Principal Amount pursuant to this Section 2.2(a)(i), or
any other required payment of principal in respect of the Series 2008-1 Class A-2
Notes pursuant to Section 3.8 of this Series 2008-1
Supplement, a “Series 2008-1 Class A-2 Required Amortization”),
plus (2) any associated Series 2008-1 Class A-2 Breakage
Amounts incurred as a result of such decrease (calculated in accordance with
the Series 2008-1 Class A-2 Note Purchase Agreement).  Such Series 2008-1 Class A-2
Required Amortization shall be allocated among the Series 2008-1 Class A-2
Noteholders in accordance with the order of distribution of principal payments
set forth in Sections 5.13, 5.14 and 6.1 of the Base
Indenture and in Section 4.02 of the Series 2008-1 Class A-2
Note Purchase Agreement.  Upon discovery
of such a Series 2008-1 Class A-2 Excess Principal Event, the
Co-Issuers promptly, but in any event within one (1) Business Day, shall
deliver written notice (by facsimile with original to follow by mail) of the
need for the distribution of any such Series 2008-1 Class A-2
Required Amortizations to the Trustee and the Series 2008-1 Class A-2
Note Administrative Agent.


 


(ii)           Whenever a Series 2008-1
Class A-3 Excess Principal Event shall have occurred, then, on the Payment
Date immediately following discovery by the Transaction Manager, any Co-Issuer,
the Trustee, any Series 2008-1 Class A-3 Investor, or any applicable
Holder of Series 2008-1 Class A-3 Notes of such Series 2008-1 Class A-3
Excess Principal Event, the Co-Issuers shall deposit to the Collection Account
for allocation (in accordance with clause eighth of the Priority of
Payments) to the Senior Note Principal Payments Account of the amount of funds
referred to in subclause (1) of the next sentence, and to the Senior Note
Interest Account of the amount of funds referred to in subclause (2) of
the next sentence, and shall direct the Trustee in writing to distribute such
funds in accordance with Sections 5.13, 5.14 and 6.1 of
the Base Indenture.  Such written
direction of the Co-Issuers shall provide for the distribution of (1) funds
sufficient to decrease the Series 2008-1 Class A-3 Outstanding
Principal Amount by the excess of (A) an amount equal to the Series 2008-1
Class A-3 Outstanding Principal Amount as of such Payment Date over (B) the
Series 2008-1 Class A-3 Maximum Principal Amount for such Payment
Date (each decrease of the Series 2008-1 Class A-3 Outstanding
Principal Amount pursuant to this Section 2.2(a)(ii), or any other
required payment of principal in respect of the Series 2008-1 Class A-3
Notes pursuant to Section 3.8 of this Series 2008-1
Supplement, a “Series 2008-1 Class A-3 Required Amortization”),
plus (2) any associated Series 2008-1 Class A-3 Breakage
Amounts incurred as a result of such decrease (calculated in accordance with
the Series 2008-1 Class A-3 Note Purchase Agreement).  Such Series 2008-1 Class A-3
Required Amortization shall be allocated among the Series 


 


4

















 


2008-1 Class A-3
Noteholders in accordance with the order of distribution of principal payments
set forth in Sections 5.13, 5.14 and 6.1 of the Base
Indenture and in Section 4.02 of the Series 2008-1 Class A-3
Note Purchase Agreement.  Upon discovery
of such a Series 2008-1 Class A-3 Excess Principal Event, the
Co-Issuers promptly, but in any event within one (1) Business Day, shall
deliver written notice (by facsimile with original to follow by mail) of the
need for the distribution of any such Series 2008-1 Class A-3
Required Amortizations to the Trustee and the Series 2008-1 Class A-3
Note Administrative Agent.


 


(b)           Voluntary Decrease.


 


(i)            On any Payment
Date, upon at least three (3) Business Day’s prior written notice to each Series 2008-1
Class A-2 Investor, the Series 2008-1 Class A-2 Note
Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2008-1
Class A-2 Outstanding Principal Amount (each such decrease of the Series 2008-1
Class A-2 Outstanding Principal Amount pursuant to this Section 2.2(b)(i),
a “Series 2008-1 Class A-2 Voluntary Decrease”) by depositing
to the Senior Note Principal Payments Account the amount of funds referred to
in subclause (1) of the next sentence, and to the Senior Note Interest
Account the amount of funds referred to in subclause (2) of the next
sentence on such Payment Date, and providing a written report to the Trustee
directing the Trustee to distribute such funds to the Holders of the Series 2008-1
Class A-2 Notes on a pro rata basis according to the
amounts owed on such Series 2008-1 Class A-2 Notes in accordance with
Section 6.1(a) of the Base Indenture.  Such written direction of the Co-Issuers
shall provide for the distribution of (1) an amount (subject to the last
sentence of this Section 2.2(b)(i)) equal to the amount of such Series 2008-1
Class A-2 Voluntary Decrease, plus (2) any associated Series 2008-1
Class A-2 Breakage Amounts incurred as a result of such decrease
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement).  Each such Series 2008-1
Class A-2 Voluntary Decrease shall be in a minimum principal amount as
provided in the Series 2008-1 Class A-2 Note Purchase Agreement.


 


(ii)           On any Payment
Date, upon at least three (3) Business Day’s prior written notice to each Series 2008-1
Class A-3 Investor, the Series 2008-1 Class A-3 Note Administrative
Agent and the Trustee, the Co-Issuers may decrease the Series 2008-1 Class A-3
Outstanding Principal Amount (each such decrease of the Series 2008-1 Class A-3
Outstanding Principal Amount pursuant to this Section 2.2(b)(i), a “Series 2008-1
Class A-3 Voluntary Decrease”) by depositing to the Senior Note
Principal Payments Account the amount of funds referred to in subclause (1) of
the next sentence, and to the Senior Note Interest Account the amount of funds
referred to in subclause (2) of the next sentence on such Payment Date,
and providing a written report to 


 


5

















 


the Trustee
directing the Trustee to distribute such funds to the Holders of the Series 2008-1
Class A-3 Notes on a pro rata basis according to the
amounts owed on such Series 2008-1 Class A-3 Notes in accordance with
Section 6.1(a) of the Base Indenture.  Such written direction of the Co-Issuers
shall provide for the distribution of (1) an amount (subject to the last
sentence of this Section 2.2(b)(ii)) equal to the amount of such Series 2008-1
Class A-3 Voluntary Decrease, plus (2) any associated Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such decrease
(calculated in accordance with the Series 2008-1 Class A-3 Note
Purchase Agreement).  Each such Series 2008-1
Class A-3 Voluntary Decrease shall be in a minimum principal amount as
provided in the Series 2008-1 Class A-3 Note Purchase Agreement.


 


Section 2.3             Instructions
to Trustee in the Event of a Series 2008-1 Class A-2 Decrease or a Series 2008-1
Class A-3 Decrease.


 


(a)           upon distribution to the Series 2008-1
Class A-2 Noteholders of principal of the Series 2008-1 Class A-2
Notes in connection with each Series 2008-1 Class A-2 Decrease, the
Trustee shall indicate in its books and records such Series 2008-1 Class A-2
Decrease, and


 


(b)           upon distribution to the Series 2008-1
Class A-3 Noteholders of principal of the Series 2008-1 Class A-3
Notes in connection with each Series 2008-1 Class A-3 Decrease, the
Trustee shall indicate in its books and records such Series 2008-1 Class A-3
Decrease.


 


ARTICLE III


 


ALLOCATIONS; PAYMENTS


 


With respect to the Series 2008-1
Notes only, the following shall apply:


 


Section 3.1             Application of Certain Amounts
on the Series 2008-1 Closing Date. 
On the Series 2008-1 Closing Date:


 


(a)           a portion of the net proceeds from
the initial sale of the Series 2008-1 Notes in an amount equal to  $1,461,806 shall be deposited into the
Senior Note Interest Reserve Account;


 


(b)           a portion of the proceeds from the
initial sale of the Series 2008-1 Notes in an amount equal to $1,969,618
shall be deposited into the Collection Account; and


 


(c)           the remainder of the net proceeds
from the sale of the Series 2008-1 Notes will be paid to, or at the
direction of, the Co-Issuers.


 


Section 3.2             Application of Collections on
Payment Dates to the Series 2008-1 Notes.  On each Payment Date:


 


6

















 


(a)           the Series 2008-1 Class A-1
Notes, the Series 2008-1 Class A-2 Notes and the Series 2008-1 Class A-3
Notes shall be entitled to all amounts allocated to such Notes, to the extent
that funds are available therefor, in accordance with the provisions of the
Priority of Payments and the other terms of the Base Indenture, including the
Senior Note Interest Amount, the Senior Note Contingent Additional Interest
Amount, the Series 2008-1 Note Make Whole Premium, the Series 2008-1 Class A-2
Senior Note Commitment Fee Amount, the Series 2008-1 Class A-3 Senior
Note Commitment Fee Amount, the Series 2008-1 Class A-2 Other Amounts, the Series 2008-1
Class A-3 Other Amounts, the Series 2008-1 Class A-2 Breakage
Amounts and the Series 2008-1 Class A-3 Breakage Amounts allocable to
such Notes, all amounts payable in respect of the principal of such Notes and
other amounts payable in respect of such Notes; and


 


(b)           the Series 2008-1 Class B-1
Notes shall be entitled to all amounts allocated to such Notes, to the extent
that funds are available therefor, in accordance with the provisions of the
Priority of Payments and the other terms of the Base Indenture, including the
Subordinated Notes Interest Amount, the Subordinated Note Contingent Additional
Interest Amount, the Series 2008-1 Note Make Whole Premium allocable to
such Notes, all amounts payable in respect of the principal of such Notes and
other amounts payable in respect of such Notes.


 


The Trustee is hereby
authorized (but shall not be obligated) to cause the payments contemplated in
this Section 3.2 to the extent that the Master Issuer, or the
Transaction Manager on its behalf, has not timely instructed the Trustee to so
make such payments, all in accordance with the Base Indenture.


 


Section 3.3             Certain Distributions from
Collection Account.  On each Payment
Date, based solely upon the most recent Monthly Manager’s Certificate, the
Trustee shall, in accordance with Sections 5.13 and 5.14 of the Base
Indenture remit:


 


(a)           to the Series 2008-1 Class A-1
Noteholders from the Senior Note Interest Account the amount allocated thereto
for the payment of interest and any Note Make Whole Premium in respect of the Series 2008-1
Class A-1 Notes,


 


(b)           to the Series 2008-1 Class A-1
Noteholders from the Senior Note Principal Payments Account the amount
allocated thereto for the payment of principal in respect of the Series 2008-1
Class A-1 Notes,


 


(c)           to the Series 2008-1 Class A-1
Noteholders from the Senior Note Contingent Additional Interest Account the
amount deposited thereto for the payment of Series 2008-1 Class A-1
Contingent Additional Interest,


 


(d)           to the Series 2008-1 Class A-2
Noteholders from the Senior Note Interest Account the amount allocated thereto
for the payment of interest and any Class A-2 Breakage Amount in respect
of the Series 2008-1 Class A-2 Notes,


 


7














 


(e)           to
the Series 2008-1 Class A-2 Noteholders from the Senior Note
Principal Payments Account the amount allocated thereto for the payment of
principal in respect of the Series 2008-1 Class A-2 Notes,


 


(f)            to
the Series 2008-1 Class A-2 Noteholders from the Senior Note
Contingent Additional Interest Account the amount deposited thereto for the
payment of Series 2008-1 Class A-2 Contingent Additional Interest,


 


(g)           to
the Series 2008-1 Class A-2 Noteholders from the Class A-2 Notes
Commitment Fees Account the amount deposited thereto for the payment of the Series 2008-1
Class A-2 Senior Note Commitment Fee Amount,


 


(h)           to
the Series 2008-1 Class A-2 Note Administrative Agent on behalf of
itself or on behalf of the Holders of the Series 2008-1 Class A-2
Notes, as applicable, from the Collection Account the amount deposited thereto
for the payment of the Series 2008-1 Class A-2 Other Amounts,


 


(i)            to
the Series 2008-1 Class A-3 Noteholders from the Senior Note Interest
Account the amount allocated thereto for the payment of interest and any Series 2008-1
Class A-3 Breakage Amount,


 


(j)            to
the Series 2008-1 Class A-3 Noteholders from the Senior Note
Principal Payments Account the amount allocated thereto for the payment of
principal in respect of the Series 2008-1 Class A-3 Notes,


 


(k)           to
the Series 2008-1 Class A-3 Noteholders from the Senior Note
Contingent Additional Interest Account the amount deposited thereto for the
payment of Series 2008-1 Class A-3 Contingent Additional Interest,


 


(l)            to
the Series 2008-1 Class A-3 Noteholders from the Class A-3 Notes
Commitment Fees Account the amount deposited thereto for the payment of the Series 2008-1
Class A-3 Senior Note Commitment Fee Amount,


 


(m)          to
the Series 2008-1 Class A-3 Note Administrative Agent on behalf of
itself or on behalf of the Holders of the Series 2008-1 Class A-3
Notes, as applicable, from the Collection Account the amount deposited thereto
for the payment of the Series 2008-1 Class A-3 Other Amounts,


 


(n)           to
the Series 2008-1 Class B-1 Noteholders from the Subordinated Note
Interest Account the amount allocated thereto for the payment of interest and
any Note Make Whole Premium in respect of the Series 2008-1 Class B-1
Notes,


 


(o)           to
the Series 2008-1 Class B-1 Noteholders from the Subordinated  Note Principal Payments Account the amount
allocated thereto for the payment of principal in respect of the Series 2008-1
Class B-1 Notes, and


 


(p)           to
the Series 2008-1 Class B-1 Noteholders from the Subordinated Note
Contingent Additional Interest Account the amount allocated thereto for the 


 


8

















 


payment of Subordinated Note Contingent Additional Interest in respect
of the Series 2008-1 Class B-1 Notes.


 


For purposes of the Base Indenture, the Series 2008-1
Senior Note Interest Reserve Account Required Amount shall be a “Senior Note
Interest Reserve Account Required Amount” and shall be required to be
maintained on deposit in the Senior Note Interest Reserve Account.


 


Section 3.4             Series 2008-1 Class A-1
Interest.


 


(a)           Series 2008-1
Class A-1 Note Interest Amount. 
From and after the Series 2008-1 Closing Date and until the Series 2008-1
Final Payment has been made, interest on the Series 2008-1 Class A-1
Notes will accrue at a fixed rate of 7.25% per annum (the “Series 2008-1
Class A-1 Note Interest Rate”) and will be due and payable in arrears
and distributed to the Series 2008-1 Class A-1 Noteholders on each
Payment Date, commencing on the Payment Date occurring in July 2008.  The amount of interest to be paid on such
Payment Date to the Series 2008-1 Class A-1 Noteholders (the “Series 2008-1
Class A-1 Interest”) will be an amount equal to the sum of (a) the
accrued interest at the Series 2008-1 Class A-1 Note Interest Rate on
the Series 2008-1 Class A-1 Outstanding Principal Amount (as of the
first day of the related Interest Period after giving effect to all payments of
principal made to such Noteholders as of such day), calculated based on a year
of twelve 30-day months, and (b) the amount of any Senior Note Interest
Shortfall Amount with respect to the Series 2008-1 Class A-1 Notes
for the immediately preceding Interest Period, together with any interest
thereon.  The Series 2008-1 Class A-1
Interest constitutes part of the “Senior Note Interest Amount” for purposes of clause
fourth of the Priority of Payments. 
Failure to pay, in full, any portion of any Series 2008-1 Class A-1
Interest that is due and payable on any Payment Date will be an Event of
Default, and to the extent any portion of any Series 2008-1 Class A-1
Interest is not paid, in full, when due, such unpaid amount shall accrue
interest at the Series 2008-1 Class A-1 Note Interest Rate until paid
in full; provided that in any event all accrued but unpaid Series 2008-1
Class A-1 Interest shall be due and payable on the Series 2008-1
Legal Final Maturity Date, on any Series 2008-1 Prepayment Date with
respect to a prepayment in full of the Series 2008-1 Class A-1 Notes
or on any other day on which all of the Series 2008-1 Class A-1
Outstanding Principal Amount is required to be paid in full.  The Series 2008-1 Class A-1
Interest is not guaranteed by any Person.


 


(b)           Series 2008-1
Class A-1 Contingent Additional Interest.  If the Series 2008-1 Final Payment has
not been made on the Series 2008-1 Scheduled Maturity Date, then for each
Interest Period following the Series 2008-1 Scheduled Maturity Date
(including without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter), if (a) the sum of
(i) One-Month LIBOR plus (ii) 5.00%
per annum plus (iii) 2.00%
(such aggregate amount in this clause (a), the “Series 2008-1 Class A-1
Stepped-Up Interest Rate”) is greater than (b) the product of (x) the
Series 2008-1 Class A-1 Note Interest Rate and (y) the ratio
achieved by dividing (I) 30 by (II) the number of days in each such
Interest Period (such excess, if any, the “Series 2008-1 Class A-1
Contingent Additional Interest Rate”), contingent additional interest shall
accrue on the Series 2008-1 Class A-1 Outstanding Principal Amount 


 


9

















 


during each such Interest Period at an annual interest rate equal to
the Series 2008-1 Class A-1 Contingent Additional Interest Rate,
calculated based on a 360-day year and the actual number of days elapsed during
each such Interest Period (such contingent additional interest, the “Series 2008-1
Class A-1 Contingent Additional Interest”).


 


(c)           Payment
of Series 2008-1 Class A-1 Contingent Additional Interest.  All accrued but unpaid Series 2008-1 Class A-1
Contingent Additional Interest shall be due and payable in full on any Payment
Date only as and when amounts are made available for payment thereof in
accordance with the Priority of Payments. 
The Series 2008-1 Class A-1 Contingent Additional Interest
constitutes part of the “Senior Note Contingent Additional Interest Amount” for
purposes of clause seventeenth of the Priority of Payments.  Failure to pay any portion of any Series 2008-1
Class A-1 Contingent Additional Interest on any Payment Date will not be
an Event of Default, but interest shall accrue on such unpaid portion of such Series 2008-1
Contingent Additional Interest at the Series 2008-1 Class A-1
Stepped-Up Interest Rate; provided that in any event all accrued but
unpaid Series 2008-1 Class A-1 Contingent Additional Interest shall
be due and payable in full on the Series 2008-1 Legal Final Maturity Date,
on any Series 2008-1 Prepayment Date with respect to a prepayment in full
of the Series 2008-1 Class A-1 Notes or on any other day on which all
of the Series 2008-1 Class A-1 Outstanding Principal Amount is
required to be paid in full.  The Series 2008-1
Class A-1 Contingent Additional Interest is not guaranteed by any Person.


 


(d)           Series 2008-1
Class A-1 Initial Interest Period. 
The initial Interest Period for the Series 2008-1 Class A-1
Notes shall be from and including the Series 2008-1 Closing Date to but
excluding the Payment Date occurring in July 2008.


 


Section 3.5             Series 2008-1 Class A-2
Interest and Certain Fees.


 


(a)           Series 2008-1
Class A-2 Note Interest Amount. 
From and after the Series 2008-1 Closing Date, the Series 2008-1
Class A-2 Outstanding Principal Amount will accrue interest at the Series 2008-1
Class A-2 Note Interest Rate which will be due and payable in arrears and
distributed to the Series 2008-1 Class A-2 Noteholders on each
Payment Date, commencing on the Payment Date occurring in July 2008.  The amount of interest to be paid on such
Payment Date to the Series 2008-1 Class A-2 Noteholders (the “Series 2008-1
Class A-2 Interest”) will be, with respect to any Series 2008-1 Class A-2
Notes for each Interest Period, an amount equal to the sum of (a) the
aggregate of the Series 2008-1 Class A-2 Daily Interest Amounts for
each day during the related Interest Period and (b) the amount of any
Senior Note Interest Shortfall Amount with respect to the Series 2008-1 Class A-2
Notes for the immediately preceding Interest Period, together with any interest
thereon. The Series 2008-1 Class A-2 Interest constitutes part of the
“Senior Note Interest Amount” for purposes of clause fourth of the
Priority of Payments.  Failure to pay, in
full, any portion of any Series 2008-1 Class A-2 Interest that is due
and payable on any Payment Date will be an Event of Default, and, to the extent
any portion of any Series 2008-1 Class A-2 Interest is not paid, in
full, when due, such unpaid amount shall accrue interest at the Series 2008-1
Class A-2 Note Interest Rate until paid in full; provided that in
any event all accrued but unpaid Series 2008-1 Class A-2 Interest
shall be payable on the Series 2008-1 Legal Final Maturity Date, or any 


 


10

















 


Series 2008-1 Prepayment Date with respect to a prepayment in full
of the Series 2008-1 Class A-2 Notes, or any day when the Series 2008-1
Class A-2 Commitments are terminated in full, or on any other day on which
all of the Series 2008-1 Class A-2 Outstanding Principal Amount is
required to be paid in full.  The Series 2008-1
Class A-2 Interest is not guaranteed by any Person.


 


(b)           Series 2008-1 Class A-2 Senior Note
Commitment Fee Amount.  From
and after the Series 2008-1 Closing Date, the Series 2008-1 Class A-2
Noteholders will be due an amount equal to the Series 2008-1 Class A-2 Senior Note Commitment Fee Amount,
and such amount will be due and payable in arrears and distributed to the Series 2008-1
Class A-2 Noteholders on each Payment Date, commencing on the Payment Date
occurring in July 2008.  The Series 2008-1 Class A-2 Senior Note
Commitment Fee Amount constitutes part of the “Class A-2 Senior
Note Commitment Fee Amount” for purposes of clause fifth of the Priority
of Payments. Failure to pay, in full, any portion of any Series 2008-1 Class A-2
Senior Note Commitment Fee Amount that is due and payable on any Payment Date
will be an Event of Default, and, to the extent any portion of any Series 2008-1
Class A-2 Senior Note Commitment Fee Amount is not paid, in full, when
due, such unpaid amount shall accrue interest at the Series 2008-1 Class A-2
Note Interest Rate until paid in full; provided that in any event all
accrued but unpaid Series 2008-1 Class A-2 Senior Note Commitment Fee
Amounts shall be payable on the Series 2008-1 Legal Final Maturity Date,
or any Series 2008-1 Prepayment Date with respect to a prepayment in full
of the Series 2008-1 Class A-2 Notes, or any day when the Series 2008-1
Class A-2 Commitments are terminated in full, or on any other day on which
all of the Series 2008-1 Class A-2 Outstanding Principal Amount is
required to be paid in full.  The Series 2008-1 Class A-2 Senior Note
Commitment Fee Amount is not guaranteed by any Person.


 


(c)           Series 2008-1
Class A-2 Contingent Additional Interest.  If the Series 2008-1 Final Payment has
not been made on the Series 2008-1 Scheduled Maturity Date, then for each
Interest Period following the Series 2008-1 Scheduled Maturity Date
(including without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter), contingent
additional interest shall accrue on the Series 2008-1 Class A-2
Outstanding Principal Amount during each such Interest Period at an annual
interest rate equal to the Series 2008-1 Class A-2 Contingent
Additional Interest Rate, calculated based on a 360-day year and the actual
number of days elapsed during each such Interest Period.


 


(d)           Payment
of Series 2008-1 Class A-2 Contingent Additional Interest.  All accrued but unpaid Series 2008-1 Class A-2
Contingent Additional Interest shall be due and payable in full on any Payment
Date only as and when amounts are made available for payment thereof in
accordance with the Priority of Payments. 
The Series 2008-1 Class A-2 Contingent Additional Interest
constitutes part of the “Senior Note Contingent Additional Interest Amount” for
purposes of clause seventeenth of the Priority of Payments.  Failure to pay any portion of any Series 2008-1
Class A-2 Contingent Additional Interest on any Payment Date will not be
an Event of Default, but interest shall accrue on such unpaid portion of such Series 2008-1
Class A-2 Contingent Additional Interest at the Series 2008-1 Class A-2
Contingent Additional Interest Rate; 


 


11

















 


provided
that in any event all accrued but unpaid Series 2008-1 Class A-2
Contingent Additional Interest shall be payable on the Series 2008-1 Legal
Final Maturity Date, or any Series 2008-1 Prepayment Date with respect to
a prepayment in full of the Series 2008-1 Class A-2 Notes, or any day
when the Class A-2 Commitments are terminated in full, or on any other day
on which all of the Series 2008-1 Class A-2 Outstanding Principal
Amount is required to be paid in full. 
The Series 2008-1 Class A-2 Contingent Additional Interest is
not guaranteed by any Person.


 


(e)           Series 2008-1
Class A-2 Other Amounts.  From
and after the Series 2008-1 Closing Date, the Series 2008-1 Class A-2
Other Amounts, if any, will be due and payable in arrears and distributed to
the Series 2008-1 Class A-2 Note Administrative Agent on each Payment
Date, commencing on the Payment Date occurring in July 2008.  The Series 2008-1 Class A-2 Note
Administrative Agent shall distribute such funds in accordance with Section 4.02
of the Series 2008-1 Class A-2 Note Purchase Agreement. The Series 2008-1 Class A-2 Other Amounts
constitute part of the “Class A-2 Other Amounts” for purposes of clause
nineteenth of the Priority of Payments. 
Failure to pay, in full, any portion of any Series 2008-1 Class A-2
Other Amounts that is due and payable on any Payment Date will be an Event of
Default.


 


(f)            Series 2008-1
Class A-2 Initial Interest Period. 
The initial Interest Period for the Series 2008-1 Class A-2
Notes shall be from and including the Series 2008-1 Closing Date to but
excluding the Payment Date occurring in July 2008.


 


Section 3.6             Series 2008-1 Class A-3
Interest and Certain Fees.


 


(a)           Series 2008-1
Class A-3 Note Interest Amount. 
From and after the Series 2008-1 Closing Date, the Series 2008-1
Class A-3 Outstanding Principal Amount will accrue interest at the Series 2008-1
Class A-3 Note Interest Rate which will be due and payable in arrears and
distributed to the Series 2008-1 Class A-3 Noteholders on each
Payment Date, commencing on the Payment Date occurring in July 2008.  The amount of interest to be paid on such
Payment Date to the Series 2008-1 Class A-3 Noteholders (the “Series 2008-1
Class A-3 Interest”) will be, with respect to any Series 2008-1 Class A-3
Notes for each Interest Period, an amount equal to the sum of (a) the aggregate
of the Series 2008-1 Class A-3 Daily Interest Amounts for each day
during the related Interest  Period and (b) the
amount of any Senior Note Interest Shortfall Amount with respect to the Series 2008-1
Class A-3 Notes for the immediately preceding Interest Period, together
with any interest thereon. The Series 2008-1 Class A-3 Interest
constitutes part of the “Senior Note Interest Amount” for purposes of clause
fourth of the Priority of Payments. 
Failure to pay, in full, any portion of any Series 2008-1 Class A-3
Interest that is due and payable on any Payment Date will be an Event of
Default, and, to the extent any portion of any Series 2008-1 Class A-3
Interest is not paid, in full, when due, such unpaid amount shall accrue
interest at the Series 2008-1 Class A-3 Note Interest Rate until paid
in full; provided that in any event all accrued but unpaid Series 2008-1
Class A-3 Interest shall be payable on the Series 2008-1 Legal Final
Maturity Date, or any Series 2008-1 Prepayment Date with respect to a
prepayment in full of the Series 2008-1 Class A-3 Notes, or any day
when the Series 2008-1 Class A-3 Commitments are terminated in full,
or on any other day on which all of the Series 2008-1 Class A-3 


 


12

















 


Outstanding Principal Amount is required to be paid in full.  The Series 2008-1 Class A-3
Interest is not guaranteed by any Person.


 


(b)           Series 2008-1 Class A-3 Senior Note
Commitment Fee Amount.  From
and after the Series 2008-1 Closing Date, the Series 2008-1 Class A-3
Noteholders will be due an amount equal to the Series 2008-1 Class A-3 Senior Note Commitment Fee Amount,
and such amount will be due and payable in arrears and distributed to the Series 2008-1
Class A-3 Noteholders on each Payment Date, commencing on the Payment Date
occurring in July 2008.  The Series 2008-1 Class A-3 Senior Note
Commitment Fee Amount constitutes part of the “Class A-3 Senior
Note Commitment Fee Amount” for purposes of clause fifth of the Priority
of Payments. Failure to pay, in full, any portion of any Series 2008-1 Class A-3
Senior Note Commitment Fee Amount that is due and payable on any Payment Date
will be an Event of Default, and, to the extent any portion of any Series 2008-1
Class A-3 Senior Note Commitment Fee Amount is not paid, in full, when
due, such unpaid amount shall accrue interest at the Series 2008-1 Class A-3
Note Interest Rate until paid in full; provided that in any event all
accrued but unpaid Series 2008-1 Class A-3 Senior Note Commitment Fee
Amounts shall be payable on the Series 2008-1 Legal Final Maturity Date,
or any Series 2008-1 Prepayment Date with respect to a prepayment in full
of the Series 2008-1 Class A-3 Notes, or any day when the Series 2008-1
Class A-3 Commitments are terminated in full, or on any other day on which
all of the Series 2008-1 Class A-3 Outstanding Principal Amount is
required to be paid in full.  The Series 2008-1 Class A-3 Senior Note
Commitment Fee Amount is not guaranteed by any Person.


 


(c)           Series 2008-1
Class A-3 Contingent Additional Interest.  If the Series 2008-1 Final Payment has
not been made on the Series 2008-1 Scheduled Maturity Date, then for each
Interest Period following the Series 2008-1 Scheduled Maturity Date
(including without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter), contingent
additional interest shall accrue on the Series 2008-1 Class A-3
Outstanding Principal Amount during each such Interest Period at an annual
interest rate equal to the  Series 2008-1
Class A-3 Contingent Additional Interest Rate, calculated based on a
360-day year and the actual number of days elapsed during each such Interest
Period.


 


(d)           Payment
of Series 2008-1 Class A-3 Contingent Additional Interest.  All accrued but unpaid Series 2008-1 Class A-3
Contingent Additional Interest shall be due and payable in full on any Payment
Date only as and when amounts are made available for payment thereof in
accordance with the Priority of Payments. 
The Series 2008-1 Class A-3 Contingent Additional Interest
constitutes part of the “Senior Note Contingent Additional Interest Amount” for
purposes of clause seventeenth of the Priority of Payments.  Failure to pay any portion of any Series 2008-1
Class A-3 Contingent Additional Interest on any Payment Date will not be
an Event of Default, but interest shall accrue on such unpaid portion of such Series 2008-1
Class A-3 Contingent Additional Interest at the Series 2008-1 Class A-3
Contingent Additional Interest Rate; provided that in any event all
accrued but unpaid Series 2008-1 Class A-3 Contingent Additional
Interest shall be payable on the Series 2008-1 Legal Final Maturity Date,
or any Series 2008-1 Prepayment Date with respect to a prepayment in full
of the 


 


13

















 


Series 2008-1 Class A-3 Notes, or any day when the Class A-3
Commitments are terminated in full, or on any other day on which all of the Series 2008-1
Class A-3 Outstanding Principal Amount is required to be paid in
full.  The Series 2008-1 Class A-3
Contingent Additional Interest is not guaranteed by any Person.


 


(e)           Series 2008-1
Class A-3 Other Amounts.  From
and after the Series 2008-1 Closing Date, the Series 2008-1 Class A-3
Other Amounts, if any, will be due and payable in arrears and distributed to
the Series 2008-1 Class A-3 Note Administrative Agent on each Payment
Date, commencing on the Payment Date occurring in July 2008.  The Series 2008-1 Class A-3 Note
Administrative Agent shall distribute such funds in accordance with Section 4.02
of the Series 2008-1 Class A-3 Note Purchase Agreement. The Series 2008-1 Class A-3 Other Amounts
constitute part of the “Class A-3 Other Amounts” for purposes of clause
nineteenth of the Priority of Payments. 
Failure to pay, in full, any portion of any Series 2008-1 Class A-3
Other Amounts that is due and payable on any Payment Date will be an Event of
Default.


 


(f)            Series 2008-1 Class A-3
Initial Interest Period.  The initial
Interest Period for the Series 2008-1 Class A-3 Notes shall be from
and including the Series 2008-1 Closing Date to but excluding the Payment
Date occurring in July 2008.


 


Section 3.7             Series 2008-1
Class B-1 Interest


 


(a)           Series 2008-1
Class B-1 Note Interest.  From
and after the Series 2008-1 Closing Date and until the Series 2008-1
Final Payment is made, interest on the Series 2008-1 Class B-1 Notes
will accrue at a fixed rate of 9.75% per annum (the “Series 2008-1 Class B-1
Note Interest Rate”) and will be due and payable in arrears and distributed
to the Series 2008-1 Class B-1 Noteholders on each Payment Date,
commencing on the Payment Date occurring in July 2008, but (subject to the
fourth and fifth sentences of this Section 3.7(a)) only to the extent that
amounts are made available for payment thereof in accordance with the Priority
of Payments.  The amount of interest to
be paid on such Payment Date to the Series 2008-1 Class B-1
Noteholders (the “Series 2008-1 Class B-1 Interest”) will be an
amount equal to the sum of (a) the accrued interest at the Series 2008-1
Class B-1 Note Interest Rate on the Series 2008-1 Class B-1
Outstanding Principal Amount (as of the first day of the related Interest
Period after giving effect to all payments of principal made to such
Noteholders as of such day), calculated based on a year of twelve 30-day
months, and (b) the amount of any Subordinated Notes Interest Shortfall
Amount with respect to the Series 2008-1 Class B-1 Notes for the
immediately preceding Interest Period, together with any interest thereon.  The Series 2008-1 Class B-1
Interest constitutes part of the “Subordinated Notes Interest Amount” for
purposes of clause fourteenth of the Priority of Payments.  Failure to pay, in full, any portion of any Series 2008-1
Class B-1 Interest that is due and payable on any Payment Date will not be
an Event of Default prior to the payment in full of all Outstanding Series 2008-1
Senior Notes, but will be an Event of Default thereafter.  In any event, to the extent any portion of
any Series 2008-1 Class B-1 Interest is not paid, in full, on any
Payment Date, such unpaid portion shall accrue interest at the Series 2008-1
Class B-1 Note Interest Rate until paid in full; provided that in any
event all accrued but unpaid Series 2008-1 Class B-1 Interest shall
be due and payable on the Series 2008-1 


 


14

















 


Legal Final Maturity Date, on any Series 2008-1 Prepayment Date
with respect to a prepayment in full of the Series 2008-1 Class B-1
Notes or on any other day on which all of the Series 2008-1 Class B-1
Outstanding Principal Amount is required to be paid in full.  The Series 2008-1 Class B-1
Interest is not guaranteed by any Person.


 


(b)           Series 2008-1
Class B-1 Contingent Additional Interest.  If the Series 2008-1 Final Payment has
not been made on the Series 2008-1 Scheduled Maturity Date, then for each
Interest Period following the Series 2008-1 Scheduled Maturity Date
(including without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter), if (a) the sum
of (i) One-Month LIBOR plus  (ii) 9.00%
per annum plus (iii) 2.00%
(such aggregate amount in this clause (a), the “Series 2008-1
Class B-1 Stepped-Up Interest Rate”) is greater than (b) the
product of (x) the Series 2008-1 Class B-1 Note Interest Rate
and (y) the ratio achieved by dividing (I) 30 by (II) the number
of days in each such Interest Period (such excess, if any, the “Series 2008-1
Class B-1 Contingent Additional
Interest Rate”), contingent additional interest shall accrue on the Series 2008-1
Class B-1 Outstanding Principal Amount during each such Interest Period at
an annual interest rate equal to the Series 2008-1 Class B-1
Contingent Additional Interest Rate, calculated based on a 360-day year and the
actual number of days elapsed during each such Interest Period (such contingent
additional interest, the “Series 2008-1 Class B-1 Contingent
Additional Interest”).


 


(c)           Payment
of Series 2008-1 Class B-1 Contingent Additional Interest.  All accrued but unpaid Series 2008-1 Class B-1
Contingent Additional Interest shall be due and payable in full on any Payment
Date only as and when amounts are made available for payment thereof in
accordance with the Priority of Payments. 
The Series 2008-1 Class B-1 Contingent Additional Interest
constitutes part of the “Subordinated Note Contingent Additional Interest
Amount” for purposes of clause eighteenth of the Priority of
Payments.  Failure to pay any portion of
any Series 2008-1 Class B-1 Contingent Additional Interest on any
Payment Date will not be an Event of Default, but interest shall accrue on such
unpaid portion of such Series 2008-1 Contingent Additional Interest at the
Series 2008-1 Class B-1 Stepped-Up Interest Rate; provided
that in any event all accrued but unpaid Series 2008-1 Class B-1
Contingent Additional Interest shall be due and payable in full on the Series 2008-1
Legal Final Maturity Date, on any Series 2008-1 Prepayment Date with
respect to a prepayment in full of the Series 2008-1 Class B-1 Notes
or on any other day on which all of the Series 2008-1 Class B-1
Outstanding Principal Amount is required to be paid in full.  The Series 2008-1 Class B-1
Contingent Additional Interest is not guaranteed by any Person.


 


(d)           Series 2008-1
Class B-1 Initial Interest Period. 
The initial Interest Period for the Series 2008-1 Class B-1
Notes shall be from and including the Series 2008-1 Closing Date to but
excluding the Payment Date occurring in July 2008.


 


Section 3.8             Payment of Series 2008-1
Note Principal.


 


(a)           Series 2008-1
Notes Principal Payment at Legal Maturity. 
The Series 2008-1 Aggregate Outstanding Principal Amount shall be
due and payable on the Series 2008-1 Legal Final Maturity Date.  The Series 2008-1 Aggregate Outstanding 


 


15

















 


Principal Amount is not prepayable, in whole or in part, except
pursuant to this Section 3.8 and, in respect of the Series 2008-1
Class A-2 Outstanding Principal Amount and the Series 2008-1 Class A-3
Outstanding Principal Amount, Section 2.2 of this Series 2008-1
Supplement.


 


(b)           Series 2008-1
Scheduled Maturity.  The Series 2008-1
Final Payment is anticipated to occur on the Payment Date occurring in June 2013
(such date, the “Series 2008-1 Scheduled Maturity Date”).  The “Series 2008-1 Adjusted Repayment
Date” with respect to the Series 2008-1 Notes, will be (i) unless
the Series 2008-1 First Extension Election becomes effective, the Series 2008-1
Scheduled Maturity Date; (ii) from and after the date that the Series 2008-1
First Extension Election becomes effective and unless the Series 2008-1
Second Extension Election becomes effective, the Series 2008-1 First
Extended Scheduled Maturity Date; and (iii) from and after the date that
the Series 2008-1 Second Extension Election becomes effective, the Series 2008-1
Second Extended Scheduled Maturity Date.


 


(i)            First Extension Election.  Subject to the conditions set forth in Section 3.8(b)(iii),
the Co-Issuers, shall have the option at least 30 days (but no more than 60
days) prior to the Payment Date occurring in June 2013, to elect (the “Series 2008-1
First Extension Election”) to extend the Series 2008-1 Adjusted
Repayment Date to the Payment Date occurring in June 2014 (the “Series 2008-1
First Extended Scheduled Maturity Date”) by delivering written notice to
the Trustee, the Administrative Agent, the Series 2008-1 Class A-2
Note Administrative Agent, the Series 2008-1 Class A-3 Note
Administrative Agent and the Series 2008-1 Noteholders; provided
that upon such extension, the Payment Date occurring in June 2014 shall
become the Series 2008-1 Adjusted Repayment Date for all of the Series 2008-1
Notes.


 


(ii)           Second Extension Election.  Subject to the conditions set forth in Section 3.8(b)(iii),
if the Series 2008-1 First Extension Election has been made and become
effective, the Co-Issuers, shall have the option at least 30 days (but no more
than 60 days) prior to the Payment Date occurring in June 2014 to elect
(the “Series 2008-1 Second Extension Election” and, together with
the Series 2008-1 First Extension Election, the “Series 2008-1
Extension Elections”) to extend the Series 2008-1 Adjusted Repayment
Date to the Payment Date occurring in June 2015 (the “Series 2008-1
Second Extended Scheduled Maturity Date”) by delivering written notice to
the Trustee, the Administrative Agent, the Series 2008-1 Class A-2
Note Administrative Agent, the Series 2008-1 Class A-3 Note
Administrative Agent and the Noteholders; provided that upon such
extension, the Payment Date occurring in June 2015 shall become the Series 2008-1
Adjusted Repayment Date for all of the Series 2008-1 Notes.


 


(iii)          Conditions Precedent to Extension
Elections.  It shall be a condition to the effectiveness
of the Series 2008-1 Extension 


 


16

















 


Elections that, (A) in
the case of the Series 2008-1 First Extension Election, on the
Determination Date occurring in May 2013, (1) either (x) the
One-Year DSCR (without giving credit for any Contributions) is greater than or
equal to 2.50 times as of such date or (y) the One-Year DSCR (without
giving credit for any Contributions) is less than 2.50 times as of such date
and the Trustee has received the consent of the Control Party to such Series 2008-1
Extension Election, (B) in the case of the Series 2008-1 Second
Extension Election, on the Determination Date occurring in May 2014, (1) either
(x) the One-Year DSCR (without giving credit for any Contributions) is
greater than or equal to 2.75 times as of such date or (y) the One-Year
DSCR (without giving credit for any Contributions) is less than 2.75 times as
of such date and the Trustee has received the consent of the Control Party to
such Series 2008-1 Extension Election and (C) in the case of both the
Series 2008-1 First Extension Election and the Series 2008-1 Second
Extension Election, no Early Amortization Event, Default or Event of Default
has occurred and is continuing or would occur as a consequence of such Series 2008-1
Extension Election.  Any notice given
pursuant to Section 3.8(b)(i) or (ii) shall be
irrevocable; provided that if the conditions set forth in this Section 3.8(b)(iii) are
not met as of the applicable extension date, the 2008-1 Extension Election set
forth in such notice shall automatically be deemed ineffective.


 


(c)           Series 2008-1 Notes Mandatory
Payments of Principal.


 


(i)            Change of Control.  If a Change of Control to which the Control
Party has not provided its prior written consent occurs, the Co-Issuers shall
prepay all the Series 2008-1 Notes in full by (A) transferring to the
Trustee within ten Business Days after the date such Change of Control occurs
an amount equal to the aggregate Outstanding Principal Amount of all Series 2008-1
Notes and all other amounts that are or will be due and payable with respect to
the Series 2008-1 Notes under the Indenture, the Series 2008-1 Class A-1/B-1
Note Purchase Agreement,
the Series 2008-1 Class A-2 Note Purchase Agreement or the Series 2008-1
Class A-3 Note Purchase Agreement as of the Series 2008-1
Prepayment Date (including all interest and fees accrued to such date and any Series 2008-1
Note Make Whole Premium required to be paid in connection therewith pursuant to
Section 3.8(d), any
associated Series 2008-1 Class A-2 Breakage Amounts or Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such prepayment
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable), (B) delivering the applicable prepayment
notices pursuant to Section 3.8(f) and (C) directing the
Trustee to distribute such amount to the applicable Series 2008-1
Noteholders on the applicable Series 2008-1 Prepayment Date.


 


17














 


(ii)           Indemnification Amounts.  On any Payment Date, any Additional Senior
Note Prepayment Amount arising from any Indemnification Amounts allocated to
the Senior Note Principal Payments Account or, if no Senior Notes are then
Outstanding (or the amounts on deposit in the Senior Note Principal Payments
Account equals the aggregate Outstanding Principal Amount of the Senior Notes
Outstanding after giving effect to any deposit to such account on or prior to
the applicable Payment Date), to the Subordinated Note Principal Payments
Account, pursuant to clause tenth and clause fifteenth, as
applicable, of the Priority of Payments shall, in accordance with Sections
5.13 and 5.14 of the Base Indenture, be used to prepay principal on the
applicable Classes of Series 2008-1 Notes (and of any other applicable Series of
Notes) in the order of priority described in Section 6.1 of the
Base Indenture on the related Payment Date. In connection with any payment made
pursuant to this Section 3.8(c)(ii), the Co-Issuers shall be
obligated to pay to the applicable Noteholders from such Indemnification
Amounts the Series 2008-1 Note Make Whole Premium required to be paid in
connection therewith pursuant to Section 3.8(d) below, any
associated Series 2008-1 Class A-2 Breakage Amounts or Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such prepayment
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable).


 


(iii)          Asset Disposition Amounts.  On any Payment Date, any Additional Senior
Note Prepayment Amount arising from any Asset Disposition Amounts allocated to
the Senior Note Principal Payments Account or, if no Senior Notes are then
Outstanding (or the amounts on deposit in the Senior Note Principal Payments
Account equals the aggregate Outstanding Principal Amount of the Senior Notes
Outstanding after giving effect to any deposit to such account on or prior to
the applicable Payment Date), to the Subordinated Note Principal Payments
Account, pursuant to clause tenth and clause fifteenth, as
applicable, of the Priority of Payments shall, in accordance with Sections
5.13 and 5.14 of the Base Indenture, be used to prepay principal on the
applicable Classes of Series 2008-1 Notes (and of any other applicable Series of
Notes) in the order of priority described in Section 6.1 of the
Base Indenture on the related Payment Date. In connection with any payment made
pursuant to this Section 3.8(c)(iii), the Co-Issuers shall be
obligated to pay to the applicable Noteholders from such Asset Disposition
Amounts the Series 2008-1 Note Make Whole Premium required to be paid in
connection therewith pursuant to Section 3.8(d) below, any
associated Series 2008-1 Class A-2 Breakage Amounts or Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such prepayment
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable).


 


18

















 


(iv)          Insurance Proceeds.  On any Payment Date, any Additional Senior
Note Prepayment Amount arising from any Insurance Proceeds Amounts allocated to
the Senior Note Principal Payments Account or, if no Senior Notes are then
Outstanding (or the amounts on deposit in the Senior Note Principal Payments
Account equals the aggregate Outstanding Principal Amount of the Senior Notes
Outstanding after giving effect to any deposit to such account on or prior to
the applicable Payment Date), to the Subordinated Note Principal Payment
Account, pursuant to clause tenth and clause fifteenth, as
applicable, of the Priority of Payments shall, in accordance with Sections
5.13 and 5.14 of the Base Indenture, be used to prepay principal on the
applicable Classes of Series 2008-1 Notes (and of any other applicable Series of
Notes) in the order of priority described in Section 6.1 of the
Base Indenture on the related Payment Date. 
In connection with any payment made pursuant to this Section 3.8(c)(iv),
the Co-Issuers shall be obligated to pay to the applicable Noteholders from
such Insurance Proceeds Amounts the Series 2008-1 Note Make Whole Premium
required to be paid in connection therewith pursuant to Section 3.8(d) below,
any associated Series 2008-1 Class A-2 Breakage Amounts or Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such prepayment
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase Agreement,
as applicable).


 


(v)           Excess Capex Amounts.  On any Payment Date, any Additional Senior
Prepayment Amount arising from any Excess CAPEX Amounts allocated to the Senior
Note Principal Payments Account or, if no Senior Notes are then Outstanding (or
the amounts on deposit in the Senior Note Principal Payments Account equals the
aggregate Outstanding Principal Amount of the Senior Notes Outstanding after
giving effect to any deposit to such account on or prior to the applicable
Payment Date), to the Subordinated Note Principal Payment Account, pursuant to clause
tenth and clause fifteenth, as applicable, of the Priority of
Payments shall, in accordance with Sections 5.13 and 5.14 of the Base
Indenture, be used to prepay principal on the applicable Classes of Series 2008-1
Notes (and of any other applicable Series of Notes) in the order of
priority described in Section 6.1 of the Base Indenture on the
related Payment Date.  In connection with
any payment made pursuant to this Section 3.8(c)(vi), the Co-Issuers
shall be obligated to pay to the applicable Noteholders from such Excess CAPEX
Amounts the Series 2008-1 Note Make Whole Premium required to be paid in
connection therewith pursuant to Section 3.8(d) below, any
associated Series 2008-1 Class A-2 Breakage Amounts or Series 2008-1
Class A-3 Breakage Amounts incurred as a result of such prepayment
(calculated in accordance with the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable).


 


19

















 


(vi)          AHYDO.  On the first Payment Date occurring after the
fifth anniversary of the Series 2008-1 Closing Date and on each subsequent
Payment Date (or, if earlier, before the close of any ‘‘accrual period’’ (as
defined in Section 1272(a)(5) of the Code) ending five years from the
Series 2008-1 Closing Date), if any Series 2008-1 Class B-1
Notes are Outstanding, the Co-Issuers shall be required to redeem a portion of
the Series 2008-1 Class B-1 Notes (each such redemption, an “AHYDO
Prepayment”) to the extent required to prevent such Notes from being
treated as an ‘‘applicable high yield discount obligation’’ within the meaning
of Section 163(i)(1) of the Code and such that each such Note shall
be treated as not having ‘‘significant original issue discount’’ within the
meaning of Section 163(i)(2) of the Code.  This provision shall be interpreted in a
manner consistent with the position that none of the Series 2008-1 Class B-1
Notes will be an “applicable high yield discount obligation” and that each Series 2008-1
Class B-1 Note will be treated as not having “significant original issue
discount” as such terms are defined under the Code.  Any such AHYDO Prepayment will be paid solely
from funds in the Surplus Account or otherwise payable pursuant to Section 5.13
of the Base Indenture to the Surplus Account.


 


(vii)         Early Amortization.  On any Payment Date following the occurrence
of an Early Amortization Event, any amounts (x) allocated to the Senior
Note Principal Payments Account or to the Subordinated Note Principal Payments
Account, as applicable, pursuant to clause twelfth and clause
sixteenth, respectively, of the Priority of Payments, or (y) on
deposit in the Cash Trap Reserve Account, shall, in accordance with Sections
5.13 and 5.14 of the Base Indenture, be used to prepay principal on the
applicable Classes of Series 2008-1 Notes (and of any other applicable Series of
Notes) in the order of priority described in Section 6.1 of the
Base Indenture on the related Payment Date.


 


(d)           Series 2008-1
Note Make Whole Premium.  In
connection with (i) any mandatory prepayment of any Class of Series 2008-1
Notes pursuant to Sections 3.8(c)(i) through 3.8(c)(v), or (ii) any
optional prepayment of the Series 2008-1 Class A-1 Notes and the Series 2008-1
Class B-1 Notes pursuant to Section 3.8(e), the Co-Issuers
shall pay the applicable Series 2008-1 Note Make Whole Premium related to
the applicable Series 2008-1 Prepayment Amount; provided that no
such Series 2008-1 Note Make Whole Premium shall be payable in connection
with any payment that occurs (A) on or after the Payment Date occurring
immediately prior to the Series 2008-1 Scheduled Maturity Date or (B) after
an Early Amortization Period commences.  The Series 2008-1 Note Make Whole Premium is not guaranteed by any
Person.


 


(e)           Optional Prepayment of Series 2008-1 Class A-1
Notes and Class B-1 Notes.  Subject to Sections 3.8(d) and
3.8(f), the Co-Issuers shall have the option to prepay the Series 2008-1
Class A-1 Notes and/or the Series 2008-1 Class B-1 Notes in
whole but not in part on the applicable Series 2008-1 Prepayment Date
specified in the applicable Prepayment Notices, at a price equal to the unpaid Series 2008-1
Class A-1 


 


20

















 


Outstanding Principal Amount or the unpaid Series 2008-1 Class B-1
Outstanding Principal Amount being prepaid, as applicable, plus accrued and
unpaid interest thereon through such Series 2008-1 Prepayment Date
together with any applicable Series 2008-1 Note Make Whole Premium, to the
extent required to be paid in connection therewith as provided herein plus all
other accrued and unpaid amounts owing to the applicable Noteholders; provided
that no such optional prepayment of the Series 2008-1 Class B-1 Notes
shall be made at any time following the Series 2008-1 Adjusted Repayment
Date unless all Senior Notes have been paid in full and all Series 2008-1 Class A-2
Commitments and Series 2008-1 Class A-3 Commitments have been
terminated.


 


(f)            Notices
of Series 2008-1 Prepayments. 
The Co-Issuers shall give prior written notice (each, a “Prepayment
Notice”) at least ten (10) Business Days but not more than twenty (20)
Business Days prior to any prepayment pursuant to Section 3.8(c)(vi) and
Section 3.8(e), or at least five (5) Business Days prior to
any prepayment pursuant to Section 3.8(c)(i), to each Series 2008-1
Noteholder affected by such Series 2008-1 Prepayment (or to the Trustee or
Administrative Agent for delivery to such Series 2008-1 Noteholders), each
of the Rating Agencies and the Trustee. 
In connection with any such Prepayment Notice, the Co-Issuers shall
provide a written report to the Trustee directing the Trustee to distribute
such prepayment amounts in accordance with the applicable provisions of Section 3.8(h).  With respect to each such prepayment, the
related Prepayment Notice shall, in each case, specify (A) the date on
which such prepayment will be made, which in all cases shall be a Business Day
and, in the case of a mandatory prepayment upon a Change of Control, shall be
no more than ten (10) Business Days after the occurrence of such Change of
Control, and, in the case of any prepayment pursuant to Section 3.8(c)(vi) or
Section 3.8(e), shall be the next Payment Date following the related
Prepayment Notice, (B) the aggregate principal amount of the applicable Class of
Notes to be prepaid on such date, and (C) the date on which the applicable
Series 2008-1 Note Make Whole Premium, if any, to be paid in connection
therewith will be calculated, which calculation date shall be no earlier than
the fifth Business Day before the prepayment date set forth in such Prepayment
Notice (the “Series 2008-1 Note Make Whole Premium Calculation Date”).  The Co-Issuers shall have the option, by
written notice to the Trustee, the Rating Agencies and the affected
Noteholders, to withdraw, or amend the date on which such prepayment will be
made, as set forth in, (x) any Prepayment Notice relating to any
prepayment pursuant to Section 3.8(c)(vi) or Section 3.8(e) at
any time up to the fifth Business Day before the prepayment date set forth in
such Prepayment Notice and (y) subject to the requirements of the
preceding sentence, any Prepayment Notice relating to mandatory prepayment upon
a Change of Control at any time up to the earlier of (I) the occurrence of
such event and (II) the fifth Business Day before the prepayment date set
forth in such Prepayment Notice; provided that in no event shall any
prepayment date be amended to a date earlier than the fifth Business Day after
such amended notice is given.  Any
Prepayment Notice shall become irrevocable on the day on which it can no longer
be withdrawn in accordance with the preceding sentence.


 


(g)           Series 2008-1 Prepayments. 
On any date on which a payment of principal of the Series 2008-1
Notes will be made prior to (x) the Payment Date occurring immediately
before the Series 2008-1 Scheduled Maturity Date or (y) the
commencement 


 


21

















 


of an Early Amortization Period (each such date, a “Series 2008-1
Prepayment Date”), including, without limitation, with respect to any
prepayment of any such Notes pursuant to Sections 3.8(c)(i) through
3.8(c)(v) and Section 3.8(e) (each, a “Series 2008-1
Prepayment”), (i) the aggregate principal amount of such
Notes to be prepaid on such date (such amount, together with all accrued and
unpaid interest thereon to such date, a “Series 2008-1 Prepayment
Amount”) and (ii) the applicable Series 2008-1 Note Make Whole
Premium, if any, the
associated Series 2008-1 Class A-2 Breakage Amounts, if any, and the
associated Series 2008-1 Class A-3 Breakage Amounts, if any, shall be due
and payable.  The Co-Issuers shall pay the Series 2008-1
Prepayment Amount together with the applicable Series 2008-1 Note Make
Whole Premium, if any, the associated Series 2008-1 Class A-2
Breakage Amounts, if any, and the associated Series 2008-1 Class A-3
Breakage Amounts, if any, with respect to such Series 2008-1 Prepayment
Amount, to the applicable Noteholders entitled thereto on or prior to the
related Series 2008-1 Prepayment Date, which amounts shall be distributed
in accordance with Section 3.8(h) of this Series 2008-1
Supplement.  In the
event of any Series 2008-1 Prepayment in whole, all Series 2008-1 Class A-2
Commitments and Series 2008-1 Class A-3 Commitments shall be
terminated.


 


(h)           Series 2008-1 Prepayment
Distributions.


 


(i)            On the Series 2008-1 Prepayment
Date for each Series 2008-1 Prepayment to be made pursuant to this Section 3.8
in respect of the Series 2008-1 Class A-1 Notes, the Trustee shall,
in accordance with Section 6.1 of the Base Indenture, wire transfer
to the Series 2008-1 Class A-1 Noteholders of record on the preceding
Prepayment Record Date on a pro rata basis, based on their
respective portion of the Series 2008-1 Class A-1 Outstanding
Principal Amount, the amounts allocated to the Series 2008-1 Class A-1
Noteholders pursuant to this Section 3.8 and Sections 5.13 and
5.14 of the Base Indenture, if any, in order to repay the applicable
portion of the Series 2008-1 Class A-1 Outstanding Principal Amount
and pay all accrued and unpaid interest thereon up to such Series 2008-1
Prepayment Date and any Series 2008-1 Class A-1 Note Make Whole
Premium due to the Series 2008-1 Class A-1 Noteholders, if any,
payable on such date.


 


(ii)           On the Series 2008-1 Prepayment
Date for each Series 2008-1 Prepayment to be made pursuant to this Section 3.8
in respect of the Series 2008-1 Class A-2 Notes, the Trustee shall,
in accordance with Section 6.1 of the Base Indenture, wire transfer
to the Series 2008-1 Class A-2 Noteholders of record on the preceding
Prepayment Record Date on a pro rata basis, based on their
respective portion of the Series 2008-1 Class A-2 Outstanding
Principal Amount, the amounts allocated to the Series 2008-1 Class A-2
Noteholders pursuant to this Section 3.8 and Sections 5.13 and
5.14 of the Base Indenture, if any, in order to repay the applicable
portion of the Series 2008-1 Class A-2 Outstanding Principal Amount
and pay all accrued and unpaid interest 


 


22

















 


thereon up to such Series 2008-1
Prepayment Date and any Series 2008-1 Class A-2 Breakage Amounts
incurred as a result of such payment.


 


(iii)          On the Series 2008-1 Prepayment Date
for each Series 2008-1 Prepayment to be made pursuant to this Section 3.8
in respect of the Series 2008-1 Class A-3 Notes, the Trustee shall,
in accordance with Section 6.1 of the Base Indenture, wire transfer
to the Series 2008-1 Class A-3 Noteholders of record on the preceding
Prepayment Record Date on a pro rata basis, based on their
respective portion of the Series 2008-1 Class A-3 Outstanding
Principal Amount, the amounts allocated to the Series 2008-1 Class A-3
Noteholders pursuant to this Section 3.8 and Sections 5.13 and
5.14 of the Base Indenture, if any, in order to repay the applicable
portion of the Series 2008-1 Class A-3 Outstanding Principal Amount
and pay all accrued and unpaid interest thereon up to such Series 2008-1
Prepayment Date and any Series 2008-1 Class A-2 Breakage Amounts
incurred as a result of such payment.


 


(iv)          On the Series 2008-1 Prepayment
Date for each Series 2008-1 Prepayment to be made pursuant to this Section 3.8
in respect of the Series 2008-1 Class B-1 Notes, the Trustee shall,
in accordance with Section 6.1 of the Base Indenture, wire transfer
to the Series 2008-1 Class B-1 Noteholders of record on the preceding
Prepayment Record Date on a pro rata basis, based on their
respective portion of the Series 2008-1 Class B-1 Outstanding
Principal Amount, the amounts allocated to the Series 2008-1 Class B-1
Noteholders pursuant to this Section 3.8 and Sections 5.13 and
5.14 of the Base Indenture, if any, in order to repay the applicable
portion of the Series 2008-1 Class B-1 Outstanding Principal Amount
and pay all accrued and unpaid interest thereon up to such Series 2008-1
Prepayment Date and any Series 2008-1 Class B-1 Note Make Whole
Premium due to the Series 2008-1 Class B-1 Noteholders, if any,
payable on such date.


 


(i)            Series 2008-1
Notices of Series 2008-1 Final Payment.  The Co-Issuers shall notify the Trustee and
each of the Rating Agencies on or before the Record Date preceding any Payment
Date that will be the Series 2008-1 Final Payment Date; provided, however,
that with respect to any Series 2008-1 Final Payment that is made in
connection with any mandatory or optional prepayment in full, the Co-Issuers
shall not be obligated to provide any additional notice to the Trustee or the
Rating Agencies of such Series 2008-1 Final Payment beyond the notice
required to be given in connection with such prepayment pursuant to Section 3.8(f).  In addition, the Trustee shall provide any
written notice required under this Section 3.8(i) to each
Person in whose name a Series 2008-1 Note is registered at the close of
business on the Record Date with respect to the Payment Date that will be the Series 2008-1
Final Payment Date.  Such written notice
to be sent to the Series 2008-1 Noteholders shall be made at the expense
of the Co-Issuers and shall be mailed by the Trustee within five (5) Business
Days of receipt of notice from the Co-Issuers indicating that the Series 2008-1
Final Payment will be made and shall specify that such Series 2008-1 Final
Payment will be payable only upon presentation 


 


23

















 


and surrender of the Series 2008-1 Notes and shall specify the
place where the Series 2008-1 Notes may be presented and surrendered for
such Series 2008-1 Final Payment.


 


Section 3.9             Transaction Manager.  Pursuant to the Transaction Management
Agreement, the Transaction Manager has agreed to provide certain reports,
notices, instructions and other services on behalf of the Master Issuer and the
other Co-Issuers.  The Series 2008-1
Class A-1 Noteholders and the Series 2008-1 Class B-1
Noteholders by their acceptance of the relevant Notes consent to the provision
of such reports and notices to the Trustee by the Transaction Manager in lieu
of the Master Issuer or any other Co-Issuer. 
Any such reports and notices that are required to be delivered to the Series 2008-1
Class A-1 Noteholders and the Series 2008-1 Class B-1
Noteholders hereunder will be made available on the Trustee’s website in the
manner set forth in Section 4.4 of the Base Indenture.


 


Section 3.10           Master Manager.  Pursuant to the Master Management Agreement,
the Master Manager has agreed to cause the Transaction Manager and the
Co-Issuers to perform their obligations under the Related Documents.  The Series 2008-1 Class A-1 Noteholders
and the Series 2008-1 Class B-1 Noteholders by their acceptance of
the relevant Notes consent to the taking of actions by the Master Manager in
furtherance thereof, including the provision of such reports and notices to the
Trustee by the Master Manager in lieu of the Master Issuer or any other
Co-Issuer.  Any such reports and notices
that are required to be delivered to the Series 2008-1 Class A-1
Noteholders and the Series 2008-1 Class B-1 Noteholders hereunder
will be made available on the Trustee’s website in the manner set forth in Section 4.4
of the Base Indenture.


 


ARTICLE IV


 


FORM OF
SERIES 2008-1 NOTES


 


Section 4.1             Issuance of Series 2008-1 Class A-1
Notes.  The Series 2008-1 Class A-1
Notes in the aggregate may be offered and sold in the Series 2008-1 Class A-1
Initial Principal Amount on the Series 2008-1 Closing Date by the
Co-Issuers pursuant to the Series 2008-1 Class A-1/B-1 Note Purchase
Agreement.  The Series 2008-1 Class A-1
Notes will be resold initially only (A) in the United States, to Persons
who are both QIBs and QPs in reliance on Rule 144A and (B) outside
the United States, to QPs who are neither a U.S. Person (as defined in
Regulation S) (a “U.S. Person”) nor a U.S. resident (within the meaning
of the Investment Company Act) (a “U.S. Resident”) in reliance on
Regulation S.  The Series 2008-1 Class A-1
Notes may thereafter be transferred in reliance on Rule 144A and/or
Regulation S and in accordance with the procedure described herein.  The Series 2008-1 Class A-1 Notes
will be Book-Entry Notes and DTC will be the Depository for the Series 2008-1
Class A-1 Notes.  The provisions of
the rules and procedures of DTC, the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook”
of Clearstream (as in effect from time to time, the “Applicable Procedures”)
shall be applicable to transfers of beneficial interests in the Series 2008-1
Class A-1 Notes.  The 


 


24

















 


Series 2008-1 Class A-1
Notes shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof.


 


(a)           Restricted
144A Class A-1 Global Notes. 
The Series 2008-1 Class A-1 Notes offered and sold in their
initial distribution in reliance upon Rule 144A will be issued in the form
of one or more global notes in fully registered form, without coupons,
substantially in the form set forth in Exhibit A-1-1 hereto,
registered in the name of Cede, as nominee of DTC, and deposited with the
Trustee, as custodian for DTC (collectively, for purposes of this Section 4.1
and Section 4.5, the “Restricted Rule 144A Class A-1
Global Notes”).  The aggregate
initial principal amount of the Restricted 144A Class A-1 Global Notes may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC, in connection with a corresponding
decrease or increase in the aggregate initial principal amount of the
corresponding Class of the Restricted Regulation S Class A-1
Global Notes or the Unrestricted Class A-1 Global Notes, as hereinafter
provided.


 


(b)           Restricted
Regulation S Class A-1 Global Notes.  Any Series 2008-1 Class A-1 Notes
offered and sold on the Series 2008-1 Closing Date in reliance upon
Regulation S will be issued in the form of one or more global notes in fully
registered form, without coupons, substantially in the form set forth in Exhibit A-1-2
hereto, registered in the name of Cede, as nominee of DTC, and deposited with
the Trustee, as custodian for DTC, for credit to the respective accounts at DTC
of the designated agents holding on behalf of Euroclear or Clearstream
(collectively, for purposes of this Section 4.1 and Section 4.5,
the “Restricted Regulation S Class A-1 Global Notes,” and together
with the Restricted Rule 144A Class A-1 Global Notes, the “Restricted
Class A-1 Global Notes”).  Until
such time as the Distribution Compliance Period shall have terminated with
respect to the Restricted Regulation S Class A-1 Global Notes,
interests in such Restricted Regulation S Class A-1 Global Notes may be
held only through Clearing Agency Participants acting for and on behalf of
Euroclear and Clearstream.  After such
time as the Distribution Compliance Period shall have terminated with respect
to the Restricted Regulation S Class A-1 Global Notes, interests in such
Restricted Regulation S Class A-1 Global Notes may be held through
Clearing Agency Participants acting for and on behalf of DTC in addition to
Euroclear and Clearstream.  The aggregate
principal amount of the Restricted Regulation S Class A-1 Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for DTC, in connection with a
corresponding decrease or increase of aggregate principal amount of the
corresponding Class of Restricted Rule 144A Class A-1 Global
Notes or Unrestricted Class A-1 Global Notes, as hereinafter provided.


 


(c)           Unrestricted
Class A-1 Global Note. 
Beneficial interests in the Restricted 144A Class A-1 Global Notes
may be exchanged for beneficial interests in one or more global notes that do
not bear the legend set forth in Section 4.5(h) (the “Unrestricted
Class A-1 Global Notes,” and together with the Restricted Class A-1
Global Notes, the “Series 2008-1 Class A-1 Global Notes”) as
provided in Section 4.5(d). 
Beneficial interests in the Restricted Regulation S Class A-1
Global Notes may be 


 


25

















 


exchanged for beneficial interests in one or more Unrestricted Class A-1
Global Notes as provided in Section 4.5(g).


 


(d)           Definitive
Notes.  The Class A-1 Series 2008-1
Global Notes shall be exchangeable in their entirety for one or more definitive
notes in registered form, without interest coupons (collectively, for purposes
of this Section 4.1 and Section 4.5, the “Definitive
Notes”) pursuant to Section 2.13 of the Base Indenture and this
Section 4.1(d) in accordance with their terms and, upon
complete exchange thereof, such Series 2008-1 Class A-1 Global Notes
shall be surrendered for cancellation to the Trustee at the applicable
Corporate Trust Office.


 


Section 4.2             Issuance of Series 2008-1 Class A-2
Notes.  (a)  The Series 2008-1
Class A-2 Notes will be issued in the form of definitive notes in fully
registered form without interest coupons, substantially in the form set forth
in Exhibit A-2 hereto, shall be issued to the Series 2008-1 Class A-2
Noteholders pursuant to and in accordance with the Series 2008-1 Class A-2
Note Purchase Agreement and shall be duly executed by the Co-Issuers and
authenticated by the Trustee in the manner set forth in Section 2.8
of the Base Indenture.  Other than in
accordance with this Series 2008-1 Supplement and the Series 2008-1 Class A-2
Note Purchase Agreement, the Series 2008-1 Class A-2 Notes will not
be permitted to be transferred, assigned, exchanged or otherwise pledged or
conveyed by such Series 2008-1 Class A-2 Noteholders.  The Series 2008-1 Class A-2 Notes
shall bear a face amount equal in the aggregate to up to the Series 2008-1
Class A-2 Maximum Principal Amount as of the Series 2008-1 Closing
Date, and shall be initially issued in an aggregate outstanding principal
amount equal $0.  The Trustee shall
record any Series 2008-1 Class A-2 Increases or Series 2008-1 Class A-2
Decreases of which it has received notice or with respect to which a Authorized
Officer has Actual Knowledge such that the principal amount of the Series 2008-1
Class A-2 Notes that are Outstanding accurately reflects all such Series 2008-1
Class A-2 Increases and Series 2008-1 Class A-2 Decreases.


 


(b)           The
Series 2008-1 Class A-2 Notes may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Authorized Officers executing such Series 2008-1
Class A-2 Notes, as evidenced by their execution of the Series 2008-1
Class A-2 Notes.  The Series 2008-1
Class A-2 Notes may be produced in any manner, all as determined by the
Authorized Officers executing such Series 2008-1 Class A-2 Notes, as
evidenced by their execution of such Series 2008-1 Class A-2
Notes.  The initial sale of the Series 2008-1
Class A-2 Notes shall be limited to Persons who have executed the Series 2008-1
Class A-2 Note Purchase Agreement. 
The Series 2008-1 Class A-2 Notes may be resold only to
Persons who are QPs in compliance with the terms of the Series 2008-1 Class A-2
Note Purchase Agreement.


 


Section 4.3             Issuance of Series 2008-1 Class A-3
Notes.  (a)  The Series 2008-1
Class A-3 Notes will be issued in the form of definitive notes in fully
registered form without interest coupons, substantially in the form set forth
in Exhibit A-3 hereto, shall be issued to the Series 2008-1 Class A-3
Noteholders  pursuant to and in
accordance 


 


26

















 


with the Series 2008-1
Class A-3 Note Purchase Agreement and shall be duly executed by the
Co-Issuers and authenticated by the Trustee in the manner set forth in Section 2.8
of the Base Indenture.  Other than in
accordance with this Series 2008-1 Supplement and the Series 2008-1 Class A-3
Note Purchase Agreement, the Series 2008-1 Class A-3 Notes will not
be permitted to be transferred, assigned, exchanged or otherwise pledged or
conveyed by such Series 2008-1 Class A-3 Noteholders.  The Series 2008-1 Class A-3 Notes
shall bear a face amount equal in the aggregate to up to the Series 2008-1
Class A-3 Maximum Principal Amount as of the Series 2008-1 Closing
Date, and shall be initially issued in an aggregate outstanding principal
amount equal to $0.  The Trustee shall
record any Series 2008-1 Class A-3 Increases or Series 2008-1 Class A-3
Decreases of which it has received notice or with respect to which a Authorized
Officer of the Trustee has Actual Knowledge such that the principal amount of
the Series 2008-1 Class A-3 Notes that are Outstanding accurately
reflects all such Series 2008-1 Class A-3 Increases and Series 2008-1
Class A-3 Decreases.


 


(b)           The
Series 2008-1 Class A-3 Notes may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Authorized Officers executing such Series 2008-1
Class A-3 Notes, as evidenced by their execution of the Series 2008-1
Class A-3 Notes.  The Series 2008-1
Class A-3 Notes may be produced in any manner, all as determined by the
Authorized Officers executing such Series 2008-1 Class A-3 Notes, as
evidenced by their execution of such Series 2008-1 Class A-3
Notes.  The initial sale of the Series 2008-1
Class A-3 Notes shall be limited to Persons who have executed the Series 2008-1
Class A-3 Note Purchase Agreement. 
The Series 2008-1 Class A-3 Notes may be resold only to
Persons who are QPs in compliance with the terms of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


Section 4.4             Issuance of Series 2008-1 Class B-1
Notes.  The Series 2008-1 Class B-1
Notes in the aggregate may be offered and sold in the Series 2008-1 Class B-1
Initial Principal Amount on the Series 2008-1 Closing Date by the
Co-Issuers pursuant to the Series 2008-1 Class A-1/B-1 Note Purchase
Agreement.  The Series 2008-1 Class B-1
Notes will be resold initially only (A) in the United States, to Persons
who are both QIBs and QPs in reliance on Rule 144A and (B) outside
the United States, to QPs who are neither a U.S. Person nor a U.S. Resident in
reliance on Regulation S.  The Series 2008-1
Class B-1 Notes may thereafter be transferred in reliance on Rule 144A
and/or Regulation S and in accordance with the procedure described herein.  The Series 2008-1 Class B-1 Notes
will be Book-Entry Notes and DTC will be the Depository for the Series 2008-1
Class B-1 Notes.  The Applicable
Procedures shall be applicable to transfers of beneficial interests in the Series 2008-1
Class B-1 Notes.  The Series 2008-1
Class B-1 Notes shall be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof.


 


(a)           Restricted
Rule 144A Class B-1 Global Notes. 
The Series 2008-1 Class B-1 Notes offered and sold in their
initial distribution in reliance upon Rule 144A will be issued in the form
of one or more global notes in fully registered form, without 


 


27














 


coupons, substantially in the form set forth in Exhibit B-1-1
hereto, registered in the name of Cede, as nominee of DTC, and deposited with
the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.4
and Section 4.8, the “Restricted Rule 144A Class B-1
Global Notes”).  The aggregate
initial principal amount of the Restricted Rule 144A Class B-1 Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for DTC, in connection with a
corresponding decrease or increase in the aggregate initial principal amount of
the corresponding Class of Restricted Regulation S Class B-1
Global Notes or the Unrestricted Class B-1 Global Notes, as hereinafter
provided.


 


(b)           Restricted
Regulation S Class B-1 Global Notes.  Any Series 2008-1 Class B-1 Notes
offered and sold on the Series 2008-1 Closing Date in reliance upon
Regulation S will be issued in the form of one or more global notes in fully
registered form, without coupons, substantially in the form set forth in Exhibit B-1-2
hereto, registered in the name of Cede, as nominee of DTC, and deposited
with the Trustee, as custodian for DTC, for credit to the respective accounts
at DTC of the designated agents holding on behalf of Euroclear or Clearstream
(collectively, for purposes of Section 4.4 and Section 4.8,
the “Restricted Regulation S Class B-1 Global Notes,” and together
with the Restricted 144A Class B-1 Global Notes, the “Restricted Class B-1
Global Notes.”).  Until such time as the
Distribution Compliance Period shall have terminated with respect to the Restricted
Regulation S Class B-1 Global Notes, interests in the Restricted
Regulation S Class B-1 Global Notes may be held only through Clearing
Agency Participants acting for and on behalf of Euroclear and Clearstream.  After such time as the Distribution
Compliance Period shall have terminated with respect to the Restricted
Regulation S Class B-1 Global Notes, interests in the Restricted
Regulation S Class B-1 Global Notes may be held through Clearing Agency
Participants acting for and on behalf of DTC in addition to Euroclear and
Clearstream.  The aggregate principal
amount of the Restricted Regulation S Class B-1 Global Notes may from
time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for DTC, in connection with a corresponding decrease
or increase of aggregate principal amount of the corresponding Class of
the Restricted Rule 144A Class A-1 Global Notes or Unrestricted Class B-1
Global Notes, as hereinafter provided.


 


(c)           Unrestricted
Class B-1 Global Note. 
Beneficial interests in the Restricted 144A Class B-1 Global Notes
may be exchanged for beneficial interests in one or more global notes that do
not bear the legend set forth in Section 4.8(h) (the “Unrestricted
Class B-1 Global Notes,” and together with the Restricted Class B-1
Global Notes, the “Series 2008-1 Class B-1 Global Notes”) as
provided in Section 4.8(d). 
Beneficial interests in the Restricted Regulation S Class B-1
Global Notes may be exchanged for beneficial interests in one or more
Unrestricted Class B-1 Global Notes as provided in Section 4.8(g).


 


(d)           Definitive
Class B-1 Notes.  The Series 2008-1
Class B-1 Global Notes shall be exchangeable in their entirety for one or
more definitive notes in registered form, without interest coupons
(collectively, for purposes of this Section 4.4 and Section 4.8,
the “Definitive Notes”) pursuant to Section 2.13(c) of
the Base Indenture and this Section 4.4(d) in accordance with
their terms and, upon complete exchange thereof, 


 


28

















 


such Series 2008-1 Class B-1 Global Notes shall be
surrendered for cancellation to the Trustee at the applicable Corporate Trust
Office.


 


Section 4.5             Transfer
Restrictions of Series 2008-1 Class A-1 Notes.


 


(a)           A Series 2008-1
Class A-1 Global Note may not be transferred, in whole or in part, to any
Person other than DTC or a nominee thereof, or to a successor Depository or to
a nominee of a successor Depository, and no such transfer to any such other
Person may be registered; provided, however, that this Section 4.5(a) shall
not prohibit any transfer of a Series 2008-1 Class A-1 Note that is
issued in exchange for a Series 2008-1 Class A-1 Global Note in
accordance with Section 2.8 or Section 2.13 of the Base
Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2008-1
Class A-1 Global Note effected in accordance with the other provisions of
this Section 4.5.


 


(b)           The
transfer by a Series 2008-1 Class A-1 Noteholder holding a beneficial
interest in a Restricted Rule 144A Class A-1 Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in
such Restricted Rule 144A Class A-1 Global Note shall be made only
upon the representation of the transferee that it is purchasing for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB, a QP, and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Co-Issuers as such
transferee has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


 


(c)           If
a Series 2008-1 Class A-1 Noteholder holding a beneficial interest in
a Restricted 144A Class A-1 Global Note wishes at any time to exchange its
interest in such Restricted 144A Class A-1 Global Note for an interest in
the Restricted Regulation S Class A-1 Global Note, or to transfer
such interest to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Restricted Regulation S Class A-1 Global
Note, such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 4.5(c);
provided that the remaining beneficial interest in such Restricted 144A Class A-1
Global Note held by such Series 2008-1 Class A-1 Noteholder shall
either equal zero or meet the authorized minimum denominations.  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, and the Co-Issuers of (i) written
instructions given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Trustee to credit or cause to be credited to a
specified Clearing Agency Participant’s account a beneficial interest in the
Restricted Regulation S Class A-1 Global Note, in a principal amount
equal to that of the beneficial interest in such Restricted 144A Class A-1
Global Note to be so exchanged or transferred, but not less than the authorized
minimum denominations, (ii) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the
Clearing Agency Participant (and the Euroclear or Clearstream account, as the
case may be) to be credited with, and the account of the Clearing Agency
Participant to be debited for, such 


 


29

















 


beneficial interest and (iii) a certificate in substantially the
form set forth in Exhibit C-1 hereto given by the Series 2008-1
Class A-1 Noteholder holding such beneficial interest in such Restricted
144A Class A-1 Global Note, the Trustee, as Registrar, shall instruct DTC
to reduce the principal amount of the Restricted 144A Class A-1 Global
Note, and to increase the principal amount of the Restricted Regulation S Class A-1
Global Note, by the principal amount of the beneficial interest in such
Restricted 144A Class A-1 Global Note to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person specified in
such instructions (which shall be the Clearing Agency Participant for Euroclear
or Clearstream or both, as the case may be) a beneficial interest in the
Restricted Regulation S Class A-1 Global Note having a principal
amount equal to the amount by which the principal amount of such Restricted
144A Class A-1 Global Note was reduced upon such exchange or transfer.


 


(d)           If
a Series 2008-1 Class A-1 Noteholder holding a beneficial interest in
a Restricted 144A Class A-1 Global Note wishes at any time to exchange its
interest in such Restricted 144A Class A-1 Global Note for an interest in
the Unrestricted Class A-1 Global Note, or to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Unrestricted Class A-1 Global Note, such exchange or transfer may
be effected, subject to the Applicable Procedures, only in accordance with the
provisions of this Section 4.5(d); provided that the
remaining beneficial interest in such Restricted 144A Class A-1 Global
Note held by such Series 2008-1 Class A-1 Noteholder shall either
equal zero or meet the authorized minimum denominations.  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, of (i) written instructions given
in accordance with the Applicable Procedures from a Clearing Agency Participant
directing the Trustee to credit or cause to be credited to a specified Clearing
Agency Participant’s account a beneficial interest in the Unrestricted Class A-1
Global Note in a principal amount equal to that of the beneficial interest in
such Restricted 144A Class A-1 Global Note to be so exchanged or
transferred, but not less than the authorized minimum denominations, (ii) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant to be
credited with, and the account of the Clearing Agency Participant to be debited
for, such beneficial interest and (iii) a certificate in substantially the
form of Exhibit C-2 hereto given by the Series 2008-1 Class A-1
Noteholder holding such beneficial interest in such Restricted 144A Class A-1
Global Note, the Trustee, as Registrar, shall instruct DTC to reduce the
principal amount of such Restricted 144A Class A-1 Global Note, and to
increase the principal amount of the Unrestricted Class A-1 Global Note,
by the principal amount of the beneficial interest in such Restricted 144A Class A-1
Global Note to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions (which
shall be the Clearing Agency Participant) a beneficial interest in the
Unrestricted Class A-1 Global Note having a principal amount equal to the
amount by which the principal amount of such Restricted 144A Class A-1
Global Note was reduced upon such exchange or transfer.  If the Trustee so requests or if the
Applicable Procedures so require, the transferor shall deliver an Opinion of
Counsel in form reasonably acceptable to the Trustee to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained in this 


 


30

















 


Series 2008-1 Supplement and described in Section 4.5(h) are
no longer required in order to maintain compliance with the Securities Act.


 


(e)           The
transfer by a Series 2008 1 Class A-1 Noteholder holding a beneficial
interest in a Restricted Regulation S Class A-1 Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in
such Restricted Regulation S Class A-1 Global Note shall be made only upon
the representation of the transferee that it is purchasing for its own account
or an account with respect to which it exercises sole investment discretion and
that it and any such account is a QP that is neither a “U.S. Person” as defined
in Regulation S nor a “U.S. Resident” for purposes of the Investment Company
Act and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by
Regulation S.


 


(f)            If
a Series 2008-1 Class A-1 Noteholder holding a beneficial interest in
a Restricted Regulation S Class A-1 Global Note wishes at any time to
exchange its interest in such Restricted Regulation S Class A-1
Global Note for an interest in the Restricted 144A Class A-1 Global Note,
or to transfer such interest to a Person who wishes to take delivery thereof in
the form of a beneficial interest in the Restricted 144A Class A-1 Global
Note, such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 4.5(f); provided
that the remaining beneficial interest in such Restricted Regulation S Class A-1
Global Note held by such Series 2008-1 Class A-1 Noteholder shall
either equal zero or meet the authorized minimum denominations.  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, of (i) written instructions given in
accordance with the Applicable Procedures from a Clearing Agency Participant
directing the Trustee to credit or cause to be credited to a specified Clearing
Agency Participant’s account a beneficial interest in the Restricted 144A Class A-1
Global Note in a principal amount equal to that of the beneficial interest in
such Restricted Regulation S Class A-1 Global Note to be so exchanged
or transferred, but not less than the authorized minimum denominations, (ii) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant (and the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Clearing Agency Participant to be debited for, such
beneficial interest and (iii) a certificate in substantially the form set
forth in Exhibit C-3 hereto given by such Series 2008-1 Class A-1
Noteholder holding such beneficial interest in such Restricted
Regulation S Class A-1 Global Note, Euroclear or Clearstream or the
Trustee, as Registrar, shall instruct DTC to reduce the principal amount of
such Restricted Regulation S Class A-1 Global Note and to increase
the principal amount of the Restricted 144A Class A-1 Global Note, by the
principal amount of the beneficial interest in such Restricted
Regulation S Class A-1 Global Note to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person specified in
such instructions (which shall be the Clearing Agency Participant for DTC) a
beneficial interest in the Restricted 144A Class A-1 Global Note having a
principal amount equal to the amount by which the principal amount of such
Restricted Regulation S Class A-1 Global Note was reduced upon such
exchange or transfer.


 


31

















 


(g)           If
a Series 2008-1 Class A-1 Noteholder holding a beneficial interest in
a Restricted Regulation S Class A-1 Global Note wishes at any time to
exchange its interest in such Restricted Regulation S Class A-1 Global
Note for an interest in the Unrestricted Class A-1 Global Note, or to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Unrestricted Class A-1 Global Note,
such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 4.5(g); provided
that the remaining beneficial interest in such Restricted Regulation S Class A-1
Global Note held by such Series 2008-1 Class A-1 Noteholder shall
either equal zero or meet the authorized minimum denominations.  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, and the Co-Issuers of (i) written
instructions given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Trustee to credit or cause to be credited to a
specified Clearing Agency Participant’s account a beneficial interest in the
Unrestricted Class A-1 Global Note in a principal amount equal to that of
the beneficial interest in such Restricted Regulation S Class A-1 Global
Note to be so exchanged or transferred, but not less than the authorized
minimum denominations, (ii) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the
Clearing Agency Participant (and the Euroclear or Clearstream account, as the
case may be) to be credited with, and the account of the Clearing Agency
Participant to be debited for, such beneficial interest and (iii) a
certificate in substantially the form of Exhibit C-2 hereto given
by the Series 2008-1 Class A-1 Noteholder holding such beneficial
interest in such Restricted Regulation S Class A-1 Global Note, Euroclear,
Clearstream or the Trustee, as Registrar shall instruct DTC to reduce the
principal amount of such Restricted Regulation S Class A-1 Global Note,
and to increase the principal amount of the Unrestricted Class A-1 Global
Note, by the principal amount of the beneficial interest in such Restricted Regulation
S Class A-1 Global Note to be so exchanged or transferred, and to credit
or cause to be credited to the account of the Person specified in such
instructions (which shall be the Clearing Agency Participant for DTC) a
beneficial interest in the Unrestricted Class A-1 Global Note having a
principal amount equal to the amount by which the principal amount of such
Restricted Regulation S Class A-1 Global Note was reduced upon such
exchange or transfer.  If the Trustee so
requests or if the Applicable Procedures so require, the transferor shall
deliver an Opinion of Counsel in form reasonably acceptable to the Trustee to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained in this Series 2008-1
Supplement and described in Section 4.5(h) are no longer
required in order to maintain compliance with the Securities Act.


 


(h)           The Restricted Class A-1 Global
Notes shall bear the following legend:


 


THIS
SERIES 2008-1 CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-


 


32

















 


ISSUERS”)
HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940
ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED
STATES TO EITHER THE INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS BOTH A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE 1940
ACT), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH
SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT
DISCRETION, EACH OF WHICH IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED
PURCHASER, AND NONE OF WHICH IS (1) A DEALER OF THE
TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS IT OWNS AND
INVESTS ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN SECURITIES OF
ISSUERS THAT ARE NOT AFFILIATED TO IT, (2) A PARTICIPANT-DIRECTED EMPLOYEE
PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN
PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND
REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS
OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE
SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN, (3) FORMED OR
CAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT
WHERE EACH BENEFICIAL OWNER IS A QUALIFIED PURCHASER), (4) A CORPORATION,
PARTNERSHIP, COMMON TRUST FUND, SPECIAL TRUST, PENSION FUND OR RETIREMENT PLAN
IN WHICH THE SHAREHOLDERS, EQUITY OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL
OWNERS OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR
INVESTMENTS TO BE MADE, (5) IF FORMED ON OR BEFORE APRIL 30, 1996, AN
INVESTMENT COMPANY THAT RELIES ON THE EXCLUSION FROM THE DEFINITION OF ‘‘INVESTMENT
COMPANY’’ PROVIDED BY SECTION 3(c)(7) OF THE 1940 ACT (OR A FOREIGN
INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF RELYING ON SECTION 3(c)(7) WITH
RESPECT TO THOSE OF ITS HOLDERS THAT ARE U.S. PERSONS), UNLESS, WITH RESPECT TO
ITS TREATMENT AS A QUALIFIED PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF
ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30,
1996, (6) AN ENTITY THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER
ACQUISITION OF A BENEFICIAL INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN
40% OF ITS ASSETS IN BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER
SECURITIES OF THE ISSUER (UNLESS ALL OF THE 


 


33

















 


BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE
QUALIFIED PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT
REGISTRATION PROVIDED BY RULE 144A OR (7) (I) (i) AN EMPLOYEE BENEFIT PLAN
DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT SUBJECT TO ERISA OR AN
ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, (ii) AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii) A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S. DEPARTMENT OF LABOR
REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY IS NOT ACQUIRING OR
HOLDING THIS NOTE FOR OR ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN OR (II) A
PURCHASER THAT IS UNABLE TO REPRESENT AND WARRANT THAT THE PURCHASE AND HOLDING
OF THIS NOTE DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY APPLICABLE SIMILAR LAW),
OR (B) OUTSIDE THE UNITED STATES TO THE INITIAL PURCHASER OR A SUBSEQUENT
TRANSFEREE WHO IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) NOR A “U.S.
RESIDENT” AS DEFINED FOR PURPOSES OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT
OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR
SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
QUALIFIED PURCHASER, AND NONE OF WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN
COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.  THE INITIAL PURCHASER AND EACH SUBSEQUENT
TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL MAKE
THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE
INDENTURE.  THE INITIAL PURCHASER AND
EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS
NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED REGULATION S GLOBAL
NOTE OR A RESTRICTED RULE 144A GLOBAL NOTE WILL BE REQUIRED TO DELIVER A
TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND 


 


34

















 


WILL
BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO
IN THE INDENTURE.


 


THE
CO-ISSUERS MAY REQUIRE ANY HOLDER OF THIS NOTE WHO IS DETERMINED NOT TO
HAVE BEEN (I) IF THIS NOTE IS ACQUIRED IN THE UNITED STATES, BOTH A
QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (II) IF THIS
NOTE WAS ACQUIRED OUTSIDE OF THE UNITED STATES, BOTH A QUALIFIED PURCHASER AND
NEITHER A U.S. PERSON NOR A U.S. RESIDENT AT THE TIME OF ACQUISITION OF THIS
NOTE TO SELL THIS NOTE TO A PERSON WHO IS (I) BOTH A QUALIFIED
INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, OR (II) A QUALIFIED PURCHASER AND NEITHER A
U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION MEETING THE REQUIREMENTS OF
REGULATION S.


 


ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT
AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO
THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.


 


(i)            The Restricted Regulation S Class A-1
Global Notes shall also bear the following legend:


 


UNTIL
40 DAYS AFTER THE INITIAL PURCHASER NOTIFIES THE CO-ISSUERS THAT THE RESALE OF
THE SERIES 2008-1 CLASS A-1 NOTES HAS BEEN COMPLETED (THE “DISTRIBUTION COMPLIANCE PERIOD”) IN
CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF
THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO
CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR
OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS A QUALIFIED
PURCHASER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE
TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED
PURCHASER AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES.


 


35

















 


(j)            The Series 2008-1 Class A-1
Global Notes issued in connection with the Series 2008-1 Class A-1
Notes shall bear the following legend:


 


THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW
YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE
THEREOF.  THIS NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST
HEREIN.


 


(k)           The
required legends set forth above shall not be removed from the applicable Series 2008-1
Class A-1 Notes except as provided herein. 
The legend required for a Restricted Class A-1 Global Note may be
removed from such Restricted Class A-1 Global Note if there is delivered
to the Co-Issuers and the Trustee such satisfactory evidence, which may include
an Opinion of Counsel as may be reasonably required by the Co-Issuers that
neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Restricted Class A-1 Global Note
will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence,
the Trustee at the direction of the Master Issuer, on behalf of the Co-Issuers,
shall authenticate and deliver in exchange for such Restricted Class A-1
Global Note a an Unrestricted Class A-1 Global Note or Unrestricted Class A-1
Global Notes having an equal aggregate principal amount that does not bear such
legend.  If such a legend required for a
Restricted Class A-1 Global Note has been removed from a Series 2008-1
Class A-1 Note as provided above, no other Series 2008-1 Class A-1
Note issued in exchange for all or any part of such Series 2008-1 Class A-1
Note shall bear such legend, unless the Co-Issuers have reasonable cause to
believe that such other Series 2008-1 Class A-1 Note is a “restricted
security” within the meaning of Rule 144 under the Securities Act and
instructs the Trustee to cause a legend to appear thereon.


 


(l)            The
Co-Issuers have the right hereunder to compel any non-permitted holder of an
interest in the Series 2008-1 Class A-1 Notes to sell its interest in
such Series 2008-1 Class A-1 Notes or may sell such interest in such Series 2008-1
Class A-1 Notes on behalf of such owner. In connection therewith, (a) if
the Holder acquired its interest in the Series 2008-1 Class A-1 Notes
in the form of an interest in a Global Note, 


 


36

















 


the Co-Issuers are permitted hereunder to require that the Holder of (i) any
interest in a Restricted 144A Global Note held by a Holder that is a U.S.
Person or a Holder who was sold such interest in the United States who is
determined not to have been both a QIB and a QP at the time of acquisition of
such interest in a Restricted 144A Global Note or (ii) any interest in a
Restricted Regulation S Global Note held by a Holder that is a U.S. Person or a
Person who was sold such interest in the United States, in each case at the
time of the acquisition of such interest, sell such interest to a transferee
that is permitted hereunder and, if the Holder does not comply with such demand
within 30 days thereof, the Co-Issuers, acting at the direction of the Master
Manager, may sell such Holder’s interest in the applicable Global Note on such
terms as the Co-Issuers may choose.


 


Section 4.6             Transfer
Restrictions of Series 2008-1 Class A-2 Notes.


 


(a)           Subject
to the terms of the Indenture and the Series 2008-1 Class A-2 Note
Purchase Agreement, the Holder of any Series 2008-1 Class A-2 Note
may transfer the same in whole or in part, in an amount equivalent to an
authorized denomination, by surrendering such Series 2008-1 Class A-2
Note at the applicable Corporate Trust Office, with the form of transfer
endorsed on it duly completed and executed by, or accompanied by a written
instrument of transfer in form satisfactory to the Co-Issuers and the Registrar
by, the Holder thereof or his attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, and accompanied by a
certificate substantially in the form of Exhibit C-4 hereto; provided
that if the Holder of any Series 2008-1 Class A-2 Note transfers, in
whole or in part, its interest in any Series 2008-1 Class A-2 Note
pursuant to (i) an Assignment and Assumption Agreement substantially in
the form of Exhibit B to the Series 2008-1 Class A-2 Note
Purchase Agreement or (ii) an Investor Group Supplement substantially in
the form of Exhibit C to the Series 2008-1 Class A-2 Note
Purchase Agreement, then such Series 2008-1 Class A-2 Noteholder will
not be required to submit a certificate substantially in the form of Exhibit C-4
hereto upon transfer of its interest in such Series 2008-1 Class A-2
Note.  In exchange for any Series 2008-1
Class A-2 Note properly presented for transfer, the Co-Issuers shall
execute and the Trustee shall promptly authenticate and deliver or cause to be
authenticated and delivered in compliance with applicable law, to the
transferee at such office, or send by mail (at the risk of the transferee) to
such address as the transferee may request, Series 2008-1 Class A-2
Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2008-1
Class A-2 Note in part, the Co-Issuers shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered to
the transferor at such office, or send by mail (at the risk of the transferor)
to such address as the transferor may request, Series 2008-1 Class A-2
Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2008-1 Class A-2
Note shall be made unless the request for such transfer is made by the Series 2008-1
Class A-2 Noteholder at such office. 
Neither the Co-Issuers nor the Trustee shall be liable for any delay in
delivery of transfer instructions and each may conclusively rely on, and shall
be protected in relying on, such instructions. 
Upon the issuance of transferred


 


37














 


Series 2008-1 Class A-2 Notes, the Trustee shall recognize
the holders of such Series 2008-1 Class A-2 Note as Series 2008-1
Class A-2 Noteholders.


 


(b)           Each
Series 2008-1 Class A-2 Note shall bear the following legend:


 


THIS SERIES 2008-1 CLASS A-2 NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.  THIS
NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-2 NOTE
PURCHASE AGREEMENT, DATED AS OF MAY 28, 2008 BY AND AMONG THE CO-ISSUERS,
THE MASTER MANAGER, THE TRANSACTION MANAGER, CERTAIN SERIES 2008-1 CLASS A-2
CONDUIT INVESTORS, THE SERIES 2008-1 CLASS A-2 COMMITTED NOTE PURCHASERS,
CERTAIN FUNDING AGENTS AND THE SERIES 2008-1 CLASS A-2 NOTE ADMINISTRATIVE
AGENT, AS AMENDED FROM TIME TO TIME.


 


The required legend set forth above shall not be
removed from the Series 2008-1 Class A-2 Notes except as provided
herein.


 


Section 4.7             Transfer
Restrictions of Series 2008-1 Class A-3 Notes.


 


(a)           Subject
to the terms of the Indenture and the Series 2008-1 Class A-3 Note
Purchase Agreement, the Holder of any Series 2008-1 Class A-3 Note
may transfer the same in whole or in part, in an amount equivalent to an
authorized denomination, by surrendering such Series 2008-1 Class A-3
Note at the applicable Corporate Trust Office, with the form of transfer
endorsed on it duly completed and executed by, or accompanied by a written
instrument of transfer in form satisfactory to the Co-Issuers and the Registrar
by, the Holder thereof or his attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the STAMP or such other “signature guarantee program” as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
and accompanied by a certificate substantially in the form of Exhibit C-4
hereto; provided that if the Holder of any Series 2008-1 Class A-3
Note transfers, in whole or in part, its interest in any Series 2008-1 Class A-3
Note pursuant to (i) an Assignment and Assumption Agreement substantially
in the form of Exhibit B to the Series 2008-1 Class A-3 Note
Purchase Agreement or (ii) an Investor Group Supplement substantially in
the form of Exhibit C to the Series 2008-1 Class A-3 Note
Purchase Agreement, then such Series 2008-1 Class A-3 Noteholder will
not be required to submit a certificate substantially in the form of Exhibit C-4
hereto upon transfer of its interest in such Series 2008-1 Class A-3
Note.  In exchange for any Series 2008-1
Class A-3 Note properly presented for transfer, the 


 


38

















 


Co-Issuers shall execute and the Trustee shall promptly authenticate
and deliver or cause to be authenticated and delivered in compliance with
applicable law, to the transferee at such office, or send by mail (at the risk
of the transferee) to such address as the transferee may request, Series 2008-1
Class A-3 Notes for the same aggregate principal amount as was
transferred.  In the case of the transfer
of any Series 2008-1 Class A-3 Note in part, the Co-Issuers shall
execute and the Trustee shall promptly authenticate and deliver or cause to be
authenticated and delivered to the transferor at such office, or send by mail
(at the risk of the transferor) to such address as the transferor may request, Series 2008-1
Class A-3 Notes for the aggregate principal amount that was not
transferred.  No transfer of any Series 2008-1
Class A-3 Note shall be made unless the request for such transfer is made
by the Series 2008-1 Class A-3 Noteholder at such office.  Neither the Co-Issuers nor the Trustee shall
be liable for any delay in delivery of transfer instructions and each may
conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of
transferred Series 2008-1 Class A-3 Notes, the Trustee shall
recognize the holders of such Series 2008-1 Class A-3 Note as Series 2008-1
Class A-3 Noteholders.


 


(b)           Each
Series 2008-1 Class A-3 Note shall bear the following legend:


 


THIS SERIES 2008-1 CLASS A-3 NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. 
THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-3
NOTE PURCHASE AGREEMENT, DATED AS OF MAY 28, 2008 BY AND AMONG THE
CO-ISSUERS, THE MASTER MANAGER, THE TRANSACTION MANAGER, CERTAIN SERIES 2008-1 CLASS A-3
CONDUIT INVESTORS, THE SERIES 2008-1 CLASS A-3 COMMITTED NOTE PURCHASERS,
CERTAIN FUNDING AGENTS AND THE SERIES 2008-1 CLASS A-3 NOTE ADMINISTRATIVE
AGENT, AS AMENDED FROM TIME TO TIME.


 


The required legend set forth above shall not be
removed from the Series 2008-1 Class A-3 Notes except as provided
herein.


 


Section 4.8             Transfer
Restrictions of Series 2008-1 Class B-1 Notes.


 


(a)           A Series 2008-1
Class B-1 Global Note may not be transferred, in whole or in part, to any
Person other than DTC or a nominee thereof, or to a successor Depository or to
a nominee of a successor Depository, and no such transfer to any such other
Person may be registered; provided, however, that this Section 4.8(a) shall
not prohibit any transfer of a Series 2008-1 Class B-1 Note that is
issued in exchange for a Series 2008-1 Class B-1 Global Note in
accordance with Section 2.8 of the Base Indenture and shall not
prohibit any transfer of a beneficial interest in a Series 2008-1 


 


39

















 


Class B-1 Global Note effected in accordance with the other
provisions of this Section 4.8.


 


(b)           The
transfer by a Series 2008-1 Class B-1 Noteholder holding a beneficial
interest in a Restricted Rule 144A Class B-1 Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in
such Restricted Rule 144A Class B-1 Global Note shall be made only
upon the representation of the transferee that it is purchasing for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB, a QP, and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Co-Issuers as such
transferee has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


 


(c)           If
a Series 2008-1 Class B-1 Noteholder holding a beneficial interest in
a Restricted Rule 144A Class B-1 Global Note wishes at any time to
exchange its interest in such Restricted Rule 144A Class B-1 Global
Note for an interest in the Restricted Regulation S Class B-1 Global Note,
or to transfer such interest to a Person who wishes to take delivery thereof in
the form of a beneficial interest in the Restricted Regulation S Class B-1
Global Note, such exchange or transfer may be effected, subject to the
Applicable Procedures, only in accordance with the provisions of this Section 4.8(c).  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, and the Co-Issuers of (i) written
instructions given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Trustee to credit or cause to be credited to a
specified Clearing Agency Participant’s account a beneficial interest in the
Restricted Regulation S Class B-1 Global Note, in a principal amount equal
to that of the beneficial interest in such Restricted Rule 144A Class B-1
Global Note to be so exchanged or transferred, but not less than the authorized
minimum denominations, (ii) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the
Clearing Agency Participant (and the Euroclear or Clearstream account, as the
case may be) to be credited with, and the account of the Clearing Agency
Participant to be debited for, such beneficial interest and (iii) a
certificate in substantially the form set forth in Exhibit C-1
hereto given by the Series 2008-1 Class B-1 Noteholder holding such
beneficial interest in such Restricted Rule 144A Class B-1 Global
Note, the Trustee, as Registrar, shall instruct DTC to reduce the principal
amount of the Restricted Rule 144A Class B-1 Global Note, and to
increase the principal amount of the Restricted Regulation S Class B-1
Global Note, by the principal amount of the beneficial interest in such
Restricted Rule 144A Class B-1 Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a beneficial interest
in the Restricted Regulation S Class B-1 Global Note having a principal
amount equal to the amount by which the principal amount of such Restricted Rule 144A
Class B-1 Global Note was reduced upon such exchange or transfer.


 


40

















 


(d)           If
a Series 2008-1 Class B-1 Noteholder holding a beneficial interest in
a Restricted Rule 144A Class B-1 Global Note wishes at any time to
exchange its interest in such Restricted Rule 144A Class B-1 Global
Note for an interest in the Unrestricted Class B-1 Global Note, or to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Unrestricted Class B-1 Global Note,
such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 4.8(d);
provided that the remaining beneficial interest in such Restricted Rule 144A
Class B-1 Global Note held by such Series 2008-1 Class B-1
Noteholder shall either equal zero or meet the authorized minimum
denominations.  Upon receipt by the
Trustee, as Registrar, at the applicable Corporate Trust Office, and the
Co-Issuers of (i) written instructions given in accordance with the
Applicable Procedures from a Clearing Agency Participant directing the Trustee
to credit or cause to be credited to a specified Clearing Agency Participant’s
account a beneficial interest in the Unrestricted Class B-1 Global Note in
a principal amount equal to that of the beneficial interest in such Restricted Rule 144A
Class B-1 Global Note to be so exchanged or transferred, but not less than
the authorized minimum denominations, (ii) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Clearing Agency Participant to be credited with, and the account
of the Clearing Agency Participant to be debited for, such beneficial interest
and (iii) a certificate in substantially the form of Exhibit C-2
hereto given by the Series 2008-1 Class B-1 Noteholder holding such
beneficial interest in such Restricted Rule 144A Class B-1 Global
Note, the Trustee, as Registrar, shall instruct DTC to reduce the principal
amount of such Restricted Rule 144A Class B-1 Global Note, and to
increase the principal amount of the Unrestricted Class B-1 Global Note,
by the principal amount of the beneficial interest in such Restricted Rule 144A
Class B-1 Global Note to be so exchanged or transferred, and to credit or
cause to be credited to the account of the Person specified in such
instructions (which shall be the Clearing Agency Participant) a beneficial
interest in the Unrestricted Class B-1 Global Note having a principal
amount equal to the amount by which the principal amount of such Restricted Rule 144A
Class B-1 Global Note was reduced upon such exchange or transfer.  If the Trustee so requests or if the
Applicable Procedures so require, the transferor shall deliver an Opinion of
Counsel in form reasonably acceptable to the Trustee to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained in this Series 2008-1 Supplement and
described in Section 4.8(h) are no longer required in order to
maintain compliance with the Securities Act.


 


(e)           The
transfer by a Series 2008 1 Class B-1 Noteholder holding a beneficial
interest in a Restricted Regulation S Class B-1 Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in
such Restricted Regulation S Class B-1 Global Note shall be made only upon
the representation of the transferee that it is purchasing for its own account
or an account with respect to which it exercises sole investment discretion and
that it and any such account is a QP that is neither a “U.S. Person” as defined
in Regulation S nor a “U.S. Resident” for purposes of the Investment Company
Act and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by
Regulation S.


 


41

















 


(f)            If
a Series 2008-1 Class B-1 Noteholder holding a beneficial interest in
a Restricted Regulation S Class B-1 Global Note wishes at any time to
exchange its interest in such Restricted Regulation S Class B-1 Global
Note for an interest in the Restricted Rule 144A Class B-1 Global
Note, or to transfer such interest to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Restricted Rule 144A Class B-1
Global Note, such exchange or transfer may be effected, subject to the
Applicable Procedures, only in accordance with the provisions of this Section 4.8(f); provided
that the remaining beneficial interest in such Restricted Regulation S Class B-1
Global Note held by such Series 2008-1 Class B-1 Noteholder shall
either equal zero or meet the authorized minimum denominations. 
Upon receipt by the Registrar, at the applicable Corporate Trust Office,
and the Co-Issuers of (i) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the Trustee
to credit or cause to be credited to a specified Clearing Agency Participant’s
account a beneficial interest in the Restricted Rule 144A Class B-1
Global Note in a principal amount equal to that of the beneficial interest in
such Restricted Regulation S Class B-1 Global Note to be so exchanged or
transferred, but not less than the authorized minimum denominations, (ii) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant (and the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Clearing Agency Participant to be debited for, such
beneficial interest and (iii)  a certificate in substantially the form set
forth in Exhibit C-3 hereto given by such Series 2008-1 Class B-1
Noteholder holding such beneficial interest in such Restricted Regulation S Class B-1
Global Note, Euroclear or Clearstream or the Trustee, as Registrar, shall
instruct DTC to reduce the principal amount of such Restricted Regulation S Class B-1
Global Note and to increase the principal amount of the Restricted Rule 144A
Class B-1 Global Note, by the principal amount of the beneficial interest
in such Restricted Regulation S Class B-1 Global Note to be so exchanged
or transferred, and to credit or cause to be credited to the account of the
Person specified in such instructions (which shall be the Clearing Agency
Participant for DTC) a beneficial interest in the Restricted Rule 144A Class B-1
Global Note having a principal amount equal to the amount by which the
principal amount of such Restricted Regulation S Class B-1 Global Note was
reduced upon such exchange or transfer.


 


(g)           If
a Series 2008-1 Class B-1 Noteholder holding a beneficial interest in
a Restricted Regulation S Class B-1 Global Note wishes at any time to
exchange its interest in such Restricted Regulation S Class B-1 Global
Note for an interest in the Unrestricted Class B-1 Global Note, or to
transfer such interest to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Unrestricted Class B-1 Global Note,
such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 4.8(g); provided
that the remaining beneficial interest in such Restricted Regulation S Class B-1
Global Note held by such Series 2008-1 Class B-1 Noteholder shall
either equal zero or meet the authorized minimum denominations.  Upon receipt by the Trustee, as Registrar, at
the applicable Corporate Trust Office, and the Co-Issuers of (i) written
instructions given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Trustee to credit or cause to be credited to a
specified Clearing Agency Participant’s account a beneficial interest in the
Unrestricted Class B-1 Global Note in a 


 


42

















 


principal amount equal to that of the beneficial interest in such
Restricted Regulation S Class B-1 Global Note to be so exchanged or
transferred, but not less than the authorized minimum denominations, (ii) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant (and the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Clearing Agency Participant to be debited for, such
beneficial interest and (iii) a certificate in substantially the form of Exhibit C-2
hereto given by the Series 2008-1 Class B-1 Noteholder holding such
beneficial interest in such Restricted Regulation S Class B-1 Global Note,
Euroclear, Clearstream or the Trustee, as Registrar shall instruct DTC to
reduce the principal amount of such Restricted Regulation S Class B-1
Global Note, and to increase the principal amount of the Unrestricted Class B-1
Global Note, by the principal amount of the beneficial interest in such
Restricted Regulation S Class B-1 Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for DTC) a beneficial interest in the Unrestricted Class B-1 Global Note
having a principal amount equal to the amount by which the principal amount of
such Restricted Regulation S Class B-1 Global Note was reduced upon such
exchange or transfer.  If the Trustee so
requests or if the Applicable Procedures so require, the transferor shall
deliver an Opinion of Counsel in form reasonably acceptable to the Trustee to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained in this Series 2008-1
Supplement and described in Section 4.8(h) are no longer
required in order to maintain compliance with the Securities Act.


 


(h)           The
Restricted Class B-1 Global Notes shall bear the following legend:


 


THIS SERIES 2008-1 CLASS B-1 NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF NUCO2 FUNDING LLC,  NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED
STATES TO THE INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS BOTH A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE 1940 ACT), ACTING
FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL
PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH
OF WHICH IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND
NONE OF WHICH IS (1) A DEALER OF THE TYPE DESCRIBED IN PARAGRAPH
(a)(1)(ii) OF RULE 144A UNLESS IT OWNS 


 


43

















 


AND INVESTS ON A
DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE
NOT AFFILIATED TO IT, (2) A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A
401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR
(a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH
(a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, UNLESS
INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY,
TRUSTEE OR SPONSOR OF SUCH PLAN, (3) FORMED OR CAPITALIZED FOR THE
SPECIFIC PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL
OWNER IS A QUALIFIED PURCHASER), (4) A CORPORATION, PARTNERSHIP, COMMON
TRUST FUND, SPECIAL TRUST, PENSION FUND OR RETIREMENT PLAN IN WHICH THE
SHAREHOLDERS, EQUITY OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR
PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO
BE MADE, (5) IF FORMED ON OR BEFORE APRIL 30, 1996, AN INVESTMENT COMPANY
THAT RELIES ON THE EXCLUSION FROM THE DEFINITION OF  ‘‘INVESTMENT COMPANY’’ PROVIDED BY SECTION 3(c)(7) OF
THE 1940 ACT (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF
RELYING ON SECTION 3(c)(7) WITH RESPECT TO THOSE OF ITS HOLDERS THAT
ARE U.S. PERSONS), UNLESS, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED
PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF
ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30,
1996, (6) AN ENTITY THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER
ACQUISITION OF A BENEFICIAL INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN
40% OF ITS ASSETS IN BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER SECURITIES
OF THE ISSUER (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES
ARE QUALIFIED PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT
REGISTRATION PROVIDED BY RULE 144A OR (7) (I) (i) AN EMPLOYEE BENEFIT PLAN
DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT SUBJECT TO ERISA OR AN
ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, (ii) AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii) A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S. DEPARTMENT OF LABOR
REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY 


 


44

















 


IS NOT ACQUIRING OR HOLDING THIS NOTE FOR OR ON BEHALF
OF OR WITH THE ASSETS OF ANY PLAN OR (II) A PURCHASER THAT IS UNABLE TO
REPRESENT AND WARRANT THAT THE PURCHASE AND HOLDING OF THIS NOTE DOES NOT AND
WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR
OTHER PLAN, ANY APPLICABLE SIMILAR LAW), OR (B) OUTSIDE THE UNITED STATES
TO THE INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS A QUALIFIED
PURCHASER AND NEITHER A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”) NOR A “U.S. RESIDENT” AS DEFINED FOR PURPOSES
OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH
RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE
INVESTMENT DISCRETION, EACH OF WHICH IS A QUALIFIED PURCHASER, AND NONE OF
WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE
CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO
HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND
ANY OTHER RELEVANT JURISDICTION. THE INITIAL PURCHASER AND EACH SUBSEQUENT
TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL MAKE
THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  THE INITIAL PURCHASER AND EACH SUBSEQUENT
TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF
AN INTEREST IN A RESTRICTED REGULATION S GLOBAL NOTE OR A RESTRICTED RULE 144A
GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED
BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS
AND AGREEMENTS REFERRED TO IN THE INDENTURE.


 


THE CO-ISSUERS MAY REQUIRE ANY HOLDER OF THIS
NOTE WHO IS DETERMINED NOT TO HAVE BEEN (I) IF THIS NOTE IS ACQUIRED IN
THE UNITED STATES, BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED
PURCHASER OR (II) IF THIS NOTE WAS ACQUIRED OUTSIDE OF THE UNITED STATES,
BOTH A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON NOR A U.S. RESIDENT AT THE
TIME OF ACQUISITION OF THIS NOTE TO SELL THIS NOTE TO A PERSON WHO IS (I) BOTH
A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, OR (II) A QUALIFIED PURCHASER AND
NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION MEETING THE
REQUIREMENTS OF REGULATION S.


 


45

















 


ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL
NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS,
THE TRUSTEE OR ANY INTERMEDIARY.


 


(i)            The
Restricted Regulation S Class B-1 Global Notes shall also bear the
following legend:


 


UNTIL 40 DAYS AFTER THE
INITIAL PURCHASER NOTIFIES THE CO-ISSUERS THAT THE RESALE OF THE SERIES 2008-1 CLASS B-1
NOTES HAS BEEN COMPLETED (THE “DISTRIBUTION
COMPLIANCE PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE
UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER
OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER
HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH
HOLDER IS A QUALIFIED PURCHASER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS
NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO
A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES
GOVERNING THE OFFER AND SALE OF SECURITIES.


 


(j)            The
Series 2008-1 Class B-1 Global Notes issued in connection with the Series 2008-1
Class B-1 Notes shall bear the following legend:


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK
10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY 


 


46

















 


TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS
AN INTEREST HEREIN.


 


(k)           The
required legends set forth above shall not be removed from the applicable Series 2008-1
Class B-1 Notes except as provided herein. 
The legend required for a Restricted Class B-1 Global Note may be
removed from such Restricted Class B-1 Global Note if there is delivered
to the Co-Issuers and the Trustee such satisfactory evidence, which may include
an Opinion of Counsel as may be reasonably required by the Co-Issuers that
neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Restricted Class B-1 Global Note
will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence,
the Trustee at the direction of the Master Issuer, on behalf of the Co-Issuers,
shall authenticate and deliver in exchange for such Restricted Class B-1
Global Note a Series 2008-1 Class B-1 Note or Series 2008-1 Class B-1
Notes having an equal aggregate principal amount that does not bear such
legend.  If such a legend required for a Series 2008-1
Class B-1 Restricted Global Note has been removed from a Series 2008-1
Class B-1 Note as provided above, no other Series 2008-1 Class B-1
Note issued in exchange for all or any part of such Series 2008-1 Class B-1
Note shall bear such legend, unless the Co-Issuers have reasonable cause to
believe that such other Series 2008-1 Class B-1 Note is a “restricted
security” within the meaning of Rule 144 under the Securities Act and
instructs the Trustee to cause a legend to appear thereon.


 


(l)            The
Co-Issuers have the right hereunder to compel any non-permitted holder of an
interest in the Series 2008-1 Class B-1 Notes to sell its interest in
such Series 2008-1 Class B-1 Notes or may sell such interest in such Series 2008-1
Class B-1 Notes on behalf of such owner. In connection therewith, (a) if
the Holder acquired its interest in the Series 2008-1 Class B-1 Notes
in the form of an interest in a Global Note, the Co-Issuers are permitted
hereunder to require that the Holder of (i) any interest in a Restricted
144A Global Note held by a Holder that is a U.S. Person or a Holder who was
sold such interest in the United States who is determined not to have been both
a QIB and a QP at the time of acquisition of such interest in a Restricted 144A
Global Note or (ii) any interest in a Restricted Regulation S Global Note
held by a Holder that is a U.S. Person or a Person who was sold such interest
in the United States, in each case at the time of the acquisition of such
interest, sell such interest to a transferee that is permitted hereunder and,
if the Holder does not comply with such demand within 30 days thereof, the
Co-Issuers, acting at the direction of the Master Manager, may sell such Holder’s
interest in the applicable Global Note on such terms as the Co-Issuers may
choose.


 


Section 4.9             Section 3(c)(7) Procedures.


 


(a)           The
Co-Issuers shall, upon two (2) Business Days’ prior written notice, cause
the Trustee to send, and the Trustee hereby agrees to send on at least an
annual basis a notice from the Co-Issuers to DTC in substantially the form of Exhibit E
hereto (the “Important Section 3(c)(7) Notice”), with a
request that DTC forward each such notice to the relevant DTC participants for
further delivery to the Series 2008-1 Note Owners.  If DTC notifies the Co-Issuers or the Trustee
that it will not forward such 


 


47

















 


notices, the Co-Issuers will request DTC to deliver to the Co-Issuers a
list of all DTC participants holding an interest in the Series 2008-1
Notes and the Trustee and Paying Agent will send the Important Section 3(c)(7) Notice
directly to such participants.


 


(b)           The
Co-Issuers will take the following steps in connection with the Series 2008-1
Notes:


 


(i)            The Co-Issuers will direct DTC to
include the “3c7” marker in the DTC 20-character security descriptor and the
48-character additional descriptor for the Restricted Rule 144A Global
Note in order to indicate that sales are limited to QIB/QPs.


 


(ii)           The Co-Issuers will direct DTC to
cause each physical DTC delivery order ticket delivered by DTC to purchasers to
contain the DTC 20-character security descriptor; and will direct DTC to cause
each DTC delivery order ticket delivered by DTC to purchasers in electronic
form to contain the “3c7” indicator and a related user manual for participants,
which will contain a description of the relevant restrictions.


 


(iii)          The Co-Issuers will instruct DTC to
send an Important Section 3(c)(7) Notice to all DTC participants in
connection with the initial offering of the Series of Series 2008-1
Notes.


 


(iv)          The Co-Issuers will advise DTC that
they are Section 3(c)(7) issuers and will request DTC to include the
Restricted Rule 144A Global Note in DTC’s “Reference Directory” of Section 3(c)(7) offerings
and provide such participants with an Important Section 3(c)(7) Notice.


 


(v)           The Co-Issuers will from time to time
request DTC to deliver to the Co-Issuers a list of all DTC participants holding
an interest in the Restricted Rule 144A Global Note and provide such
participants with an Important Section 3(c)(7) Notice.


 


(vi)          The Co-Issuers will direct Euroclear
to include the “144A/3(c)(7)” marker in the name for the Restricted Rule 144A
Global Note included in the Euroclear securities database in order to indicate
that sales are limited to QIB/QPs.


 


(vii)         The Co-Issuers will direct Euroclear to
cause each daily securities balance report and each daily securities
transaction report delivered to Euroclear participants to contain the indicator
“144A/3(c)(7)” in the name for the Restricted 144A Global Note.


 


(viii)        The Co-Issuers will direct Euroclear to
include a description of the Section 3(c)(7) restrictions for the
Restricted 144A Global Note in its New Issues Acceptance Guide.


 


48














 


(ix)           The Co-Issuers will instruct
Euroclear to send an Important Section 3(c)(7) Notice to all
Euroclear participants holding positions in the Restricted Rule 144A
Global Note at least once every calendar year, substantially in the form of Exhibit E
hereto.


 


(x)            The Co-Issuers will request
Euroclear to include a “3(c)(7)” marker in the name of the Restricted Rule 144A
Global Note included in the list of securities accepted in the Euroclear
securities database made available to Euroclear participants.


 


(xi)           The Co-Issuers will from time to time
request Euroclear to deliver to the Co-Issuers a list of all Euroclear
participants holding an interest in the Restricted Rule 144A Global Note
and at least once every calendar year provide such participants with notification
substantially in the form of Exhibit E hereto.


 


(xii)          The Co-Issuers will direct Clearstream
to include the “144A/3(c)(7)” marker in the name for the Restricted Rule 144A
Global Note included in the Clearstream securities database in order to indicate
that sales are limited to QIB/QPs.


 


(xiii)         The Co-Issuers will direct Clearstream
to cause each daily portfolio report and each daily settlement report delivered
to Clearstream participants to contain the indicator “144A/3(c)(7)” in the name
for the Restricted Rule 144A Global Note.


 


(xiv)        The Co-Issuers will direct Clearstream
to include a description of the Section 3(c)(7) restrictions in its
Customer Handbook.


 


(xv)         The Co-Issuers will instruct
Clearstream to send an Important Section 3(c)(7) Notice to all
Clearstream participants holding positions in the Restricted Rule 144A
Global Note at least once every calendar year, substantially in the form of Exhibit E
hereto.


 


(xvi)        The Co-Issuers will from time to time
request Clearstream to deliver to the Co-Issuers a list of all Clearstream
participants holding an interest in any Restricted Rule 144A Global Note
and at least once every calendar year provide such participants with
notification substantially in the form of Exhibit E hereto.


 


(xvii)       The Co-Issuers will request Clearstream
to include a “3(c)(7)” marker in the name for the Restricted Rule 144A
Global Note included in the list of securities accepted in the Clearstream
securities’ database made available to Clearstream participants.


 


(c)           The
Co-Issuers shall request third-party vendors which provide information on the Series 2008-1
Notes to include on screens maintained by such vendors 


 


49

















 


appropriate legends regarding Rule 144A and Section 3(c)(7) restrictions.  Without limiting the foregoing:


 


(i)            the Co-Issuers will request
Bloomberg, L.P. to include the following on each Bloomberg screen containing
information about the Series 2008-1 Notes:


 


(A)                              The “Note Box” on the bottom of the “Security
Display” page describing the Series 2008-1 Notes should state:  “Iss’d Under 144A/3c7.”


 


(B)                                The “Security Display” page should
have a flashing red indicator stating “See Other Available Information.”


 


(C)                                Such indicator should link to an “Additional
Security Information” page, which should state that the Series 2008-1
Notes “are being offered in reliance on the exemption from registration under Rule 144A
to persons that are both (i) qualified institutional buyers (as defined in
Rule 144A under the Securities Act) and (ii) qualified purchasers (as
defined under Section 2(a)(51) under the Investment Company Act of 1940).”


 


(ii)           the Co-Issuers will request Reuters
Group plc to input the following information in its system with respect to the Series 2008-1
Notes:


 


(A)                              The security name field at the top of the
Reuters Instrument Code screen should include a “144A-3c7” notation.


 


(B)                                A <144A3c7Disclaimr> indicator
should appear on the right side of the Reuters Instrument Code screen.


 


(C)                                Such indicator should link to a
disclaimer screen on which the following language will appear: “These
securities may be sold or transferred only to persons who are both (i) qualified
institutional buyers (as defined in Rule 144A under the Securities Act),
and (ii) qualified purchasers (as defined under Section 2(a)(51)
under the U.S. Investment Company Act of 1940).”


 


50

















 


(d)           The
Co-Issuers shall cause the “CUSIP” number obtained for the Series 2008-1
Notes to have an attached “fixed field” that contains “3c7” and “144A”
indicators.


 


Section 4.10           Note Owner Representations and
Warranties.  Each Person who becomes
a Note Owner of a beneficial interest in a Series 2008-1 Note pursuant to
the Offering Memorandum will represent, warrant and agree on the date such
Person acquires any interest in any Series 2008-1 Note as follows:


 


(a)           With
respect to any sale of Series 2008-1 Notes pursuant to Rule 144A:


 


(i)            It understands that the Series 2008-1
Notes have not been recommended by any United States federal or state
securities commission or regulatory authority. The foregoing authorities have
not confirmed the accuracy or determined the adequacy of any Offering
Memorandum. Any representation to the contrary is a criminal offense.


 


(ii)           It (A) is a QIB (who is also a
QP), (B) is aware that the sale to it is being made in reliance on Rule 144A,
(C) is acquiring such Series 2008-1 Notes for its own account or for
the account of a QIB (who is also a QP) over which it exercises sole investment
discretion, (D) is not (and any such account is not) a pension,
profit-sharing or other retirement trust fund or plan in which the partners,
beneficiaries or participants, as applicable, may designate the particular
investments to be made, (E) is not a broker dealer of the type described
in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests
on a discretionary basis not less than U.S. $25,000,000 in securities of
issuers that are not affiliated with it, (b) a participant-directed
employee plan, such as a 401(k) plan, or any other type of plan referred
to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A,
or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A
that holds the assets of such a plan, unless investment decisions with respect
to the plan are made solely by the fiduciary, trustee or sponsor of such plan, (F) was
not formed or capitalized for the specific purpose of investing in the
Co-Issuers (except where each beneficial owner is both a QIB and a QP), (G) is
not a (w) corporation, (x) partnership, (y) common trust fund or
(z) special trust, pension fund or retirement plan in which the
shareholders, equity owners, partners, beneficiaries, beneficial owners or
participants, as applicable, may designate the particular investments to be
made, (H) if formed on or before April 30, 1996, is not an investment
company that relies on the exclusion from the definition of “investment company”
provided by Section 3(c)(7) of the Investment Company Act (or a
foreign investment company under Section 7(d) thereof relying on Section 3(c)(7) with
respect to those of its holders that are U.S. Persons), unless, with respect to
its treatment as a QP, it has, in the manner required by Section 2(a)(51)(C) of
the Investment Company Act and the rules and 


 


51

















 


regulations thereunder,
received the consent of its beneficial owners that acquired their interests on
or before April 30, 1996, and (I) is not an entity that, immediately
subsequent to its purchase or other acquisition of a beneficial interest in the
Series 2008-1 Notes, will have invested more than 40% of its assets in
beneficial interests in the Series 2008-1 Notes and/or in other securities
of the Co-Issuers (unless all of the beneficial owners of such entity’s
securities are QPs).


 


(iii)          It understands that the Series 2008-1
Notes are being offered in a transaction not involving any public offering in
the United States within the meaning of the Securities Act, that the Series 2008-1
Notes have not been and will not be registered under the Securities Act and
that if in the future it decides to offer, resell, pledge or otherwise transfer
any of the Series 2008-1 Notes, such Series 2008-1 Notes may be
offered, resold, pledged or otherwise transferred only (i) to QIBs (who
are also QPs) pursuant to Rule 144A or (ii) to a QP in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S,
and in accordance with the applicable legends.


 


(iv)          It acknowledges that none of the
Co-Issuers has been registered under the Investment Company Act.


 


(v)           It acknowledges that none of the
Co-Issuers, the Initial Purchaser, the Trustee, NuCO2,
their respective Affiliates or any Person representing the Co-Issuers, the
Initial Purchaser, the Trustee, NuCO2,
or their respective Affiliates has made any representation to it with respect
to the Co-Issuers, NuCO2, or their respective Affiliates or the
offering or sale of the Series 2008-1 Notes, other than the information
contained in the Offering Memorandum and any representations expressly set
forth in a written agreement with such parties. None of the Co-Issuers, the
Initial Purchaser, the Trustee, NuCO2 or their respective Affiliates is acting as a
fiduciary or financial or investment advisor for it and it is not relying (for
purposes of making an investment decision) on any written or oral advice or
counsel of the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2 or their
respective Affiliates, other than the information contained in the Offering
Memorandum and any representations expressly set forth in a written agreement
with such parties. It has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it has
deemed necessary, and has made its own investment decisions (including
decisions regarding the suitability of any transactions pursuant to the
Indenture) based upon its own judgment and upon any advice from such advisors
as it has deemed necessary and not upon any view expressed by the Co-Issuers, the
Initial Purchaser, the Trustee, NuCO2 or their respective Affiliates. It has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Series 2008-1
Notes, and it, and any accounts for which it is acting, are each able to bear
the economic 


 


52

















 


risk of the investment.
It is purchasing the Series 2008-1 Notes for its own account, or for one
or more investor accounts for which it is acting as a fiduciary or agent, in
each case for investment, and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act,
subject to any requirements of law that the disposition of its property or the
property of such investor account be at all times within its or their control
and subject to its or their ability to resell such Series 2008-1 Notes
pursuant to Rule 144A. It understands that an investment in the Series 2008-1
Notes involves certain risks, including the risk of loss of a substantial part
of its investment under certain circumstances. It has had access to such
financial and other information concerning the Series 2008-1 Notes, the
Co-Issuers and the Employee Company as it deemed necessary or appropriate in
order to make an informed investment decision with respect to its purchase of
the Series 2008-1 Notes, including an opportunity to ask questions of, and
request information from, the Co-Issuers. None of the Co-Issuers, the Initial
Purchaser, the Trustee, NuCO2 or their respective Affiliates have given to
it (directly or indirectly through any other person) any assurance, guarantee
or representation whatsoever as to the expected or projected success,
profitability, return, performance, result, effect, consequence or benefit
(including legal, regulatory, tax, financial, accounting or otherwise) of the
Indenture, the Series 2008-1 Notes or the other documentation for the Series 2008-1
Notes. It has determined that the rates, prices or amounts and other terms of
the purchase and sale of the Series 2008-1 Notes reflect those in the
relevant market for similar transactions and it is purchasing the Series 2008-1
Notes with a full understanding of all of the terms, conditions and risks
thereof (economic or otherwise) and it is capable of assuming and willing to
assume (financially and otherwise) those risks. It is a sophisticated investor.


 


(vi)          It understands that the Series 2008-1
Notes will, unless otherwise agreed by the Co-Issuers and the holder thereof in
compliance with applicable law, bear one or more legends substantially as set
forth in Sections 4.5(h), 4.5(i), 4.5(j), 4.8(h), 4.8(i) or
4.8(j), as applicable.


 


(vii)         It understands that the Series 2008-1
Notes offered in reliance on Rule 144A will be represented by one or more
Restricted 144A Global Notes. Before any interest in a Restricted Rule 144A
Global Note may be offered, resold, pledged or otherwise transferred to a
person who takes delivery in the form of an interest in a Restricted
Regulation S Global Note or Unrestricted Global Note, the transferor will
be required to provide the Trustee with a written certification as to
compliance with transfer restrictions as set forth in Sections 4.5(c),
4.5(d), 4.8(c) or 4.8(d), as applicable.


 


53

















 


(viii)        It will not, at any time, offer to buy
or offer to sell the Series 2008-1 Notes by any form of general
solicitation or advertising, including, but not limited to, any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
medium or broadcast over television or radio or seminar or meeting whose
attendees have been invited by general solicitations or advertising.


 


(ix)           It understands that the Co-Issuers
will require certification reasonably acceptable to the Co-Issuers (i) as
a condition to the payment of principal of and interest on any Series 2008-1
Note without, or at a reduced rate of, U.S. withholding or backup withholding
tax, and (ii) to enable it to determine its duties and liabilities with
respect to any taxes or other charges that it, the Trustee or any paying agent
may be required to pay, deduct or withhold from payments in respect of such Series 2008-1
Notes made to the holder of such Series 2008-1 Notes under any present or
future law or regulation of the United States or any present or future law or
regulation of any political subdivision thereof or taxing authority therein or
to comply with any reporting or other requirements under any such law or
regulation. Such certification may include U.S. Federal income tax forms (such
as IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), Form W-8IMY
(Certification of Foreign Intermediary Status), IRS Form W-9 (Request for
Taxpayer Identification Number and Certification), or IRS Form W-8ECI
(Certification of Foreign Person’s Claim for Exemption from Withholding on
Income Effectively Connected with Conduct of a U.S. Trade or Business) or any
successors to such IRS forms). It agrees to provide any certification requested
pursuant to this paragraph within a reasonable time period after such request
is initially made and to update or replace such form or certification in
accordance with its terms or its subsequent amendments.


 


(x)            It understands that the Series 2008-1
Notes represent the obligation of the Co-Issuers only and other than payments
that may arise under certain representations and warranties made by certain of
their Affiliates, payments on the Series 2008-1 Notes are not the
obligations of any of their Affiliates.


 


(xi)           It understands that the Co-Issuers
have the right hereunder to compel any non-permitted holder of an interest in
the Series 2008-1 Notes to sell its interest in the Series 2008-1
Notes or may sell such interest in the Series 2008-1 Notes on behalf of
such owner. In connection therewith, (a) if it is acquiring its interest
in the Series 2008-1 Notes in the form of an interest in a Global Note, it
understands that the Co-Issuers are permitted hereunder to require that the
Holder of (i) any interest in a Restricted 144A Global Note held by a
Holder that is a U.S. Person or a Holder who was sold such interest in the
United States who is determined not to have been both a QIB and a QP at the
time of 


 


54

















 


acquisition of such
interest in a Restricted 144A Global Note or (ii) any interest in a
Restricted Regulation S Global Note held by a Holder that is a U.S. Person
or a Person who was sold such interest in the United States, in each case at
the time of the acquisition of such interest, sell such interest to a
transferee that is permitted hereunder and, if the Holder does not comply with
such demand within 30 days thereof, the Co-Issuers, acting at the direction
of the Master Manager, may sell such Holder’s interest in the applicable Global
Note on such terms as the Co-Issuers may choose.


 


(xii)          It understands that the Co-Issuers,
the Employee Company, the Initial Purchaser, the Trustee, NuCO2, their respective Affiliates and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and it hereby consents to such reliance.


 


(b)           With
respect to any sale of Series 2008-1 Notes pursuant to Regulation S, in
addition to representing, warranting an agreeing as to all the matters set
forth in (a) above under (i), (iii), (iv), (v), (vi) and (viii) through
(xii):


 


(i)            In connection with the purchase of
the Series 2008-1 Notes: (a) the beneficial owner is not a U.S.
Person and is acquiring the Series 2008-1 Notes in reliance on the
exemption from registration provided by Regulation S thereunder, (b) such
beneficial owner is a QP and (c) such beneficial owner is not acquiring
any Series 2008-1 Note as part of a plan to reduce, avoid or evade U.S.
Federal income taxes owed, owing or potentially owed or owing.


 


(ii)           It and each beneficial owner is aware
that the sale of such Series 2008-1 Notes to it is being made in reliance
on the exemption from registration provided by Regulation S and are being
offered only in a transaction not involving any public offering in the United
States within the meaning of the Securities Act. Such Person further
understands that the Series 2008-1 Notes offered in reliance on
Regulation S will be represented by one or more Restricted Regulation S
Global Notes. It and each beneficial owner of the Series 2008-1 Notes is a
QP and is not and will not be a U.S. Person, and its purchase of the Series 2008-1
Notes will comply with all applicable laws in any jurisdiction in which it
resides or is located. Before any interest in a Restricted Regulation S
Global Note may be offered, resold, pledged or otherwise transferred, the
transferor will be required to provide the Trustee with a written certification
as to compliance with the transfer restrictions as set forth Sections 4.5(f) or
4.5(f), as applicable. Such beneficial owner acknowledges that no
representation has been made as to the availability of any exemption under the
Securities Act or any state or foreign securities laws for resale of the Series 2008-1
Notes.


 


55

















 


(iii)          It is aware that, except as otherwise
provided herein, the Series 2008-1 Notes being sold to it will be
represented (a) initially by one or more Restricted Regulation S
Global Notes and (b)  that during the Distribution Compliance Period,
beneficial interests therein may be held only through Euroclear or Clearstream
and after the last day of the Distribution Compliance Period, beneficial
interests therein may be held only through Euroclear, Clearstream or DTC.


 


(iv)          It understands that, prior to the
first Business Day following the Distribution Compliance Period, any resale or
other transfer of beneficial interests in a Restricted Regulation S Global
Note in the United States or to U.S. Persons will not be permitted.


 


(v)           On each day that it holds the Series 2008-1
Notes, it is deemed to represent, and any account on behalf of which it is
purchasing the Series 2008-1 Notes is deemed to represent, that either (A) it
is not and is not acting on behalf of (i) an employee benefit plan subject
to Part 4 of Title I of ERISA, (ii) a plan subject to Section 4975
of the Code, (iii) an entity, the assets of which are considered to
include assets of a plan described in (i) or (ii) or (iv) a
governmental plan, a church plan or a foreign plan subject to provisions under
any Similar Laws, and is not using the assets of any of the foregoing in
purchasing an interest in the Series 2008-1 Notes, or (B) its
purchase and holding of an interest in the Series 2008-1 Note does not and
will not result in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or, in the case of a governmental or
other plan, a non-exempt violation of any applicable Similar Law).


 


(c)           As
a Holder of the Series 2008-1 Notes, it will have access to certain highly
confidential, non-public and proprietary information regarding the Co-Issuers
and the Collateral including the periodic reports, certificates, statements,
agreements and other information to be made available to it through the
internet website maintained by the Trustee (all such information, as well as
internal materials prepared by it containing or based, in whole or in part, on
any such information, for purposes of this Section 4.10 is referred
to as “Confidential Information”).
In consideration for and as a condition to the Co-Issuers providing such
Confidential Information to it, it acknowledges and agrees that the
Confidential Information will only be disclosed to (1) those personnel
employed by it who need to know such information, (2) its attorneys and
outside auditors, and that it and each such person will maintain the
Confidential Information in absolute confidence and trust and in a manner at
least as favorable as that with which it maintains its own confidential and
proprietary information or (3) one or more prospective eligible
transferees in whole or in part of its interest in the Series 2008-1
Notes. It agrees not to disclose such Confidential Information to any other
person or entity, whether or not affiliated with it unless such disclosure is
required to be made (i) to a regulatory or self-regulatory authority
pursuant to applicable law or regulation or (ii) by judicial process; provided  that it may disclose to
any and all persons (A) information relating to the U.S. Federal and state
tax treatment and tax structure of the transaction and 


 


56

















 


(B) all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to the U.S. Federal and state tax
treatment and tax structure. Moreover, it agrees that it will provide the
Master Manager with prompt written notice following any disclosure permitted
pursuant to the preceding sentence.


 


ARTICLE
V


 


GENERAL


 


Section 5.1             Information.  On or before each Determination Date, the
Co-Issuers shall furnish a Noteholders’ Statement with respect to the Series 2008-1
Notes to the Trustee and the applicable Rating Agencies substantially in the
form of Exhibit D hereto, setting forth, inter  alia,
the following information with respect to the next Payment Date:


 


(i)            the total amount available to be
distributed to Series 2008-1 Noteholders on such Payment Date;


 


(ii)           the amount of such distribution
allocable to the payment of principal of each Class of the Series 2008-1
Notes;


 


(iii)          the amount of such distribution
allocable to the payment of interest on each Class of the Series 2008-1
Notes;


 


(iv)          the amount of such distribution
allocable to the payment of the Series 2008-1 Note Make Whole Premium, if
any, on the Series 2008-1 Class A-1 Notes or Series 2008-1 Class B-1
Notes, as applicable;


 


(v)           the amount of such distribution
allocable to the payment of any fees or other amounts due to the Series 2008-1
Class A-1 Noteholders, the Series 2008-1 Class A-2 Noteholders
or the Series 2008-1 Class A-3 Noteholders, as applicable;


 


(vi)          whether, to the knowledge of the
Co-Issuers, any Early Amortization Event, Default, Event of Default or Master
Manager Default has occurred as of such Determination Date;


 


(vii)         the Debt Service
Coverage Ratios for such Payment Date; and


 


(viii)        the amount on deposit in the
Senior Note Interest Reserve Account, and the amount on deposit, if any, in (i) the
Cash Trap Reserve Account, (ii) the Contributions Reserve Account, (iii) the
Termination Amount Reserve Account, and (iv) the Tax Reserve Account, 


 


57

















 


in
each case, as of the close of business on the last Business Day of the Monthly
Collection Period relating to such Payment Date.


 


Any Series 2008-1 Noteholder may obtain copies of
each Noteholders’ Statement in accordance with the procedures set forth in Section 4.4
of the Base Indenture.


 


Section 5.2             Exhibits.  The annexes, exhibits and schedules attached
hereto and listed on the table of contents hereto supplement the annexes,
exhibits and schedules included in the Base Indenture.


 


Section 5.3             Ratification of Base Indenture.  As supplemented by this Series 2008-1
Supplement , the Base Indenture is in all respects ratified and confirmed and
the Base Indenture as so supplemented by this Series 2008-1 Supplement
shall be read, taken and construed as one and the same instrument.


 


Section 5.4             Certain Notices to the Rating
Agencies.  The Co-Issuers shall
provide to each Rating Agency a copy of each Opinion of Counsel and Officer’s
Certificate delivered to the Trustee pursuant to this Series 2008-1
Supplement or any other Related Document.


 


Section 5.5             Counterparts.  This Series 2008-1 Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.


 


Section 5.6             Governing Law.  THIS SERIES 2008-1 SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK.


 


Section 5.7             Amendments.  This Series 2008-1 Supplement may not be
modified or amended except in accordance with the terms of the Base Indenture.


 


Section 5.8             Termination of Series 2008-1
Supplement.  This Series 2008-1
Supplement  shall cease to be of further
effect when (i) all Outstanding Series 2008-1 Notes theretofore
authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2008-1 Notes which have been replaced or paid) to the
Trustee for cancellation, (ii) all fees and expenses and other amounts
under the Series 2008-1 Class A-2 Note Purchase Agreement and the Series 2008-1
Class A-3 Note Purchase Agreement have been paid in full, all Series 2008-1
Class A-2 Commitments and all Series 2008-1 Class A-3 Commitments
have been terminated and (iii) the Co-Issuers have paid all sums payable
hereunder.


 


58

















 


Section 5.9             Discharge of Indenture.  Notwithstanding anything to the contrary
contained in the Base Indenture, so long as this Series 2008-1 Supplement
shall be in effect in accordance with this Section 5.9, no
discharge of the Indenture pursuant to Section 11.1 of the Base
Indenture shall be effective as to the Series 2008-1 Notes without the
written consent of the Series 2008-1 Noteholders holding more than 50% of
the sum of (i) the Series 2008-1 Aggregate Outstanding Principal
Amount and (ii) the portion, if any, of the Series 2008-1 Class A-2
Commitments and the Series 2008-1 Class A-3 Commitments that has not
been drawn to make Series 2008-1 Class A-2 Advances or Series 2008-1
Class A-3 Advances, respectively (excluding any Series 2008-1
Aggregate Outstanding Principal Amount, Series 2008-1 Class A-2
Commitments, Series 2008-1 Class A-3 Commitments or Notes held by any
Securitization Entity or any Affiliate of any Securitization Entity).


 


Section 5.10           Fiscal Year End.  The Co-Issuers shall not change their fiscal
year end from June 30 to any other date.


 


[Signature
Pages Follow]


 


59














 


IN WITNESS WHEREOF, each of the Co-Issuers and the
Trustee has caused this Series 2008-1 Supplement to be duly executed by
its respective duly authorized signatory as of the day and year first written
above.


 


	
   

  	
  NuCO2 Funding LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
   

  	
  Name:  Eric M. Wechsler

  
	
   

  	
   

  	
  Title:  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
   

  	
  Name: Eric M. Wechsler

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
   

  	
  Name: Eric M. Wechsler

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 Supply LLC, as
  Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric M. Wechsler

  
	
   

  	
   

  	
  Name: Eric M. Wechsler

  
	
   

  	
   

  	
  Title: General Counsel

  
					



 

















 


	
   

  	
  U.S.
  Bank National Association, not in its individual capacity but solely in its capacity
  as Trustee, Administrative Agent and as Securities Intermediary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward F. Kachinski

  
	
   

  	
   

  	
  Name: Edward F.
  Kachinski

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 

















 


ANNEX A


 


SERIES
2008-1


 


SUPPLEMENTAL
DEFINITIONS LIST


 


All capitalized terms not otherwise defined herein
shall have the meanings assigned thereto in the Base Indenture Definitions List
attached to the Base Indenture as Annex A, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms of the Base Indenture.


 


“Acquiring Committed Note Purchaser” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.17(a) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.17(a) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Acquiring Investor Group” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.17(d) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.17(d) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Affected Person” (a) with respect to the Series 2008-1
Class A-2 Notes, shall have the meaning set forth in Section 3.05
of the Series 2008-1 Class A-2 Note Purchase Agreement and (b) with
respect to the Series 2008-1 Class A-3 Notes, shall have the meaning
set forth in Section 3.05 of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


“Agent Indemnified Liabilities” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.05(c)(i) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.05(c)(i) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Agent Indemnified Parties” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.05(c)(i) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.05(c)(i) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Aggregate Unpaids” (a) with respect to
the Series 2008-1 Class A-2 Notes, shall have the meaning set forth
in Section 5.01 of the Series 2008-1 Class A-2 Note
Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 5.01 of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Applicable Agent Indemnified Parties” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.05(c)(ii) of the 


 


1

















 


Series 2008-1 Class A-2 Note Purchase
Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.05(c)(ii) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Applicable Procedures” shall have the meaning
set forth in Section 4.1 of the Series 2008-1 Supplement.


 


“Assignment and Assumption Agreement” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 9.17(a) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Class A-3 Notes,
shall have the meaning set forth in Section 9.17(a) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Base Rate” means, on any day, a rate per annum
equal to the sum of (a) the greater of (i) the Prime Rate in effect
on such day and (ii) the Federal Funds Rate in effect on such day plus
(b) the Base Spread.  Any change in
the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall
be effective as of the opening of business on the effective day of such change
in the Prime Rate or the Federal Funds Rate, respectively.  Changes in any rate of interest calculated by
reference to the Base Rate will take effect simultaneously with each change in
the Base Rate.


 


“Base Spread” shall have the meaning set forth (a) with
respect to the Series 2008-1 Class A-2 Notes, in the Series 2008-1
Class A-2 VFN Fee Letter and (b) with respect to the Series 2008-1
Class A-3 Notes, in the Series 2008-1 Class A-3 VFN Fee Letter.


 


“Borrowing” (a) with respect to the Series 2008-1
Class A-2 Notes, shall have the meaning set forth in Section 2.02(d) of
the Series 2008-1 Class A-2 Note Purchase Agreement and (b) with
respect to the Series 2008-1 Class A-3 Notes, shall have the meaning
set forth in Section 2.02(d) of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


“Change in Law” means (a) any law, rule or
regulation or any change therein or in the interpretation or application
thereof (whether or not having the force of law), in each case, adopted, issued
or occurring after the Series 2008-1 Closing Date or (b) any request,
guideline or directive (whether or not having the force of law) from any
government or political subdivision or agency, authority, bureau, central bank,
commission, department or instrumentality thereof, or any court, tribunal,
grand jury or arbitrator, or any accounting board or authority (whether or not
a Governmental Authority) which is responsible for the establishment or
interpretation of national or international accounting principles, in each
case, whether foreign or domestic (each, an “Official Body”) charged
with the administration, interpretation or application thereof, or the
compliance with any request or directive of any Official Body (whether or not
having the force of law) made, issued or occurring after the Series 2008-1
Closing Date.


 


“Class A-1 Interest Reserve Amount” means
as of any Payment Date (the “Class A-1 Note Reference Date”), an amount
equal to the aggregate amount of interest 


 


2

















 


projected to be payable on the Series 2008-1 Class A-1
Notes on each of the subsequent six Payment Dates, assuming that the
outstanding principal amount of such Notes, and the interest rate on such Notes
on such Class A-1 Note Reference Date remains constant.


 


“Class A-1 Note Reference Date” shall have
the meaning given under the definition of “Class A-1 Interest Reserve
Amount” in this Series 2008-1 Supplemental Definitions List.


 


“Class A-2 Amendment Expenses” means all
amounts payable pursuant to clause (a)(ii) of Section 9.05
of the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Class A-2 Base Rate Advance” means a Series 2008-1
Class A-2 Advance which bears interest at a rate of interest determined by
reference to the Base Rate during such time as it bears interest at such rate,
as provided in the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Class A-2 Bulk CO2 Tank” means any Bulk CO2 Tank acquired
by the Co-Issuers following the Series 2008-1 Closing Date in respect of
which the applicable Co-Issuer shall have entered into a Class A-2
Customer Contract.


 


“Class A-2 Commitment Percentage” means,
on any date of determination, with respect to any Class A-2 Investor
Group, the ratio, expressed as a percentage, which such Class A-2 Investor
Group’s Maximum Class A-2 Investor Group Principal Amount bears to the Series 2008-1
Class A-2 Maximum Principal Amount on such date.


 


“Class A-2 Committed Note Purchaser Percentage”
means, on any date of determination, with respect to any Series 2008-1 Class A-2
Committed Note Purchaser in any Class A-2 Investor Group, the ratio,
expressed as a percentage, which the Series 2008-1 Class A-2
Commitment Amount of such Series 2008-1 Class A-2 Committed Note
Purchaser bears to such Class A-2 Investor Group’s Maximum Class A-2
Investor Group Principal Amount on such date.


 


“Class A-2 CP Advance” means a Series 2008-1
Class A-2 Advance that bears interest at a rate of interest determined by
reference to the CP Rate during such time as it bears interest at such rate, as
provided in the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Class A-2 Customer Contract” means any
Customer Contract relating to a Bulk CO2 Tank or Nitrogen Generator acquired or
originated by the Contract Holder following the Series 2008-1 Closing Date
that is an Eligible Contract.


 


“Class A-2 Eurodollar Advance” means a Series 2008-1
Class A-2 Advance that bears interest at a rate of interest determined by
reference to the Eurodollar Rate during such time as it bears interest at such
rate, as provided in the Series 2008-1 Class A-2 Note Purchase
Agreement.


 


3

















 


“Class A-2 Eurodollar Tranche” means any
portion of the Series 2008-1 Class A-2 Outstanding Principal Amount
maintained with Class A-2 Eurodollar Advances.


 


“Class A-2 Indemnities” means all amounts
payable pursuant to Sections 9.05(b) and (c) of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Class A-2 Interest Reserve Amount” means
as of any Payment Date or Draw Date (the “Class A-2 Note Reference Date”),
as applicable, after giving effect to any funds drawn pursuant to the Series 2008-1
Class A-2 Note Purchase Agreement on such date, an amount equal to the sum
of (A) the aggregate amount of interest projected to be payable on the Series 2008-1
Class A-2 Notes for the subsequent six Payment Dates, and (B) the
aggregate amount of commitment fees projected to be payable on the Series 2008-1
Class A-2 Notes for the subsequent six Payment Dates, assuming in each
case that the outstanding principal amount of, and the interest rate on, such
Notes on such Class A-2 Note Reference Date remains constant.


 


“Class A-2 Investor Group” means (i) for
each Series 2008-1 Class A-2 Conduit Investor, collectively, such Series 2008-1
Class A-2 Conduit Investor, any related Series 2008-1 Class A-2
Committed Note Purchaser set forth opposite the name of such Series 2008-1
Class A-2 Conduit Investor on Schedule I to the Series 2008-1
Class A-2 Note Purchase Agreement (or, if applicable, set forth for such Series 2008-1
Class A-2 Conduit Investor in the related Assignment and Assumption
Agreement or the Class A-2 Investor Group Supplement pursuant to which
such Series 2008-1 Class A-2 Conduit Investor or Series 2008-1 Class A-2
Committed Note Purchaser becomes a party thereto), any related Program Support
Provider and the related Funding Agent (which shall constitute the Series 2008-1
Class A-2 Noteholder for such Class A-2 Investor Group) and (ii) for
each other Series 2008-1 Class A-2 Committed Note Purchaser that is
not related to a Series 2008-1 Class A-2 Conduit Investor,
collectively, such Series 2008-1 Class A-2 Committed Note Purchaser,
any related Program Support Provider and the related Funding Agent (which shall
constitute the Series 2008-1 Class A-2 Noteholder for such Class A-2
Investor Group).


 


“Class A-2 Investor Group Increase Amount”
means, with respect to any Class A-2 Investor Group, for any Business Day,
such Class A-2 Investor Group’s Class A-2 Commitment Percentage of
the Series 2008-1 Class A-2 Increase, if any, on such Business Day.


 


“Class A-2 Investor Group Principal Amount”
means when used with respect to any date, an amount equal to (a) the Class A-2
Investor Group Increase Amount with respect to such Class A-2 Investor
Group on such date minus (b) the amount of principal payments made
to such Class A-2 Investor Group on the Series 2008-1 Class A-2
Notes on such date, if any.


 


“Class A-2 Investor Group Supplement”
shall have the meaning set forth in Section 9.17(d) of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


4

















 


“Class A-2 Nitrogen Generator” means any
Nitrogen Generator acquired by the Co-Issuers following the Series 2008-1
Closing Date in respect of which the Contract Holder shall have entered into a Class A-2
Customer Contract.


 


“Class A-2 Note Reference Date” shall have
the meaning given under the definition of “Class A-2 Interest Reserve
Amount” in this Series 2008-1 Supplemental Definitions List.


 


“Class A-2 Taxes” shall have the meaning
set forth in Section 3.08(a) of the Series 2008-1 Class A-2
Note Purchase Agreement.


 


“Class A-3 Amendment Expenses” means all
amounts payable pursuant to clause (a)(ii) of Section 9.05
of the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Class A-3 Base Rate Advance” means a Series 2008-1
Class A-3 Advance which bears interest at a rate of interest determined by
reference to the Base Rate during such time as it bears interest at such rate,
as provided in the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Class A-3 Commitment Percentage” means,
on any date of determination, with respect to any Class A-3 Investor
Group, the ratio, expressed as a percentage, which such Class A-3 Investor
Group’s Maximum Class A-3 Investor Group Principal Amount bears to the Series 2008-1
Class A-3 Maximum Principal Amount on such date.


 


“Class A-3 Committed Note Purchaser Percentage”
means, on any date of determination, with respect to any Series 2008-1 Class A-3
Committed Note Purchaser in any Class A-3 Investor Group, the ratio,
expressed as a percentage, which the Series 2008-1 Class A-2
Commitment Amount of such Series 2008-1 Class A-3 Committed Note
Purchaser bears to such Class A-3 Investor Group’s Maximum Class A-3
Investor Group Principal Amount on such date.


 


“Class A-3 CP Advance” means a Series 2008-1
Class A-3 Advance that bears interest at a rate of interest determined by
reference to the CP Rate during such time as it bears interest at such rate, as
provided in the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Class A-3 Eurodollar Advance” means a Series 2008-1
Class A-3 Advance that bears interest at a rate of interest determined by
reference to the Eurodollar Rate during such time as it bears interest at such
rate, as provided in the Series 2008-1 Class A-3 Note Purchase
Agreement.


 


“Class A-3  Eurodollar Tranche”
means any portion of the Series 2008-1 Class A-3 Outstanding
Principal Amount maintained with Class A-3 Eurodollar Advances.


 


5

















 


“Class A-3 Indemnities” means all amounts
payable pursuant to Sections 9.05(b) and (c) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Class A-3 Interest Reserve Amount” means
as of any Payment Date or Draw Date (the “Class A-3 Note Reference Date”),
as applicable, after giving effect to any funds drawn pursuant to the Series 2008-1
Class A-3 Note Purchase Agreement on such date, an amount equal to the sum
of (A) the aggregate amount of interest projected to be payable on the Series 2008-1
Class A-3 Notes for the subsequent six Payment Dates, and (B) the
aggregate amount of commitment fees projected to be payable on the Series 2008-1
Class A-3 Notes for the subsequent six Payment Dates, assuming in each
case that the outstanding principal amount of, and the interest rate on, such
Notes on such Class A-3 Note Reference Date remains constant.


 


“Class A-3 Investor Group” means (i) for
each Series 2008-1 Class A-3 Conduit Investor, collectively, such Series 2008-1
Class A-3 Conduit Investor, any related Series 2008-1 Class A-3
Committed Note Purchaser set forth opposite the name of such Series 2008-1
Class A-3 Conduit Investor on Schedule I to the Series 2008-1
Class A-3 Note Purchase Agreement (or, if applicable, set forth for such Series 2008-1
Class A-3 Conduit Investor in the related Assignment and Assumption
Agreement or related Class A-3 Investor Group Supplement pursuant to which
such Series 2008-1 Class A-3 Conduit Investor or Series 2008-1 Class A-3
Committed Note Purchaser becomes a party thereto), any related Program Support
Provider and the related Funding Agent (which shall constitute the Series 2008-1
Class A-3 Noteholder such Class A-3 Investor Group) and (ii) for
each other Series 2008-1 Class A-3 Committed Note Purchaser that is
not related to a Series 2008-1 Class A-3 Conduit Investor,
collectively, such Series 2008-1 Class A-3 Committed Note Purchaser,
any related Program Support Provider and the related Funding Agent (which shall
constitute the Series 2008-1 Class A-3 Noteholder for such Class A-3
Investor Group).


 


“Class A-3 Investor Group Increase Amount”
means, with respect to any Class A-3 Investor Group, for any Business Day,
such Class A-3 Investor Group’s Class A-3 Commitment Percentage of
the Series 2008-1 Class A-3 Increase, if any, on such Business Day.


 


“Class A-3 Investor Group Principal Amount”
means when used with respect to any date, an amount equal to (a) the Class A-3
Investor Group Increase Amount with respect to such Class A-3 Investor
Group on such date minus (b) the amount of principal payments made
to such Class A-3 Investor Group on the Series 2008-1 Class A-3
Notes on such date, if any.


 


“Class A-3 Investor Group Supplement” shall
have the meaning set forth in Section 9.17(d) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Class A-3 Note Reference Date” shall have
the meaning given under the definition of “Class A-3 Interest Reserve
Amount” in this Series 2008-1 Supplemental Definitions List.


 


6

















 


“Class A-3 Taxes” shall have the meaning
set forth in Section 3.08(a) of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


“Commercial Paper” means, with respect to any Class A-2
Conduit Investor or Series 2008-1 Class A-3 Conduit Investor, the
commercial paper or other promissory notes issued by or for the benefit of such
Series 2008-1 Class A-2 Conduit Investor or Series 2008-1 Class A-3
Conduit Investor.


 


“Commitment Term” means, (a) with respect
to the Series 2008-1 Class A-2 Notes, the period from and including
the Series 2008-1 Closing Date to but excluding the earlier of (i) the
Commitment Termination Date and (b) the date on which the Series 2008-1
Class A-2 Commitments are terminated or reduced to zero in accordance with
the Series 2008-1 Class A-2 Note Purchase Agreement and (b) with
respect to the Series 2008-1 Class A-3 Notes, the period from and
including the Series 2008-1 Closing Date to but excluding the earlier of (i) the
Commitment Termination Date and (ii) the date on which the Series 2008-1
Class A-3 Commitments are terminated or reduced to zero in accordance with
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Commitment Termination Date” means the Series 2008-1
Adjusted Repayment Date.


 


“Conduit Assignee” means, with respect to any Series 2008-1
Class A-2 Conduit Investor,  any Series 2008-1
Class A-3 Conduit Investor, any Series 2008-1 Class A-2
Committed Note Purchaser, any Series 2008-1 Class A-3 Committed Note
Purchaser or any commercial paper conduit, whose Commercial Paper at such time
is rated by at least two of the Specified Rating Agencies and is rated at least
“A-1” from Standard & Poor’s, “P1” from Moody’s and/or “F1” from
Fitch, as applicable, that is administered by the Funding Agent with respect to
such Series 2008-1 Class A-2 Conduit Investor, such Series 2008-1
Class A-3 Conduit Investor, such Series 2008-1 Class A-2
Committed Note Purchaser or such Series 2008-1 Class A-3 Committed
Note Purchaser, respectively, or any Affiliate of such Funding Agent, in each
case, a Person designated by such Funding Agent to accept an assignment from
such Series 2008-1 Class A-2 Conduit Investor, such Series 2008-1
Class A-3 Conduit Investor, such Series 2008-1 Class A-2
Committed Note Purchaser or such Series 2008-1 Class A-3 Committed
Note Purchaser, of the Class A-2 Investor Group Principal Amount or Class A-3
Investor Group Principal Amount, or a portion thereof with respect to such Series 2008-1
Class A-2 Conduit Investor, such Series 2008-1 Class A-3 Conduit
Investor, such Series 2008-1 Class A-2 Committed Note Purchaser, or Series 2008-1
Class A-3 Committed Note Purchaser pursuant to Section 9.17(b) and
Section 9.17(c), respectively, of the Series 2008-1 Class A-2
Note Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable.


 


“Confidential Information” (a) for
purposes of the Series 2008-1 Class A-2 Note Purchase Agreement,
shall have the meaning set forth in Section 9.11 of the Series 2008-1
Class A-2 Note Purchase Agreement and (b) for purposes of the Series 


 


7

















 


2008-1 Class A-3 Note Purchase Agreement, shall
have the meaning set forth in Section 9.11 of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“CP Funding Rate” means, with respect to each Series 2008-1
Class A-2 Conduit Investor and Series 2008-1 Class A-3 Conduit
Investor, for any day during any Interest Period, for any portion of the Series 2008-1
Class A-2 Advances or Series 2008-1 Class A-3 Advances, funded
or maintained through the issuance of Commercial Paper by such Series 2008-1
Class A-2 Conduit Investor and Series 2008-1 Class A-3 Conduit
Investor, the per annum  rate equivalent to the weighted
average cost (as determined by the related Funding Agent, and which shall
include (without duplication) the fees and commissions of placement agents and
dealers, incremental carrying costs incurred with respect to Commercial Paper
maturing on dates other than those on which corresponding funds are received by
such Series 2008-1 Class A-2 Conduit Investor or Series 2008-1 Class A-3
Conduit Investor, other borrowings by such Series 2008-1 Class A-2
Conduit Investor or Series 2008-1 Class A-3 Conduit Investor and any
other costs associated with the issuance of Commercial Paper) of or related to
the issuance of Commercial Paper that are allocated, in whole or in part, by
such Series 2008-1 Class A-2 Conduit Investor or Series 2008-1 Class A-3
Conduit Investor or its related Funding Agent to fund or maintain such Series 2008-1
Class A-2 Advances or Series 2008-1 Class A-3 Advances, for such
Interest Period (and which may also be allocated in part to the funding of
other assets of the Series 2008-1 Class A-2 Conduit Investor or Series 2008-1
Class A-3 Conduit Investor, respectively); provided, however,
that if any component of any such rate is a discount rate, in calculating the “CP
Funding Rate” for such Series 2008-1 Class A-2 Advances or Series 2008-1
Class A-3 Advances for such Interest Period, the related Funding Agent
shall, for such component, use the rate resulting from converting such discount
rate to an interest bearing equivalent rate per annum; provided  further, however, that
the “CP Funding Rate” shall not include any loss or expense (including
any loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Series 2008-1 Class A-2
Conduit Investor or Series 2008-1 Class A-3 Conduit Investor to fund
or maintain any portion of such Series 2008-1 Class A-2 Advances or Series 2008-1
Class A-3 Advances) as a result of any conversion, repayment, Series 2008-1
Class A-2 Decrease or Series 2008-1 Class A-3 Decrease, as
applicable, or other prepayment or redemption of the principal amount of any Class A-2
CP Advance or Class A-3 CP Advance on the date applicable thereto in
accordance with the terms of the Series 2008-1 Class A-2 Note
Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable, and the Indenture, but shall include any such loss or
expense as a result of (i) any conversion, repayment, Series 2008-1 Class A-2
Decrease or Series 2008-1 Class A-3 Decrease, as applicable, or other
prepayment or redemption of the principal amount of any Class A-2 CP
Advance or Class A-3 CP Advance on a date other than the date applicable
thereto in accordance with the terms of the Series 2008-1 Class A-2
Note Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable, or the Indenture, (ii) any Series 2008-1 Class A-2
Advance or Series 2008-1 Class A-3 Advance not being funded or
maintained as a Class A-2 CP Advance or Class A-3 CP Advance,
respectively, after a request therefor has been made, or (iii) any failure
of the Co-Issuers to make a Series 2008-1 Class A-2 Decrease or a Series 2008-1
Class A-3 Decrease, prepayment or 


 


8

















 


redemption with respect to
any Class A-2 CP Advance or Class A-3 CP Advance after giving notice
thereof.


 


“CP Rate” means, on any day during any Interest
Period, an interest rate per annum equal to the sum of (i) the CP Funding
Rate for such Interest Period plus (ii) the CP Spread.


 


“CP Spread” shall have the meaning set forth (a) with
respect to the Series 2008-1 Class A-2 Notes, in the Series 2008-1
Class A-2 VFN Fee Letter and (b) with respect to the Series 2008-1
Class A-3 Notes, in the Series 2008-1 Class A-3 VFN Fee Letter.


 


“Definitive Notes” shall have the meaning set
forth in Section  4.1(d) and 4.4(d), as applicable, of
the Series 2008-1 Supplement.


 


“Distribution Compliance Period” means, with
respect to any Series 2008-1 Class A-1 Notes or Series 2008-1 Class B-1
Notes issued on the Series 2008-1 Closing Date and sold pursuant to
Regulation S, the period commencing on such Series 2008-1 Closing
Date and ending on the 40th day after the Initial Purchaser notifies the
Co-Issuers that the resale of such Series 2008-1 Class A-1 Notes or Series 2008-1
Class B-1 Notes has been completed.


 


“EDSF Rate” means, as of any date of
determination, the bond equivalent rate derived from the Eurodollar Synthetic
Forward Curve appearing on Bloomberg page EDSF (or any successor service),
adjusted for a 30/360 day count convention.


 


“Eligible Conduit
Investor” means, at any time, any Series 2008-1 Class A-2 Conduit
Investor or Series 2008-1 Class A-3 Conduit Investor whose Commercial
Paper at such time is
rated by at least two of the Specified Rating Agencies and is rated at least “A-1”
from Standard & Poor’s, “P1” from Moody’s and/or “F1” from Fitch, as
applicable.


 


“Eligible Contract” means, at any time and with respect to
any Customer Contract with respect to which a Class A-2 Bulk CO2 Tank or Class A-2
Nitrogen Generator will be leased to a Customer, a Customer Contract:


 


(a)           that provides for the lease of such Class A-2
Bulk CO2 Tank or Class A-2 Nitrogen Generator and
the sale of Bulk Gases by the Contract Holder in the ordinary course of
business, and represents an obligation of the Customer thereunder to pay the
amounts due thereunder;


 


(b)           that has a term of not less that one
year;


 


(c)           the Customer of which (i) is a
United States resident, (ii) is not an Affiliate of any of the parties
hereto, and (iii) is not a government or a governmental subdivision or
agency;


 


9














 


(d)           with respect to which the Customer is
not (i) designated as “inactive” by the Transaction Manager in accordance
with its policies or (ii) in default (other than a payment default) of any
material obligation thereunder or under any other Customer Contract to which
such Customer is a party;


 


(e)           with respect to which the payments
thereunder are denominated and payable only in United States dollars in the
United States;


 


(f)            that is in writing and executed by
all parties thereto and that is governed by the law of a State of the United
States;


 


(g)           that has been duly authorized and
that is in full force and effect and constitutes the legal, valid and binding
obligation of the Customer enforceable against such Customer in accordance with
its terms;


 


(h)           that (A) is not subject to (i) any
Lien or (ii) any dispute (with respect to any material amounts or
obligations thereunder), offset, counterclaim or defense whatsoever (except the
discharge in bankruptcy of the Customer) and (B) is not settled on a net
basis;


 


(i)            that does not contravene in any
material respect any laws, rules or regulations applicable thereto and
with respect to which no party to such Customer Contract is in violation of any
such law, rule or regulation in any material respect;


 


(j)            the Customer of which satisfies all
applicable requirements of the then effective credit and collection policy of
the Contract Holder at the time of origination; and


 


(k)           the Customer of which has been
directed by the Contract Holder to remit all future electronic payments thereof
directly to the Concentration Account.


 


“Eurodollar Business Day” means any Business
Day on which dealings are also carried on in the London interbank market and
banks are open for business in London.


 


“Eurodollar Funding Rate” means, for any
Eurodollar Interest Period, the rate per annum determined by the Series 2008-1
Class A-2 Note Administrative Agent or the Series 2008-1 Class A-3
Note Administrative Agent, as applicable, at approximately 11:00 a.m.
(London time) on the date that is two Eurodollar Business Days prior to the
beginning of such Eurodollar Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in Dollars
(appearing on page 3750 of the Telerate Service or any successor to or substitute
for such service selected by the Series 2008-1 Class A-2 Note
Administrative Agent or the Series 2008-1 Class A-3 Note 


 


10

















 


Administrative Agent, as applicable, and which has
been nominated by the British Bankers’ Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Eurodollar Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the “Eurodollar Funding Rate” shall be the rate (rounded upward, if
necessary, to the nearest one hundred-thousandth of a percentage point),
determined by the Series 2008-1 Class A-2 Note Administrative Agent
or the Series 2008-1 Class A-3 Note Administrative Agent, as
applicable, to be the average of the offered rates for deposits in Dollars in
the amount of $1,000,000 for a period of time comparable to such Eurodollar
Interest Period which are offered by three leading banks in the London
interbank market at approximately 11:00 a.m. (London time) on the date
that is two Eurodollar Business Days prior to the beginning of such Eurodollar
Interest Period as selected by the Series 2008-1 Class A-2 Note
Administrative Agent or the Series 2008-1 Class A-3 Note
Administrative Agent, as applicable (unless the Series 2008-1 Class A-2
Note Administrative Agent or the  Series 2008-1
Class A-3 Note Administrative Agent, as applicable, is unable to obtain
such rates from such banks, it will be deemed that a Eurodollar Funding Rate
cannot be ascertained for purposes of Section 3.04 of the Series 2008-1
Class A-2 Note Purchase Agreement or the Series 2008-1 Class A-3
Note Purchase Agreement, as applicable). 
In respect of any Eurodollar Interest Period that is less than one month
in duration and if no Eurodollar Funding Rate is otherwise determinable with
respect thereto in accordance with the preceding sentence of this definition,
the Eurodollar Funding Rate shall be determined through the use of
straight-line interpolation by reference to two rates calculated in accordance
with the preceding sentence, one of which shall be determined as if the
maturity of the Dollar deposits referred to therein were the period of time for
which rates are available next shorter than the Eurodollar Interest Period and
the other of which shall be determined as if such maturity were the period of
time for which rates are available next longer than the Eurodollar Interest
Period.


 


“Eurodollar Funding Rate (Reserve Adjusted)”
means, for any Eurodollar Interest Period, an interest rate per annum (rounded
upward to the nearest 1/100th of 1%) determined pursuant to the following
formula:


 


	
  Eurodollar Funding Rate

  	
  =

  	
  Eurodollar
  Funding Rate

  	
   

  
	
  (Reserve Adjusted)

  	
   

  	
  1.00 – Eurodollar
  Reserve Percentage

  	
   

  



 


The
Eurodollar Funding Rate (Reserve Adjusted) for any Eurodollar Interest Period
will be determined by the Series 2008-1 Class A-2 Note Administrative
Agent or the Series 2008-1 Class A-3 Note Administrative Agent, as
applicable, on the basis of the Eurodollar Reserve Percentage in effect two
Eurodollar Business Days before the first day of such Eurodollar Interest
Period.


 


“Eurodollar Interest Period” means, with
respect to any Class A-2 Eurodollar Advance or Class A-3 Eurodollar
Advance, (x) initially, the period commencing on and including the
Eurodollar Business Day such Series 2008-1 Class A-2 Advance or Series 2008-1
Class A-3 Advance first becomes a Class A-2 Eurodollar 


 


11

















 


Advance or Class A-3 Eurodollar Advance in
accordance with Section 3.01 of the Series 2008-1 Class A-2
Note Purchase Agreement or the Series 2008-1 Class A-3 Note Purchase
Agreement, as applicable, and ending on but excluding the Payment Date occurring
in July 2008, and (y) thereafter, each period commencing on a
Payment Date while such Series 2008-1 Class A-2 Advance or Series 2008-1 Class A-3
Advance is outstanding as a Class A-2 Eurodollar Advance or Class A-3 Eurodollar Advance,
respectively, and ending on but excluding the next succeeding
Payment Date;  provided,
however, that upon the occurrence and during the continuation of any
Early Amortization Period or any Event of Default, any Eurodollar Interest
Period with respect to the Class A-2 Eurodollar Advance or Class A-3
Eurodollar Advance of all Class A-2 Investor Groups and Class A-3
Investor Groups may be terminated at the end of the then-current Eurodollar
Interest Period (or, if the Series 2008-1 Class A-2 Notes and/or Series 2008-1
Class A-3 Notes have been accelerated in accordance with Section 9.2
of the Base Indenture, immediately, with respect to the Series 2008-1 Class A-2
Notes and/or the Series 2008-1 Class A-3 Notes, as the case may be),
at the election of the Series 2008-1 Class A-2 Note Administrative
Agent or Series 2008-1 Class A-3 Note Administrative Agent, as
applicable or Class A-2 Investor Groups or Class A-3 Investor Groups,
as applicable, holding in the aggregate more than 50% of the related Class A-2
Eurodollar Tranche or Class A-3 Eurodollar Tranche, by notice to the
Co-Issuers, the Master Manager, the Transaction Manager and the related Funding
Agents, and upon such election such Class A-2 Eurodollar Advances or Class A-3
Eurodollar Advances, in respect of which interest was calculated by reference
to such terminated Eurodollar Interest Period shall be converted to Class A-2
Base Rate Advances or Class A-3 Base Rate Advances, as applicable.


 


“Eurodollar Rate” means, on any day during any
Eurodollar Interest Period, an interest rate per annum equal to the sum of (a) the
Eurodollar Funding Rate (Reserve Adjusted) for such Eurodollar Interest Period plus
(b) the Eurodollar Spread.


 


“Eurodollar Reserve Percentage” means, for any
Eurodollar Interest Period, the reserve percentage (expressed as a decimal)
equal to the maximum aggregate reserve requirements (including all basic,
emergency, supplemental, marginal and other reserves and taking into account
any transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board which
are required to be maintained by a member bank of the Federal Reserve System
with respect to liabilities or assets constituting “Eurocurrency Liabilities,”
as currently defined in Regulation D of the F.R.S. Board, having a term
approximately equal or comparable to such Eurodollar Interest Period.


 


“Eurodollar Spread” shall have the meaning set
forth in (a) with respect to the Series 2008-1 Class A-2 Notes,
the Series 2008-1 Class A-2 VFN Fee Letter and (b) with respect
to the Series 2008-1 Class A-3 Notes, the Series 2008-1 Class A-3
VFN Fee Letter.


 


“Federal Funds Rate” means, for any period, a
fluctuating interest rate per annum equal for each day during such period to
the weighted average of the overnight 


 


12

















 


federal funds rates as published in Federal Reserve
Board Statistical Release H.15(519) or any successor or substitute publication
selected by the Series 2008-1 Class A-2 Administrative Agent or the Series 2008-1
Class A-3 Administrative Agent, as applicable (or, if such day is not a
Business Day, for the next preceding Business Day), or if, for any reason, such
rate is not available on any day, the rate determined, in the reasonable
opinion of the Series 2008-1 Class A-2 Administrative Agent or the Series 2008-1
Class A-3 Administrative Agent, as applicable, to be the rate at which
overnight federal funds are being offered in the national federal funds market
at 9:00 a.m. (New York time).


 


“Fitch” means Fitch, Inc., doing business
as Fitch Ratings, or any successor thereto.


 


“F.R.S. Board” means the Board of Governors of
the Federal Reserve System.


 


“Foreign Affective Person” (a) with
respect to the Series 2008-1 Class A-2 Notes, shall have the meaning
set forth in Section 3.08(a) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-2
Notes, shall have the meaning set forth in Section 3.08(a) of  the Series 2008-1 Class A-2 Note
Purchase Agreement.


 


“Funding Agent” (a) with respect to the Series 2008-1 Class A-2
Notes, shall have the meaning set forth in the preamble to the Series 2008-1
Class A-2 Note Purchase Agreement and (b) with respect to the Series 2008-1
Class A-2 Notes, shall have the meaning set forth in the preamble to the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Indemnified Liabilities” (a) with respect
to the Series 2008-1 Class A-2 Notes, shall have the meaning set
forth in Section 9.05(b) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.05(b) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Indemnified Parties” (a) with respect to
the Series 2008-1 Class A-2 Notes, shall have the meaning set forth
in Section 9.05(b) of the Series 2008-1 Class A-2
Note Purchase Agreement and (b) with respect to the Series 2008-1 Class A-3
Notes, shall have the meaning set forth in Section 9.05(b) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Initial Purchaser” means UBS Securities LLC.


 


“Lender Party” (a) with respect to the Series 2008-1
Class A-2 Notes, means the Series 2008-1 Class A-2 Investors and
(b) with respect to the Series 2008-1 Class A-3 Notes, means the
Series 2008-1 Class A-3 Investors.


 


13

















 


“Margin Stock” means “margin stock” as defined
in Regulation U of the F.R.S. Board, as amended from time to time.


 


“Maximum Class A-2 Investor Group Principal
Amount” means, as to each Class A-2 Investor Group existing on the Series 2008-1
Closing Date, the amount set forth on Schedule I to the Series 2008-1
Class A-2 Note Purchase Agreement as such Class A-2 Investor Group’s
Maximum Class A-2 Investor Group Principal or, in the case of any other Class A-2
Investor Group, the amount set forth as such Class A-2 Investor Group’s
Maximum Class A-2 Investor Group Principal Amount in the related
Assignment and Assumption Agreement or Class A-2 Investor Group
Supplement, by which the members of such Class A-2 Investor Group become
parties to the Series 2008-1 Class A-2 Note Purchase Agreement, in
each case, as such amount may be (i) reduced pursuant to Section 2.05
of the Series 2008-1 Class A-2 Note Purchase Agreement, (ii) reduced
pursuant to Section 2.2 of the Series 2008-1 Supplement or (iii) increased
or reduced by any related Assignment and Assumption Agreement or Class A-2
Investor Group Supplement, as applicable, entered into by the members of such Class A-2
Investor Group, in accordance with the terms of the Series 2008-1 Class A-2
Note Purchase Agreement.


 


“Maximum Class A-3 Investor Group Principal
Amount” means, as to each Class A-3 Investor Group existing on the Series 2008-1
Closing Date, the amount set forth on Schedule I to the Series 2008-1
Class A-3 Note Purchase Agreement as such Class A-3 Investor Group’s
Maximum Class A-3 Investor Group Principal or, in the case of any other Class A-3
Investor Group, the amount set forth as such Class A-3 Investor Group’s
Maximum Class A-3 Investor Group Principal Amount in the related
Assignment and Assumption Agreement or Class A-3 Investor Group
Supplement, by which the members of such Class A-3 Investor Group become
parties to the Series 2008-1 Class A-3 Note Purchase Agreement, in
each case, as such amount may be (i) reduced pursuant to Section 2.05
of the Series 2008-1 Class A-3 Note Purchase Agreement, (ii) reduced
pursuant to Section 2.2 of the Series 2008-1 Supplement or (iii) increased
or reduced by any related Assignment and Assumption Agreement or Class A-3
Investor Group Supplement, as applicable, entered into by the members of such Class A-3
Investor Group, in accordance with the terms of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


“New Class A-2 Customer Contract” means,
with respect to any Payment Date, any Class A-2 Customer Contract entered
into during the related Monthly Collection Period.


 


“Non-Excluded Taxes” with respect to the Series 2008-1
Class A-2 Notes, shall have the meaning set forth in Section 3.08(a) of
the Series 2008-1 Class A-2 Note Purchase Agreement and with respect
to the Class A-3 Notes, shall have the meaning set forth in Section 3.08(a) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Offering Memorandum” means the offering
memorandum for the offering of the Series 2008-1 Class A-1 Notes and
the Series 2008-1 Class B-1 Notes, dated as of May 22, 2008,
prepared by the Co-Issuers.


 


14

















 


“Official Body” shall have the meaning set
forth in the definition of “Change in Law.”


 


“Other Class A-2 Transaction Expenses”
means all amounts payable pursuant to Section 9.05 of the Series 2008-1
Class A-2 Note Purchase Agreement other than Class A-2 Amendment
Expenses.


 


“Other Class A-3 Transaction Expenses”
means all amounts payable pursuant to Section 9.05 of the Series 2008-1
Class A-3 Note Purchase Agreement other than Class A-3 Amendment
Expenses.


 


“Outstanding Series 2008-1 Class A-1
Notes” means with respect to the Series 2008-1 Class A-1 Notes,
all Series 2008-1 Class A-1 Notes theretofore authenticated and
delivered under the Indenture, except (a) Series 2008-1 Class A-1
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2008-1
Class A-1 Notes that have not been presented for payment but funds for the
payment in full of which are on deposit in the Senior Note Principal Payments
Account and are available for payment of such Series 2008-1 Class A-1
Notes and (c) Series 2008-1 Class A-1 Notes in exchange for or
in lieu of other Series 2008-1 Class A-1 Notes that have been
authenticated and delivered pursuant to the Indenture unless proof satisfactory
to the Trustee is presented that any such Series 2008-1 Class A-1  Notes are held by a purchaser for value.


 


“Outstanding Series 2008-1 Class A-2
Notes” means with respect to the Series 2008-1 Class A-2 Notes,
all Series 2008-1 Class A-2 Notes theretofore authenticated and
delivered under the Indenture, except (a) Series 2008-1 Class A-2
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2008-1
Class A-2 Notes that have not been presented for payment but funds for the
payment in full of which are on deposit in the Senior Note Principal Payments
Account and are available for payment of such Series 2008-1 Class A-2
Notes and the Series 2008-1 Class A-2 Commitments with respect to
which have terminated and (c) Series 2008-1 Class A-2 Notes in
exchange for or in lieu of other Series 2008-1 Class A-2 Notes that
have been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Trustee is presented that any such Series 2008-1 Class A-2
Notes are held by a purchaser for value.


 


“Outstanding Series 2008-1 Class A-3
Notes” means with respect to the Series 2008-1 Class A-3 Notes,
all Series 2008-1 Class A-3 Notes theretofore authenticated and
delivered under the Indenture, except (a) Series 2008-1 Class A-3
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2008-1
Class A-3 Notes that have not been presented for payment but funds for the
payment in full of which are on deposit in the Senior Note Principal Payments
Account and are available for payment of such Series 2008-1 Class A-3
Notes and the Series 2008-1 Class A-3 Commitments with respect to
which have terminated and (c) Series 2008-1 Class A-3 Notes in
exchange for or in lieu of other Series 2008-1 Class A-3 Notes that
have been authenticated and delivered pursuant to the Indenture unless proof 


 


15

















 


satisfactory to the Trustee is presented that any such
Series 2008-1 Class A-3 Notes are held by a purchaser for value.


 


“Outstanding Series 2008-1 Class B-1
Notes” means with respect to the Series 2008-1 Class B-1 Notes,
all Series 2008-1 Class B-1 Notes theretofore authenticated and
delivered under the Indenture, except (a) Series 2008-1 Class B-1
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2008-1
Class B-1 Notes that have not been presented for payment in full but funds
for the payment of which are on deposit in the Subordinated Note Principal
Payment Account and are available for payment of such Series 2008-1 Class B-1
Notes and (c) Series 2008-1 Class B-1 Notes in exchange for or
in lieu of other Series 2008-1 Class B-1 Notes that have been
authenticated and delivered pursuant to the Indenture unless proof satisfactory
to the Trustee is presented that any such Series 2008-1 Class B-1
Notes are held by a purchaser for value.


 


“Outstanding Series 2008-1 Notes” means,
collectively, all Outstanding Series 2008-1 Class A-1 Notes, all
Outstanding Series 2008-1 Class A-2 Notes, all Outstanding Series 2008-1
Class A-3 Notes and all Outstanding Series 2008-1 Class B-1 Notes.


 


“Parent Companies” shall have the meaning set
forth in the Series 2008-1 Class A-1/B-1 Note Purchase Agreement.


 


“Prepayment Notice” shall have the meaning set
forth in Section 3.8(f) of the Series 2008-1 Supplement.


 


“Prepayment Record Date” means, with respect to
the date of any Series 2008-1 Prepayment, the last day of the calendar
month immediately preceding the date of such Series 2008-1 Prepayment
unless such last day is less than ten (10) Business Days prior to the date
of such Series 2008-1 Prepayment, in which case the “Prepayment Record
Date” will be the last day of the second calendar month immediately preceding
the date of such Series 2008-1 Prepayment.


 


“Prime Rate” means the rate quoted by Bloomberg
L.P. or any successor thereto from time to time as the prime rate in the United
States, such rate to change as and when the quoted rate changes.  The Prime Rate is not intended to be the
lowest rate of interest charged by such Person in connection with extensions of
credit to debtors.


 


“Program Support Agreement” means, with respect
to any Series 2008-1 Class A-2 Investor or Series 2008-1 Class A-3
Investor, any agreement entered into by any Program Support Provider in respect
of any Commercial Paper and/or Series 2008-1 Class A-2 Note or Series 2008-1
Class A-3 Note, as the case may be, of such Series 2008-1 Class A-2
Investor or Series 2008-1 Class A-3 Investor providing for the
issuance of one or more letters of credit for the account of such Series 2008-1
Class A-2 Investor or Series 2008-1 Class A-3 Investor, the
issuance of one or more insurance policies for which such Series 2008-1 Class A-2
Investor or Series 2008-1 Class A-3 Investor is obligated to
reimburse the applicable Program Support Provider for any drawings 


 


16

















 


thereunder, the sale by such Series 2008-1 Class A-2
Investor or Series 2008-1 Class A-3 Investor to any Program Support
Provider of the Series 2008-1 Class A-2 Notes or Series 2008-1 Class A-3
Notes, as the case may be, (or portions thereof or interests therein) and/or
the making of loans and/or other extensions of credit to such Series 2008-1
Class A-2 Investor or Series 2008-1 Class A-3 Investor in
connection with such Series 2008-1 Class A-2 Investor’s or Series 2008-1
Class A-3 Investor’s securitization program, together with any letter of
credit, insurance policy or other instrument issued thereunder or guaranty
thereof (but excluding any discretionary advance facility provided by a Series 2008-1
Class A-2 Committed Note Purchaser or Series 2008-1 Class A-3
Committed Note Purchaser).


 


“Program Support Provider” means, with respect
to any Series 2008-1 Class A-2 Investor or Series 2008-1 Class A-3
Investor, any financial institutions and any other or additional Person now or
hereafter extending credit or having a commitment to extend credit to or for
the account of, and/or agreeing to make purchases from, such Series 2008-1
Class A-2 Investor or Series 2008-1 Class A-3 Investor in
respect of such Series 2008-1 Class A-2 Investor’s or such Series 2008-1
Class A-3 Investor’s Commercial Paper and/or Series 2008-1 Class A-2
Note or Series 2008 Class A-3 Note, as the case may be, and/or
agreeing to issue a letter of credit or insurance policy or other instrument to
support any obligations arising under or in connection with such Series 2008-1
Class A-2 Investor’s or Series 2008-1 Class A-3 Investor’s
securitization program as it relates to any Commercial Paper issued by such Series 2008-1
Class A-2 Investor or Series 2008-1 Class A-3 Investor, in each
case pursuant to a Program Support Agreement, and any guarantor of any such
Person.


 


“Qualified Institutional Buyer” or “QIB”
means a Person who is a “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified Purchaser” or “QP” means a
Person who is (i) a “qualified purchaser” within the meaning of Section 3(c)(7) of
the Investment Company Act, (ii) a “knowledgeable employee” with respect
to the Co-Issuers within the meaning of Rule 3c-5 under the Investment
Company Act or (iii) a company owned by one or more “qualified purchasers”
and/or “knowledgeable employees” with respect to the Co-Issuers within the
meaning of Rule 3c-5 under the Investment Company Act.


 


“Rating Agencies” or “Rating Agency”
means, with respect to each Class of Series 2008-1 Senior Notes,
Moody’s and any other nationally recognized rating agency then rating any such Class of
Series 2008-1 Senior Notes at the request of the Co-Issuers and, with
respect to the Series 2008-1 Subordinated Notes, Fitch and any other
nationally recognized rating agency then rating such Series 2008-1
Subordinated Notes at the request of the Co-Issuers.


 


“Regulation S” means Regulation S
promulgated under the Securities Act.


 


“Restricted Class A-1 Global Notes”  shall have the meaning set forth in Section 4.1(b) of
the Series 2008-1 Supplement.


 


17

















 


“Restricted Class B-1 Global Notes” shall
have the meaning set forth in Section 4.4(b) of the Series 2008-1
Supplement.


 


“Restricted Global Notes” means, collectively,
the Restricted Class A-1 Global Notes and the Restricted Glass B-1 Global
Notes.


 


“Restricted Regulation S Class A-1 Global
Notes” shall have the meaning set forth in Sections 4.1(b) of
the Series 2008-1 Supplement.


 


“Restricted Regulation S Class B-1 Global
Notes” shall have the meaning set forth in Section 4.4(b) of
the Series 2008-1 Supplement.


 


“Restricted Regulation S Global Notes” means,
collectively, the Restricted Regulation S Class A-1 Global Notes and the
Restricted Regulation S Class B-1 Global Notes.


 


“Restricted Rule 144A
Class A-1 Global Notes” shall have the meaning set forth in Section 4.1(a) of
the Series 2008-1 Supplement.


 


“Restricted Rule 144A
Class B-1 Global Notes” shall have the meaning set forth in Section 4.4(a) of
the Series 2008-1 Supplement.


 


“Restricted Rule 144A
Global Notes” means, collectively, the Restricted Rule 144A Class A-1
Global Notes and the Restricted Rule 144A Class B-1 Global Notes.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


“Series 2008-1 Adjusted Repayment Date”
means the date established as the Series 2008-1 Adjusted Repayment Date in
accordance with Section 3.8(b) of the Series 2008-1
Supplement.


 


“Series 2008-1 Aggregate Outstanding Principal
Amount” means, with respect to any date, the sum of the Series 2008-1 Class A-2
Outstanding Principal Amount, plus the Series 2008-1 Class A-3
Outstanding Principal Amount, plus the Series 2008-1 Class A-1
Outstanding Principal Amount, plus the Series 2008-1 Class B-1
Outstanding Principal Amount.


 


“Series 2008-1 Cash Trapping Amount”
means, for each Payment Date while a Series 2008-1 Cash Trapping Period is
in effect, an amount of funds to be deposited in the Series 2008-1 Cash
Trap Reserve Account with respect to the Series 2008-1 Notes in an amount
equal to the product of (a) the Series 2008-1 Cash Trapping
Percentage applicable to such Payment Date, multiplied by (b) an
amount equal to the total funds available in the Collection Account on such
Payment Date after payment of clauses first through tenth of the
Priority of Payments.  For purposes of
the Base Indenture, the “Series 2008-1 Cash Trapping Amount” shall be
deemed to be a “Cash Trapping Amount.”


 


18














 


“Series 2008-1 Cash Trapping Percentage”
means, for each Payment Date while a Series 2008-1 Cash Trapping Period is
in effect, with respect to any Payment Date (i) on which the Three-Month
DSCR is less than 1.8 times but greater than or equal to 1.6 times, 25%, and (ii) on
which the Three-Month DSCR is less than 1.6 times, 50%.


 


“Series 2008-1 Cash Trapping Period” means
each period beginning on any Payment Date on which the Three-Month DSCR is less
than 1.8 times and ending on the earlier of (i) any subsequent Payment
Date on which the Three-Month DSCR determined on such Payment Date and the two
immediately preceding Payment Dates is greater than 1.85 times (provided
that on such subsequent Payment Dates, all Contributions shall be excluded from
calculation of such final Three-Month DSCR determination) and (ii) the
occurrence of an Event of Default or an Early Amortization Event.


 


“Series 2008-1 Cash Trapping Release Event”
means a payment date on which the Three-Month DSCR determined (a) as of
such Payment Date and (b) the two immediately preceding Payment Dates is
greater than 1.85 times (in the case of (b), without giving effect to
Contributions as of such Payment Dates); provided that no Early Amortization Period is
in effect during such Series 2008-1 Cash Trapping Period or on such
Payment Date.


 


“Series 2008-1 Class A Notes” refers
collectively to the Series 2008-1 Class A-1 Notes, Series 2008-1
Class A-2 Notes, and Series 2008-1 Class A-3 Notes.


 


“Series 2008-1 Class A-1 Contingent
Additional Interest” shall have the meaning set forth in Section 3.4(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-1 Contingent
Additional Interest Rate” shall have the meaning set forth in Section 3.4(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-1 Global Notes”
shall have the meaning set forth in Section 4.1(c) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-1 Initial
Principal Amount” means the aggregate initial outstanding principal amount
of the Series 2008-1 Class A-1 Notes, which is $280,000,000.


 


“Series 2008-1 Class A-1 Interest”
shall have the meaning set forth in Section 3.4(a) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-1 Note Interest
Rate” shall have the meaning set forth in Section 3.4(a) of
the Series 2008-1 Supplement.


 


“Series 2008-1
Class A-1 Note Make Whole Mandatory Prepayment Premium” means an
amount equal to (x) Series 2008-1 Class A-1 Note Make Whole Mandatory
Prepayment Rate, multiplied by (y) the Additional Senior Note
Prepayment 


 


19

















 


Amount (as
defined in the Base Indenture) applicable to the Series 2008-1 Class A-1
Notes.


 


“Series 2008-1
Class A-1 Note Make Whole Mandatory Prepayment Rate” means with
respect to any prepayments of principal of the Series 2008-1 Class A-1
Notes pursuant to Sections 3.8(c)(i), 3.8(c)(ii), 3.8(c)(iii), 3.8(c)(iv) and
3.8(c)(v) of the Series 2008-1 Supplement on any date of
determination, the excess, if any, of (A) the quotient of (x) the
discounted present value as of the related Series 2008-1 Note Make Whole
Premium Calculation Date of all future installments of interest on and
principal of such Series 2008-1 Class A-1 Notes that the Co-Issuers
would otherwise be required to pay with respect to US $1 of principal on such Series 2008-1
Class A-1 Notes from the date of such prepayment to and including the Series 2008-1
Scheduled Maturity Date, determined by discounting monthly at a discount rate
equal to the applicable Treasury Rate, plus 50 basis points; divided by
(y) US $1 over (B) 1.00.


 


“Series 2008-1
Class A-1 Note Make Whole Optional Prepayment Premium” means with
respect to any prepayment of principal of the Series 2008-1 Class A-1
Notes pursuant to Section 3.8(e) of the Series 2008-1
Supplement on any date of determination, the excess, if any, of (x) the
discounted present value as of the related Series 2008-1 Note Make Whole
Premium Calculation Date of all future installments of interest on and
principal of such Series 2008-1 Class A-1 Notes that the Co-Issuers
would otherwise be required to pay on such Series 2008-1 Class A-1
Notes (or such portion thereof to be prepaid) from the date of such prepayment
to and including the Series 2008-1 Scheduled Maturity Date assuming the
entire unpaid principal amount (or such portion thereof to be prepaid) is
required to be paid on the date of such prepayment, determined by discounting
monthly at a discount rate equal to the applicable Treasury Rate, plus
50 basis points; over (y) the aggregate amount of the principal being so
prepaid.


 


“Series 2008-1 Class A-1 Note Make Whole
Premium” means (i) with respect to any optional prepayment of
principal of the Series 2008-1 Class A-1 Notes pursuant to Section 3.8(e) of the Series 2008-1 Supplement, the Series 2008-1
Class A-1 Note Make Whole Optional Prepayment Premium, and (ii) with
respect to all other prepayments of principal of the Series 2008-1 Class A-1
Notes pursuant to Sections 3.8(c)(i), 3.8(c)(ii),
3.8(c)(iii), 3.8(c)(iv) and 3.8(c)(v) of the Series 2008-1 Supplement, the
Series 2008-1 Class A-1 Note Make Whole Mandatory Prepayment Premium.


 


“Series 2008-1 Class A-1 Noteholder”
means the Person in whose name a Series 2008-1 Class A-1 Note is
registered in the Note Register.


 


“Series 2008-1 Class A-1 Notes” shall
have the meaning specified in “Designation” of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-1
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Initial Principal Amount of the Series 2008-1
Class A-1 Notes, minus (b) the aggregate amount of principal
payments (whether pursuant to a prepayment, a redemption or otherwise) made to Series 2008-1



 


20

















 


Class A-1 Noteholders
with respect to Series 2008-1 Class A-1 Notes on or prior to such
date.  For purposes of the Base Indenture, the “Series 2008-1
Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding
Principal Amount.”


 


“Series 2008-1 Class A-1 Stepped-Up
Interest Rate” shall have the meaning specified in Section 3.4(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-1/B-1 Note
Purchase Agreement” means the Purchase Agreement, dated as of the Series 2008-1
Closing Date, by and among the Co-Issuers, NuCO2, the
Employee Company and the Initial Purchaser, as amended, supplemented
or otherwise modified from time to time.


 


“Series 2008-1 Class A-2 Advance”
shall have the meaning set forth in the recitals to the Series 2008-1 Class A-2
Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Advance Request”
shall have the meaning set forth in Section 7.03(d) of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Aggregate
Borrowing Base Amount” as of any date, means the aggregate sum of the Series 2008-1
Class A-2 Borrowing Base Amount for all Class A-2 Bulk CO2 Tanks and Class A-2
Nitrogen Generators existing as of such date.


 


“Series 2008-1 Class A-2 Borrowing Base
Amount” means an amount equal to the product of (i) 75%, (ii) (a) for
new Class A-2 Bulk CO2 Tanks and new Class A-2 Nitrogen
Generators, the invoice cost of such Class A-2 Bulk CO2 Tank or Class A-2
Nitrogen Generator, as applicable, at the time of purchase, net of allowances,
rebates and volume purchase adjustments or, (b) for used Class A-2
Bulk CO2 Tanks and used Class A-2 Nitrogen
Generators, acquired after the Series 2008-1 Closing Date, the lower of (x) the
depreciated book value of such Class A-2 Bulk CO2 Tank or Class A-2
Nitrogen Generator, as applicable, at the time of acquisition, if such
depreciated book value can then be reasonably determined, and (y) the
invoice cost of such Class A-2 Bulk CO2 Tank or Class A-2 Nitrogen Generator (or, if such invoice cost is
not then available, the market price for purchase of such equipment if then
purchased new, as estimated by the Transaction Manager on behalf of
Co-Issuers), reduced at the applicable depreciation percentage described in the
immediately following clause (iii), for the period from the date of purchase to
the date of acquisition, as estimated by the Transaction Manager on behalf of
the Co-Issuers), and (iii) the applicable 
depreciation per the related depreciation schedule, which shall be
calculated at a rate of (x) 7.5% per annum over thirteen years, and 2.5%
per annum over the fourteenth year, for Class A-2 Bulk CO2 Tanks, and (y) approximately 14.3% per annum over
seven years for Class A-2 Nitrogen Generators.


 


“Series 2008-1 Class A-2 Breakage Amount”
shall have the meaning set forth in Section 3.06 of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


21

















 


“Series 2008-1 Class A-2 Commitment
Amount” means, as to each Series 2008-1 Class A-2 Committed Note
Purchaser, the amount set forth on Schedule I to the Series 2008-1
Class A-2 Note Purchase Agreement opposite such Series 2008-1 Class A-2
Committed Note Purchaser’s name as its Series 2008-1 Class A-2
Commitment Amount or, in the case of a Series 2008-1 Class A-2
Committed Note Purchaser that becomes a party to the Series 2008-1 Class A-2
Note Purchase Agreement pursuant to a related Assignment and Assumption
Agreement or Class A-2 Investor Group Supplement, the amount set forth
therein as such Series 2008-1 Class A-2 Committed Note Purchaser’s Series 2008-1
Class A-2 Commitment Amount, in each case, as such amount may be (i) reduced
pursuant to Section 2.05 of the Series 2008-1 Class A-2
Note Purchase Agreement, or (ii) increased or reduced by any related
Assignment and Assumption Agreement or Class A-2 Investor Group Supplement
entered into by such Series 2008-1 Class A-2 Committed Note Purchaser
in accordance with the terms of the Series 2008-1 Class A-2 Note
Purchase Agreement as the case may be.


 


“Series 2008-1 Class A-2 Commitment Fee
Rate” has the meaning set forth in the Series 2008-1 Class A-2 VFN
Fee Letter.


 


“Series 2008-1 Class A-2 Commitments”
means the obligation of each Series 2008-1 Class A-2 Committed Note
Purchaser included in each Series 2008-1 Class A-2 Investor Group to
fund Series 2008-1 Class A-2 Advances pursuant to Section 2.02(a) of
the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Committed Note
Purchaser” shall have the meaning set forth in the preamble to the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Conduit
Investors” shall have the meaning set forth in the preamble to the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Contingent
Additional Interest” means as of any Determination Date, for each Interest
Period following the Series 2008-1 Scheduled Maturity Date (including
without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter) the sum of (i) the
Series 2008-1 Class A-2 Daily Contingent Interest Amounts for each
day during such Interest Period, plus (ii) the amount of any Senior
Notes Aggregate Contingent Additional Interest Shortfall Amount with respect to
the Series 2008-1 Class A-2 Notes for such Interest Period.  For purposes of the Indenture, the “Series 2008-1
Class A-2 Contingent Additional Interest” shall be deemed to constitute
the “Senior Notes Contingent Additional Interest Amount.”


 


“Series 2008-1 Class A-2 Contingent
Additional Interest Rate” means for any day during a Series 2008-1
Extension Period, 2.00% per annum.


 


“Series 2008-1 Class A-2
Daily Commitment Fee Amounts” means with respect to the Series 2008-1 Class A-2
Notes for any day during any Interest Period 


 


22

















 


occurring during the Commitment Term, the quotient of (a) the
product of (x) the Series 2008-1 Class A-2 Commitment Fee Rate,
if any, multiplied by (y) an amount equal to the related Class A-2
Investor Group’s Class A-2 Commitment Percentage multiplied by the excess,
on each day, of (1) the Series 2008-1 Class A-2 Maximum
Principal Amount over (2) the Series 2008-1 Class A-2
Outstanding Principal Amount as of the close of business on such day divided by
(b) 360.


 


“Series 2008-1 Class A-2 Daily Contingent
Interest Amount” means with respect to the Series 2008-1 Class A-2
Notes for any day during any Interest Period occurring during any Series 2008-1
Extension Period, the sum of (i) with respect to any Class A-2 CP
Advance outstanding on such day, the result of (a) the product of (x) the
Series 2008-1 Class A-2 Contingent Additional Interest Rate
multiplied by (y) the Series 2008-1 Class A-2 Outstanding
Principal Amount (excluding any Class A-2 Base Rate Advances included
therein) as of the close of business on such day divided by (b) 360 and (ii) with
respect to any Class A-2 Base Rate Advance outstanding on such day, the
result of (a) the product of (x) the Series 2008-1 Class A-2
Contingent Additional Interest Rate and (y) any Class A-2 Base Rate
Advances included in the Series 2008-1 Class A-2 Outstanding
Principal Amount as of the close of business on such day divided by (b) 365
or 366, as applicable.


 


“Series 2008-1 Class A-2 Daily Interest
Amount” means with respect to the Series 2008-1 Class A-2 Notes
for any day during any Interest Period, the sum of (i) with respect to any
Class A-2 CP Advance outstanding on such day, the result of (a) the
product of (x) the CP Rate in effect for such day and (y) the
principal amount of such Class A-2  CP Advance
outstanding as of the close of business on such day, divided by (b) 360, (ii) with
respect to any Class A-2  Base Rate
Advance outstanding on such day, the result of (a) the product of (x) the
Base Rate in effect for such day and (y) the principal amount of Class A-2
Base Rate Advance outstanding as of the close of business on such day divided
by (b) 365 or 366, as applicable and (iii) with respect to any Class A-2
Eurodollar Advance outstanding on such day, the result of (a) the product
of (x) the Eurodollar Rate in effect for such Interest Period and (y) the
principal amount of such Class A-2 Eurodollar Advance outstanding as of
the close of business on such day divided by (b) 360.


 


“Series 2008-1 Class A-2 Decrease”
means a Series 2008-1 Class A-2 Required Amortization or a Series 2008-1
Class A-2 Voluntary Decrease, as applicable.


 


“Series 2008-1 Class A-2 Excess Principal
Event” shall be deemed to have occurred if, on any Payment Date, the Series 2008-1
Class A-2 Outstanding Principal Amount exceeds the Series 2008-1 Class A-2
Note Maximum Aggregate Advanced Amount on such Payment Date.


 


“Series 2008-1  Class A-2 Increase”
shall have the meaning set forth in Section 2.1(a) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-2 Increased
Capital Costs” shall have the meaning set forth in Section 3.07
of the Series 2008-1 Class A-2 Note Purchase Agreement.


 


23

















 


“Series 2008-1 Class A-2 Increased Costs”
with respect to the Series 2008-1 Class A-2 Notes, shall have the
meaning set forth in Section 3.05 of the Series 2008-1 Class A-2
Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Increased Tax
Costs” shall have the meaning set forth in Section 3.08 of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Interest”
shall have the meaning set forth in Section 3.5(a) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-2 Investor”
means any one of the Series 2008-1 Class A-2 Conduit Investors and
the Series 2008-1 Class A-2 Committed Note Purchasers and “Series 2008-1
Class A-2 Investors” means the Series 2008-1 Class A-2
Conduit Investors and the Series 2008-1 Class A-2 Committed Note
Purchasers collectively.


 


“Series 2008-1 Class A-2 Lenders”
means the purchasers of the Series 2008-1 Class A-2 Notes as lenders
under the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Maximum
Principal Amount” means $30,000,000, as such amount may be reduced pursuant
to Section 2.05 of the Series 2008-1 Class A-3 Note
Purchase Agreement.


 


“Series 2008-1 Class A-2 Note Administrative
Agent” shall have the meaning set forth in the preamble to the Series 2008-1
Class A-2 Note Purchase Agreement. 
For purposes of the Base Indenture, the “Series 2008-1 Class A-2
Note Administrative Agent” shall be deemed to be a “Class A-2 Note Administrative
Agent.”


 


“Series 2008-1 Class A-2 Note
Administrative Agent Fees” shall have the meaning set forth in Section 3.02(a) of
the Series 2008-1 Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-2 Note
Administrative Expenses” means, for any Payment Date, Series 2008-1 Class A-2
Note Administrative Agent Fees  and
Class A-2 Amendment Expenses then due and payable and not previously paid.
For purposes of the Base Indenture, the “Series 2008-1 Class A-2 Note
Administrative Expenses” shall be deemed to be “Class A-2 Note
Administrative Expenses.”


 


“Series 2008-1 Class A-2 Note Interest
Rate” means, for any day, (a) with respect to that portion of the Series 2008-1
Class A-2 Outstanding Principal Amount resulting from Series 2008-1 Class A-2
Advances that bear interest on such day at the CP Rate in accordance with Section 3.01
of the Series 2008-1 Class A-2 Note Purchase Agreement, the CP Rate
in effect for such day; (b) with respect to that portion of the Series 2008-1
Class A-2 Outstanding Principal Amount resulting from Series 2008-1 Class A-2
Advances that bear interest on such day at the Eurodollar Rate in accordance
with Section 3.01 of the Series 2008-1 Class A-2 Note
Purchase Agreement, the 


 


24

















 


Eurodollar Rate in effect for the Eurodollar Interest
Period that includes such day; (c) with respect to that portion of the Series 2008-1
Class A-2 Outstanding Principal Amount resulting from Series 2008-1 Class A-2
Advances that bear interest on such day at the Base Rate in accordance with Section 3.01
of the Series 2008-1 Class A-2 Note Purchase Agreement, the Base Rate
in effect for such day; and (d) with respect to any other amounts that any
Related Document provides is to bear interest by reference to the Series 2008-1
Class A-2 Note Interest Rate, the Base Rate in effect for such day; in
each case, computed on the basis of a year of 360 (or, in the case of the Base
Rate, 365 or 366, as applicable) days and the actual number of days elapsed; provided,
however, that the Series 2008-1 Class A-2 Note Interest Rate
will in no event be higher than the maximum rate permitted by applicable law.


 


“Series 2008-1 Class A-2 Note Maximum
Aggregate Advanced Amount” shall equal, as of any Payment Date, the lesser
of (a) the Series 2008-1 Class A-2 Aggregate Borrowing Base
Amount and (b) whichever of the following is applicable: (i) if the
Pro Forma DSCR on such Payment Date is less than 2.35 times but greater than or
equal to 2.10 times, $10,000,000, (ii) if the Pro Forma DSCR on such
Payment Date is less than 2.45 times but greater than or equal to 2.35 times,
$20,000,000, and (iii) if the Pro Forma DSCR on such Payment Date is
greater than or equal to 2.45 times, $30,000,000.


 


“Series 2008-1 Class A-2 Note Purchase Agreement”
means the Purchase Agreement, dated as of May 28, 2008 by and among the
Co-Issuers, the Master Manager, the Transaction Manager, certain Series 2008-1
Class A-2 Conduit Investors, the Series 2008-1 Class A-2
Committed Note Purchasers, certain Funding Agents and the Series 2008-1 Class A-2
Note Administrative Agent, as amended, supplemented or otherwise modified from
time to time.


 


“Series 2008-1 Class A-2 Noteholder”
means the Person in whose name a Series 2008-1 Class A-2 Note is
registered in the Note Register.


 


“Series 2008-1 Class A-2 Notes” shall
have the meaning set forth in “Designation” in the Series 2008-1
Supplement.


 


“Series 2008-1  Class A-2 Other
Amounts” means for any Payment Date, the aggregate amount of any Series 2008-1
Class A-2 Breakage Amount, Class A-2 Indemnities, Series 2008-1 Class A-2
Increased Capital Costs, Series 2008-1 Class A-2 Increased Costs, Series 2008-1
Class A-2 Increased Tax Costs, Other Class A-2 Transaction Expenses
and any other accrued and unpaid amounts due under the Series 2008-1 Class A-2
Note Purchase Agreement then due and payable.


 


“Series 2008-1 Class A-2 Outstanding
Principal Amount” means, when used with respect to any date, an amount
equal to (a) the aggregate amount of all Series 2008-1 Class A-2
Increases in the Series 2008-1 Class A-2 Outstanding Principal Amount
pursuant to Section 2.1 of the Series 2008-1 Supplement
resulting from Series 2008-1 Class A-2 Advances made on or prior to
such date and after the Series 2008-1 Closing Date, minus (b) the
amount of principal payments (whether pursuant to a Series 


 


25

















 


2008-1 Class A-2 Decrease, a prepayment, a
redemption or otherwise) made on the Series 2008-1 Class A-2 Notes on
or prior to such date; provided that, at no time may the Series 2008-1
Class A-2 Outstanding Principal Amount exceed the Series 2008-1 Class A-2
Note Maximum Aggregate Advance Amount. 
For purposes of the Base Indenture, the “Series 2008-1 Class A-2
Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal
Amount.”


 


“Series 2008-1 Class A-2 Required
Amortization” shall have the meaning set forth in Section 2.2(a)(i) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-2 Required
Amortization Amounts” shall have the meaning set forth in Section 2.2(a)(i) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-2 Senior Note
Commitment Fee Amount” means as of any Determination Date for any Interest
Period, an amount equal to the aggregate
of the Series 2008-1 Class A-2 Daily Commitment Fee Amounts for each
day in such Interest Period. For purposes of the Indenture, the “Series 2008-1
Class A-2 Senior Note Commitment Fee Amount” shall be deemed to be “Class A-2
Senior Note Commitment Fee Amount.”


 


“Series 2008-1 Class A-2 VFN Fee Letter”
means the Fee Letter related to the Series 2008-1 Class A-2 Notes,
dated as of the Series 2008-1 Closing Date, by and among the Co-Issuers,
the related Funding Agents and the Series 2008-1 Class A-2 Note
Administrative Agent, as the same may be amended, supplemented or otherwise
modified from time to time pursuant to the terms thereof.  For purposes of the Base Indenture, the “Series 2008-1
Class A-2 VFN Fee Letter” shall be deemed to be a “VFN Fee Letter.”


 


“Series 2008-1 Class A-2 Voluntary
Decrease” shall have the meaning set forth in Section 2.2(b)(i) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-2 Voluntary
Decrease Request”  shall have the
meaning set forth in Section 2.02(f) of the Series 2008-1
Class A-2 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Advance”
shall have the meaning set forth in the recitals to the Series 2008-1 Class A-3
Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Advance Request”
shall have the meaning set forth in Section 7.03(d) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Breakage Amount”
shall have the meaning set forth in Section 3.06 of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Commitment
Amount” means, as to each Series 2008-1 Class A-3 Committed Note
Purchaser, the amount set forth on Schedule I to the Series 2008-1
Class A-3 Note Purchase Agreement opposite such Series 2008-1 Class A-3
Committed Note Purchaser’s name as its Series 2008-1 Class A-3 


 


26

















 


Commitment Amount or, in the case of a Series 2008-1
Class A-3 Committed Note Purchaser that becomes a party to the Series 2008-1
Class A-3 Note Purchase Agreement pursuant to a related Assignment and
Assumption Agreement or Class A-3 Investor Group Supplement, the amount
set forth therein as such Series 2008-1 Class A-3 Committed Note
Purchaser’s Series 2008-1 Class A-3 Commitment Amount, in each case,
as such amount may be (i) reduced pursuant to Section 2.05 of
the Series 2008-1 Class A-3 Note Purchase Agreement, or (ii) increased
or reduced by any related Assignment and Assumption Agreement or Class A-3
Investor Group Supplement entered into by such Series 2008-1 Class A-3
Committed Note Purchaser in accordance with the terms of the Series 2008-1
Class A-3 Note Purchase Agreement as the case may be.


 


“Series 2008-1 Class A-3 Commitment Fee
Rate” has the meaning set forth in the Series 2008-1 Class A-3
VFN Fee Letter.


 


“Series 2008-1 Class A-3 Commitments”
means the obligation of each Series 2008-1 Class A-3 Committed Note
Purchaser included in each Class A-3 Investor Group to fund Series 2008-1
Class A-3 Advances pursuant to Section 2.02(a) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Committed Note
Purchaser” shall have the meaning set forth in the preamble to the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Conduit
Investors” shall have the meaning set forth in the preamble to the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Contingent
Additional Interest” means as of any Determination Date, for each Interest
Period following the Series 2008-1 Scheduled Maturity Date (including
without limitation for each Interest Period during any Series 2008-1
Extension Period and for each Interest Period thereafter) the sum of (i) the
Series 2008-1 Class A-3 Daily Contingent Interest Amounts for each
day during such Interest Period, plus (ii) the amount of any Senior
Notes Aggregate Contingent Additional Interest Shortfall Amount with respect to
the Series 2008-1 Class A-3 Notes for such Interest Period.  For purposes of the Indenture, the “Series 2008-1
Class A-3 Contingent Interest” shall be deemed to constitute the “Senior
Note Contingent Additional Interest Amount.”


 


“Series 2008-1 Class A-3 Contingent
Additional Interest Rate” means for any day during a Series 2008-1
Extension Period, 2.00% per annum.


 


“Series 2008-1 Class A-3
Daily Commitment Fee Amounts” means with respect to the Series 2008-1 Class A-3
Notes for any day during any Interest Period occurring during the Commitment
Term, the quotient of (a) the product of (x) the Series 2008-1 Class A-3
Commitment Fee Rate, if any, multiplied by (y) an amount equal to
the related Class A-3 Investor Group’s Class A-3 Commitment
Percentage multiplied by the excess, on each day, of (1) the Series 2008-1
Class A-3 Maximum Principal Amount over  


 


27

















 


(2) the Series 2008-1 Class A-3
Outstanding Principal Amount as of the close of business on such day divided by
(b) 360.


 


“Series 2008-1 Class A-3 Daily Contingent
Interest Amount” means with respect to the Series 2008-1 Class A-3
Notes for any day during any Interest Period occurring during any Series 2008-1
Extension Period, the sum of (i) with respect to any Class A-3 CP
Advance outstanding on such day, the quotient of (a) the product of (x) the
Series 2008-1 Class A-3 Contingent Additional Interest Rate
multiplied by (y) the Series 2008-1 Class A-3 Outstanding
Principal Amount (excluding any Class A-3 Base Rate Advances included
therein) as of the close of business on such day divided by (b) 360 and (ii) with
respect to any Class A-3 Base Rate Advance outstanding on such day, the
quotient of (a) the product of (x) the Series 2008-1 Class A-3
Contingent Additional Interest Rate and (y) any Class A-3 Base Rate
Advances included in the Series 2008-1 Class A-3 Outstanding
Principal Amount as of the close of business on such day divided by (b) 365
or 366, as applicable.


 


“Series 2008-1 Class A-3 Daily Interest
Amount” means with respect to the Series 2008-1 Class A-3 Notes
for any day during any Interest Period, the sum of (i) with respect to any
Class A-3 CP Advance outstanding on such day, the quotient of (a) the
product of (x) the CP Rate in effect for such day and (y) the
principal amount of such Class A-3  CP Advance
outstanding as of the close of business on such day divided by (b) 360, (ii) with
respect to any Class A-3  Base Rate
Advance outstanding on such day, the quotient of (a) the product of (x) the
Base Rate in effect for such day and (y) the principal amount of Class A-3
Base Rate Advance outstanding as of the close of business on such day divided
by (b) 365 or 366, as applicable and (iii) with respect to any Class A-3
Eurodollar Advance outstanding on such day, the quotient of (a) the
product of (x) the Eurodollar Rate in effect for such Interest Period and (y) the
principal amount of such Class A-3 Eurodollar Advance outstanding as of
the close of business on such day divided by (b) 360.


 


“Series 2008-1 Class A-3 Decrease”
means a Series 2008-1 Class A-3 Required Amortization or a Series 2008-1
Class A-3 Voluntary Decrease, as applicable.


 


“Series 2008-1 Class A-3 Excess Principal
Event” shall be deemed to have occurred if, on any Payment Date, the Series 2008-1
Class A-3 Outstanding Principal Amount exceeds the Series 2008-1 Class A-3
Maximum Principal Amount on such Payment Date.


 


“Series 2008-1  Class A-3 Increase”
shall have the meaning set forth in Section 2.1(b) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-3 Increased
Capital Costs” shall have the meaning set forth in Section 3.07
of the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Increased Costs”
with respect to the Series 2008-1 Class A-3 Notes, shall have the
meaning set forth in Section 3.05 of the Series 2008-1 Class A-3
Note Purchase Agreement.


 


28














 


“Series 2008-1 Class A-3 Increased Tax
Costs” shall have the meaning set forth in Section 3.08 of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Interest”
shall have the meaning set forth in Section 3.6(a) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class A-3 Investor”
means any one of the Series 2008-1 Class A-3 Conduit Investors and
the Series 2008-1 Class A-3 Committed Note Purchasers and “Series 2008-1
Class A-3 Investors” means the Series 2008-1 Class A-3
Conduit Investors and the Series 2008-1 Class A-3 Committed Note
Purchasers collectively.


 


“Series 2008-1 Class A-3 Lenders”
means the purchasers of the Series 2008-1 Class A-3 Notes as lenders
under the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3 Maximum
Principal Amount” means $20,000,000, as such amount may be reduced pursuant
to Section 2.05 of the Series 2008-1 Class A-3 Note
Purchase Agreement.


 


“Series 2008-1 Class A-3 Note
Administrative Agent” shall have the meaning set forth in the preamble to
the Series 2008-1 Class A-3 Note Purchase Agreement.  For purposes of the Base Indenture, the “Series 2008-1
Class A-3 Note Administrative Agent” shall be deemed to be a “Class A-3
Note Administrative Agent.”


 


“Series 2008-1 Class A-3 Note
Administrative Agent Fees” shall have the meaning set forth in Section 3.02(a) of
the Series 2008-1 Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class A-3
Note Administrative Expenses” means, for any Payment Date, Series 2008-1
Class A-3 Note Administrative Agent Fees  and Class A-3 Amendment
Expenses then due and payable and not previously paid. For purposes of the Base
Indenture, the “Series 2008-1 Class A-3 Note Administrative Expenses”
shall be deemed to be “Class A-3 Note Administrative Expenses.”


 


“Series 2008-1 Class A-3 Note Interest
Rate” means, for any day, (a) with respect to that portion of the Series 2008-1
Class A-3 Outstanding Principal Amount resulting from Series 2008-1 Class A-3
Advances that bear interest on such day at the CP Rate in accordance with Section 3.01
of the Series 2008-1 Class A-3 Note Purchase Agreement, the CP Rate
in effect for such day; (b) with respect to that portion of the Series 2008-1
Class A-3 Outstanding Principal Amount resulting from Series 2008-1 Class A-3
Advances that bear interest on such day at the Eurodollar Rate in accordance
with Section 3.01 of the Series 2008-1 Class A-3 Note
Purchase Agreement, the Eurodollar Rate in effect for the Eurodollar Interest
Period that includes such day; (c) with respect to that portion of the Series 2008-1
Class A-3 Outstanding Principal Amount resulting from Series 2008-1 Class A-3
Advances that bear interest on such day at the Base Rate in accordance with Section 3.01
of the Series 2008-1 Class A-3 Note 


 


29

















 


Purchase Agreement, the Base Rate in effect for such
day; and (d) with respect to any other amounts that any Related Document
provides is to bear interest by reference to the Series 2008-1 Class A-3
Note Interest Rate, the Base Rate in effect for such day; in each case,
computed on the basis of a year of 360 (or, in the case of the Base Rate, 365
or 366, as applicable) days and the actual number of days elapsed; provided,
however, that the Series 2008-1 Class A-3 Note Interest Rate
will in no event be higher than the maximum rate permitted by applicable law.


 


“Series 2008-1 Class A-3 Note Purchase
Agreement” means the Purchase Agreement, dated as of May 28, 2008 by
and among the Co-Issuers, the Master Manager, the Transaction Manager, certain Series 2008-1
Class A-3 Conduit Investors, the Series 2008-1 Class A-3
Committed Note Purchasers, certain Funding Agents and the Series 2008-1 Class A-3
Note Administrative Agent, as amended, supplemented or otherwise modified from
time to time.


 


“Series 2008-1 Class A-3 Noteholder”
means the Person in whose name a Series 2008-1 Class A-3 Note is
registered in the Note Register.


 


“Series 2008-1 Class A-3 Notes” shall
have the meaning set forth in “Designation” in the Series 2008-1
Supplement.


 


“Series 2008-1  Class A-3 Other
Amounts” means for any Payment Date, the aggregate amount of any Series 2008-1
Class A-3 Breakage Amount, Class A-3 Indemnities, Series 2008-1 Class A-3
Increased Capital Costs, Series 2008-1 Class A-3 Increased Costs, Series 2008-1
Class A-3 Increased Tax Costs, Other Class A-3 Transaction Expenses
and any other accrued and unpaid amounts due under the Series 2008-1 Class A-3
Note Purchase Agreement then due and payable.


 


“Series 2008-1 Class A-3 Outstanding Principal
Amount” means, when used with respect to any date, an amount equal to (a) the
aggregate amount of all Series 2008-1 Class A-3 Increases in the Series 2008-1
Class A-3 Outstanding Principal Amount pursuant to Section 2.1
of the Series 2008-1 Supplement resulting from Series 2008-1 Class A-3
Advances made on or prior to such date and after the Series 2008-1 Closing
Date, minus (b) the amount of principal payments (whether pursuant
to a Series 2008-1 Class A-3 Decrease, a prepayment, a redemption or
otherwise) made on the Series 2008-1 Class A-3 Notes on or prior to
such date; provided that, at no time may the Series 2008-1 Class A-3
Outstanding Principal Amount exceed the Series 2008-1 Class A-3 Note
Maximum Aggregate Advance Amount.  For
purposes of the Base Indenture, the “Series 2008-1 Class A-3
Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal
Amount.”


 


“Series 2008-1 Class A-3 Required
Amortization” shall have the meaning set forth in Section 2.2(a)(ii) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-3 Senior Note
Commitment Fee Amount” means as of any Determination Date for any Interest
Period, an amount equal to the aggregate
of the Series 2008-1 Class A-3 Daily Commitment Fee Amounts for each
day in such 


 


30

















 


Interest Period.  For purposes of the Indenture, the “Series 2008-1
Class A-3 Senior Note Commitment Fee Amount” shall be deemed to be “Class A-3
Senior Note Commitment Fee Amount.”


 


“Series 2008-1 Class A-3 VFN Fee Letter”
means the Fee Letter related to the Series 2008-1 Class A-3 Notes,
dated as of the Series 2008-1 Closing Date, by and among the Co-Issuers,
the related Funding Agents and the Series 2008-1 Class A-3 Note
Administrative Agent, as the same may be amended, supplemented or otherwise
modified from time to time pursuant to the terms thereof.  For purposes of the Base Indenture, the “Series 2008-1
Class A-3 VFN Fee Letter” shall be deemed to be a “VFN Fee Letter.”


 


“Series 2008-1 Class A-3 Voluntary
Decrease” shall have the meaning set forth in Section 2.2(b)(ii) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class A-3 Voluntary
Decrease Request”  shall have the
meaning set forth in Section 2.02(f) of the Series 2008-1
Class A-3 Note Purchase Agreement.


 


“Series 2008-1 Class B-1 Contingent
Additional Interest” shall have the meaning set forth in Section 3.7(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class B-1 Contingent
Additional Interest Rate” shall have the meaning set forth in Section 3.7(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Class B-1 Global Notes”
shall have the meaning set forth in the Section 4.4(c) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class B-1 Initial
Principal Amount” means the aggregate initial outstanding principal amount
of the Series 2008-1 Class B-1 Notes, which is $75,000,000.


 


“Series 2008-1 Class B-1 Interest”
shall have the meaning set forth in Section 3.7(a) of the Series 2008-1
Supplement.


 


“Series 2008-1 Class B-1 Note Interest
Rate” shall have the meaning set forth in Section 3.7(a) of
the Series 2008-1 Supplement.


 


“Series 2008-1
Class B-1 Note Make Whole Mandatory Prepayment Premium” means an
amount equal to (x) Series 2008-1 Class B-1 Note Make Whole
Mandatory Prepayment Rate, multiplied by (y) the Additional
Subordinated Note Prepayment Amount (as defined in the Base Indenture).


 


“Series 2008-1
Class B-1 Note Make Whole Mandatory Prepayment Rate” means with
respect to any prepayments of principal of the Series 2008-1 Class B-1
Notes pursuant to Sections 3.8(c)(i), 3.8(c)(ii), 3.8(c)(iii), 3.8(c)(iv) and
3.8(c)(v) of the Series 2008-1 Supplement on any date of
determination, the excess, if any, of (A) the quotient of (x) the
discounted present value as of the related Series 2008-1 Note Make Whole 


 


31

















 


Premium
Calculation Date of all future installments of interest on and principal of
such Series 2008-1 Class B-1 Notes that the Co-Issuers would
otherwise be required to pay with respect to US $1 of principal on such Series 2008-1
Class B-1 Notes from the date of such prepayment to and including the Series 2008-1
Scheduled Maturity Date, determined by discounting monthly at a discount rate
equal to the applicable Treasury Rate, plus 50 basis points; divided
by (y) US $1 over (B) 1.00.


 


“Series 2008-1
Class B-1 Note Make Whole Optional Prepayment Premium” means with
respect to any prepayment of principal of the Series 2008-1 Class B-1
Notes pursuant to Section 3.8(e) of the Series 2008-1
Supplement on any date of determination, the excess, if any, of (x) the
discounted present value as of the related Series 2008-1 Note Make Whole
Premium Calculation Date of all future installments of interest on and
principal of such Series 2008-1 Class B-1 Notes that the Co-Issuers
would otherwise be required to pay on such Series 2008-1 Class B-1
Notes (or such portion thereof to be prepaid) from the date of such prepayment
to and including the Series 2008-1 Scheduled Maturity Date assuming the
entire unpaid principal amount (or such portion thereof to be prepaid) is
required to be paid on the date of such prepayment, determined by discounting
monthly at a discount rate equal to the applicable Treasury Rate, plus
50 basis points; over (y) the aggregate amount of the principal being so
prepaid.


 


“Series 2008-1 Class B-1 Note Make Whole
Premium” means (i) with respect to any
optional prepayment of principal of the Series 2008-1 Class B-1 Notes
pursuant to Section 3.8(e) of the Series 2008-1
Supplement, the Series 2008-1 Class B-1 Note Make Whole Optional
Prepayment Premium, and (ii) with respect to all other prepayments of
principal of the Series 2008-1 Class B-1 Notes pursuant to Sections
3.8(c)(i), 3.8(c)(ii), 3.8(c)(iii), 3.8(c)(iv) and 3.8(c)(v) of
the Series 2008-1 Supplement, the Series 2008-1 Class B-1 Note
Make Whole Mandatory Prepayment Premium.


 


“Series 2008-1 Class B-1
Noteholder” means the Person in whose name a Series 2008-1 Class B-1
Note is registered in the Note Register.


 


“Series 2008-1 Class B-1
Notes” shall have the meaning specified in “Designation” of the Series 2008-1
Supplement.


 


“Series 2008-1 Class B-1
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Series 2008-1 Class B-1 Initial
Principal Amount, minus (b) the aggregate amount of principal
payments (whether pursuant to a prepayment, a redemption or otherwise) made to Series 2008-1
Class B-1 Noteholders with respect to Series 2008-1 Class B-1
Notes on or prior to such date.  For
purposes of the Base Indenture, the “Series 2008-1 Class B-1
Outstanding Principal Amount” shall be deemed to be an “Outstanding
Principal Amount.”


 


“Series 2008-1 Class B-1 Stepped-Up
Interest Rate” shall have the meaning specified in Section 3.7(b) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Closing Date” means May 28,
2008.


 


32

















 


“Series 2008-1 Extension Election Period”
means (i) the period from the Series 2008-1 Scheduled Maturity Date
to the Series 2008-1 First Extended Scheduled Maturity Date and (ii) the
period from the Series 2008-1 First Extended Scheduled Maturity Date to
the Series 2008-1 Second Extended Scheduled Maturity Date, as applicable.


 


“Series 2008-1 Extension Elections” shall
have the meaning specified in Section 3.8(b)(ii) of the Series 2008-1
Supplement.


 


“Series 2008-1 Extension Periods” means,
collectively, the Series 2008-1 First Extension Period and the Series 2008-1
Second Extension Period.  For purposes of
the Base Indenture, each of the Series 2008-1 Extension Periods shall be
deemed to be an “Extension Period.”


 


“Series 2008-1 Final
Payment” means the payment of all accrued and unpaid interest on, and
principal of, all Outstanding Series 2008-1 Notes, the payment of all fees
and expenses and other amounts then due and payable under the Series 2008-1
Class A-2 Note Purchase Agreement and the Series 2008-1 Class A-3
Note Purchase Agreement and the termination in full of all Series 2008-1 Class A-2
Commitments and Series 2008-1 Class A-3 Commitments.


 


“Series 2008-1 Final Payment Date” means
the date on which the Series 2008-1 Final Payment is made.


 


“Series 2008-1 First Extended Scheduled
Maturity Date” shall have the meaning set forth in Section 3.8(b)(i) of
the Series 2008-1 Supplement.


 


“Series 2008-1 First Extension Election”
shall have the meaning set forth in Section 3.8(b)(i) of the Series 2008-1
Supplement.


 


“Series 2008-1 First Extension Period”
means, if the Series 2008-1 First Extension Election has been made
and become effective, the period from the Series 2008-1 Scheduled Maturity
Date to the Series 2008-1 First Extended Scheduled Maturity Date.


 


“Series 2008-1 Legal Final Maturity Date”
means the Payment Date occurring in June 2038.  For purposes of the Base Indenture, the “Series 2008-1
Legal Final Maturity Date” shall be deemed to be a “Series Legal Final
Maturity Date.”


 


“Series 2008-1 Lenders” means the Series 2008-1
Class A-2 Lenders together with the Series 2008-1 Class A-3
Lenders.


 


“Series 2008-1 Note Make Whole Premium”
means the Series 2008-1 Class A-1 Note Make Whole Premium or the Series 2008-1
Class B-1 Note Make Whole Premium, as applicable.


 


33

















 


“Series 2008-1 Note Make Whole Premium
Calculation Date” shall have the meaning set forth in Section 3.8(f) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Note Owner” means, with
respect to a Series 2008-1 Note that is a Book-Entry Note, the Person who
is the beneficial owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency that holds such Book-Entry Note, or on the books of a
Person maintaining an account with such Clearing Agency (directly or as an
indirect participant, in accordance with the rules of such Clearing
Agency).


 


“Series 2008-1 Noteholders” means, collectively,
the Series 2008-1 Senior Noteholders and the Series 2008-1
Subordinated Noteholders.


 


“Series 2008-1 Noteholders’ Statement”
means, with respect to the Series 2008-1 Notes, a statement substantially
in the form of Exhibit D to the Series 2008-1 Supplement.


 


“Series 2008-1 Notes” means, collectively,
the Series 2008-1 Senior Notes and the Series 2008-1 Subordinated
Notes.


 


“Series 2008-1 Outstanding Principal Amount”
means, with respect to any date, the sum of the Series 2008-1 Class A-1
Outstanding Principal Amount, plus the Series 2008-1 Class A-2
Outstanding Principal Amount, plus the Series 2008-1 Class A-3
Outstanding Principal Amount, plus the Series 2008-1 Class B-1
Outstanding Principal Amount.


 


“Series 2008-1 Prepayment” shall have the meaning
set forth in Section 3.8(g) of the Series 2008-1
Supplement.


 


“Series 2008-1
Prepayment Amount” shall have the meaning set forth in Section 3.8(g) of
the Series 2008-1 Supplement.


 


“Series 2008-1
Prepayment Date” shall have the meaning set forth in Section 3.8(g) of
the Series 2008-1 Supplement.


 


“Series 2008-1 Scheduled Maturity Date”
shall have the meaning set forth in Section 3.8(b) of the Series 2008-1
Supplement.


 


“Series 2008-1 Second Extended Scheduled
Maturity Date” shall have the meaning set forth in Section 3.8(b)(ii)of
the Series 2008-1 Supplement.


 


“Series 2008-1 Second Extension Election”
shall have the meaning set forth in Section 3.8(b)(ii) of the Series 2008-1
Supplement.


 


“Series 2008-1 Second Extension Period”
means, if the Series 2008-1 Second Extension Election has been made and
become effective, the period from the Series 2008-1 First Extended
Scheduled Maturity Date to the Series 2008-1 Second  Extended
Scheduled Maturity Date.


 


34

















 


“Series 2008-1 Senior Note Interest Amount”
means collectively, the Series 2008-1 Class A-1 Interest, the Series 2008-1
Class A-2 Interest and the Series 2008-1 Class A-3 Interest. For purposes of the Base Indenture, the Series 2008-1
Senior Note Interest Amount shall be
deemed to be the “Senior Note Interest Amount.”


 


“Series 2008-1
Senior Note Interest Reserve Account Required Amount” means:


 


(a)           with
respect to any Payment Date on which (A) the Three-Month DSCR for such
Payment Date and the two (2) immediately preceding Payment Dates is
greater than or equal to 2.75 times and (B) no Event of Default or Early
Amortization Event shall have occurred and be continuing, an amount equal to (x) the
sum of (i) the Class A-1 Interest Reserve Amount as of such Payment
Date, plus (ii) the Class A-2 Interest Reserve Amount as of
such Payment Date, plus (iii) the Class A-3 Interest Reserve
Amount as of such Payment Date, divided by (y) two (2);


 


(b)           with
respect to any other Payment Date, an amount equal to the sum of (i) the Class A-1
Interest Reserve Amount as of such Payment Date, plus (ii) the Class A-2
Interest Reserve Amount as of such Payment Date, plus (iii) the Class A-3
Interest Reserve Amount as of such Payment Date; and


 


(c)           with
respect to any Class A-3 Draw Date that is not a Payment Date, an amount
equal to the sum of (i) the Class A-1 Interest Reserve Amount as of
the immediately preceding Payment Date, plus (ii) the Class A-2
Interest Reserve Amount as of the immediately preceding Payment Date, plus
(iii) the Class A-3 Interest Reserve Amount as of such Class A-3
Draw Date; provided that such amount shall be divided by two (2),
if subclauses (A) and (B) of clause (a) of this definition are
true as of the prior Payment Date.


 


“Series 2008-1 Senior Noteholders” means,
collectively, the Series 2008-1 Class A-1 Noteholders, the Series 2008-1
Class A-2 Noteholders and the Series 2008-1 Class A-3
Noteholders.


 


“Series 2008-1 Senior Notes” means,
collectively, the Series 2008-1 Class A-1 Notes, the Series 2008-1
Class A-2 Notes and the Series 2008-1 Class A-3 Notes.


 


“Series 2008-1 Subordinated Noteholders”
means the Series 2008-1 Class B-1 Noteholders.


 


“Series 2008-1 Subordinated Notes” means
the Series 2008-1 Class B-1 Notes.


 


“Series 2008-1
Supplement” means the Series 2008-1 Supplement, dated as of the Series 2008-1
Closing Date by and among the Co-Issuers and the Trustee, as amended,
supplemented or otherwise modified from time to time.


 


35

















 


“Series 2008-1 Supplemental Definitions List”
shall have the meaning set forth in Article I of the Series 2008-1
Supplement.


 


“Similar Law” means any federal, state, local,
non-U.S. or other laws or regulations governing the investment of governmental
plans, certain church plans, and foreign plans, not subject to ERISA or the
provisions of Section 4975 of the Code, and the conduct of the fiduciaries
of such plans.


 


“Specified Rating Agencies” means any of
Standard & Poor’s, Moody’s or Fitch, as applicable.


 


“STAMP” has the meaning set forth in Section 4.6(a) of
the Series 2008-1 Supplement.


 


“Treasury Rate” means with respect to any date,
the yield to maturity (converted to a monthly equivalent rate) as of such date
of a United States Treasury security (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to such date (or, if such
statistical release is no longer published, any publicly available source of
similar market data)) having a term nearly as nearly as possible equal to the Series 2008-1
Scheduled Maturity Date and determined, if necessary, by interpolating linearly
between yields reported for various maturities if no maturity corresponds to
the Series 2008-1 Scheduled Maturity Date.


 


“Trust Indenture Act”  means the United States Trust Indenture Act
of 1939, as amended.


 


“U.S. Person” shall have the meaning set forth
in Section 4.1(a) of the Series 2008-1 Supplement.


 


“U.S. Resident” shall have the meaning set
forth in Section 4.1(a) of the Series 2008-1 Supplement.


 


“Unrestricted Class A-1 Global Notes”
shall have the meaning set forth in Sections 4.1(c) of the Series 2008-1
Supplement.


 


“Unrestricted Class B-1 Global Notes”
shall have the meaning set forth in Sections 4.4(c) of the Series 2008-1
Supplement.


 


“Unrestricted Global
Notes” means, collectively, the Unrestricted Class A-1 Global Notes
and the Unrestricted Class B-1 Global Notes.


 


36

















 


EXHIBIT A-1-1


 


FORM OF SERIES 2008-1 RESTRICTED RULE
144A CLASS A-1 GLOBAL NOTE


 


THIS FIXED RATE SERIES 2008-1 SENIOR NOTE, CLASS A-1
DUE 2038 (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED
STATES TO EITHER THE INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS BOTH A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (“RULE
144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE
1940 ACT), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO
WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT
DISCRETION, EACH OF WHICH IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A
QUALIFIED PURCHASER, AND NONE OF WHICH IS (1) A DEALER OF THE TYPE
DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS IT OWNS AND INVESTS
ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN SECURITIES OF ISSUERS
THAT ARE NOT AFFILIATED TO IT, (2) A PARTICIPANT-DIRECTED EMPLOYEE PLAN,
SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH
(a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO
IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A
PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE SOLELY BY
THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN, (3) FORMED OR CAPITALIZED
FOR THE SPECIFIC PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH
BENEFICIAL OWNER IS A QUALIFIED PURCHASER), (4) A CORPORATION,
PARTNERSHIP, COMMON TRUST FUND, SPECIAL TRUST, PENSION FUND OR RETIREMENT PLAN
IN WHICH THE SHAREHOLDERS, EQUITY OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL
OWNERS OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR
INVESTMENTS TO BE MADE, (5) IF FORMED ON OR BEFORE APRIL 30, 1996, AN
INVESTMENT COMPANY THAT RELIES ON THE EXCLUSION FROM THE DEFINITION OF “INVESTMENT
COMPANY” PROVIDED BY SECTION 3(c)(7) OF THE 1940 ACT (OR A FOREIGN
INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF RELYING ON SECTION 3(c)(7) WITH
RESPECT TO THOSE OF ITS HOLDERS THAT ARE U.S. PERSONS), UNLESS, WITH RESPECT TO
ITS TREATMENT AS A QUALIFIED PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF
ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON


 

















 


OR BEFORE APRIL 30, 1996, (6) AN ENTITY THAT,
IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER ACQUISITION OF A BENEFICIAL
INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN 40% OF ITS ASSETS IN
BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER SECURITIES OF THE CO-ISSUERS
(UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE QUALIFIED
PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION
PROVIDED BY RULE 144A OR (7) (I) (i) AN EMPLOYEE BENEFIT PLAN
DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT SUBJECT TO ERISA OR AN
ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, (ii) AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii) A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S. DEPARTMENT OF LABOR
REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY IS NOT
ACQUIRING OR HOLDING THIS NOTE FOR OR ON BEHALF OF OR WITH THE ASSETS OF ANY
PLAN OR (II) A PURCHASER THAT IS UNABLE TO REPRESENT AND WARRANT THAT THE
PURCHASE AND HOLDING OF THIS NOTE DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY APPLICABLE
SIMILAR LAW), OR (B) OUTSIDE THE UNITED STATES TO THE INITIAL PURCHASER OR
A SUBSEQUENT TRANSFEREE WHO IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON”
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) NOR A “U.S.
RESIDENT” AS DEFINED FOR PURPOSES OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT
OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR
SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
QUALIFIED PURCHASER, AND NONE OF WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN
COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. THE INITIAL PURCHASER
AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS
NOTE WILL MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE
INDENTURE.  THE INITIAL PURCHASER AND
EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS
NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED REGULATION S CLASS A-1
GLOBAL NOTE OR A RESTRICTED RULE 144A CLASS A-1 GLOBAL NOTE WILL BE
REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE
INDENTURE AND WILL BE DEEMED OR REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS
AND AGREEMENTS REFERRED TO IN THE INDENTURE.


 


2














 


THE CO-ISSUERS MAY REQUIRE
ANY HOLDER OF THIS NOTE WHO IS DETERMINED NOT TO HAVE BEEN (I) IF THIS
NOTE IS ACQUIRED IN THE UNITED STATES, BOTH A QUALIFIED INSTITUTIONAL BUYER AND
A QUALIFIED PURCHASER OR (II) IF THIS NOTE WAS ACQUIRED OUTSIDE OF THE
UNITED STATES, BOTH A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON NOR A U.S.
RESIDENT AT THE TIME OF ACQUISITION OF THIS NOTE TO SELL THIS NOTE TO A PERSON
WHO IS (A) BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (B) A QUALIFIED
PURCHASER AND NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S.


 


ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL
NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS,
THE TRUSTEE OR ANY INTERMEDIARY.


 


[THIS NOTE HAS BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES.  THE ISSUE PRICE,
AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE
OBTAINED BY WRITING TO THE MASTER MANAGER AT ITS ADDRESS SET FORTH IN THE
INDENTURE.](1)


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”),
A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE
THEREOF.  THIS NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED
OWNER, CEDE & CO., HAS AN INTEREST HEREIN.


 






(1) Insert as applicable.


 


3

















 


SERIES 2008-1 RESTRICTED RULE 144A 

CLASS A-1 GLOBAL NOTE


 


	
  No. [    ]

  	
   

  	
  $[                    ]

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: 67035U AA9


ISIN Number: US67035UAA97


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


[  ]%
FIXED RATE SERIES 2008-1 SENIOR NOTE, CLASS A-1


 


NUCO2 FUNDING LLC, a limited liability company
formed under the laws of the State of Delaware, NUCO2 LLC, a
limited liability company formed under the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed
under the laws of the State of Delaware, and NUCO2 IP LLC, a
limited liability company formed under the laws of the State of Delaware (herein
referred to, collectively, as the “Co-Issuers”), for value received,
hereby jointly and severally promise to pay to CEDE & CO. or
registered assigns, the principal sum of
[                              ]
($[                    ])
as provided below and in the Indenture (defined on reverse).  Payments of principal shall be payable in the
amounts and at the times set forth in the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due on the
Payment Date (as defined below) occurring in June 2038 (the “Series 2008-1
Legal Final Maturity Date”). The Co-Issuers shall pay interest on this
Fixed Rate Series 2008-1 Senior Note, Class A-1 (this “Note”),
at the Series 2008-1 Class A-1 Note Interest Rate, as such rate may
be adjusted in accordance with the terms of the Indenture, for each Interest
Period in accordance with the terms of the Indenture. Such interest will be
payable in arrears on the 25th day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each, a “Payment Date”),
commencing on July 25, 2008.  Such
amounts due on this Note will accrue for each Payment Date with respect to (i) initially,
the period from and including the Series 2008-1 Closing Date to but
excluding the Payment Date occurring in July 2008 (which shall be July 25,
2008) and (ii) thereafter, the period commencing on and including the
immediately preceding Payment Date and ending on but excluding such Payment
Date (each, an “Interest Period”), subject to the terms set forth in the
Indenture. Such amounts due on this Note with respect to the Note (and interest
on any defaulted payments of amounts due on this Note at the same rate or at
such other rate specified in the Indenture) will be computed in accordance with
the Indenture. In addition, under the circumstances set forth in the Indenture,
the Co-Issuers shall also pay contingent additional interest on this Note in
the form of the Series 2008-1 Class A-1 Contingent Additional
Interest, which shall be computed and shall be payable in the amounts and at
the times set forth in the Indenture.


 


4

















 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Co-Issuers with respect to this Note
shall be applied as provided in the Indenture.


 


This Note is subject to mandatory and
optional principal prepayments, as set forth in the Indenture.


 


Interests in this Note are exchangeable or
transferable in whole or in part for interests in a Restricted Regulation S Class A-1
Global Note or an Unrestricted Class A-1 Global Note; provided that
such transfer or exchange complies with the applicable provisions of the
Indenture relating to the transfer of the Notes. Interests in this Note in
certain circumstances may also be exchangeable or transferable in whole but not
in part for duly executed and issued registered Definitive Notes; provided
that such transfer or exchange complies with Article II of the Base
Indenture and Article IV of the Series 2008-1 Supplement.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.
Although a summary of certain provisions of the Indenture is set forth herein
and on the reverse hereof and made a part hereof, this Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the
Co-Issuers and the Trustee. A copy of the Indenture may be requested from the
Trustee by writing to the Trustee at: U.S. Bank National Association,
EP-MN-WS3D, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Structured
Finance/NuCO2, Facsimile:
(866) 831-7910.


 


Subject to the immediately
following paragraph, the Co-Issuers hereby certify and declare that all acts,
conditions and things required to be done and performed and to have happened
prior to the creation of this Note and to constitute it as the valid obligation
of the Co-Issuers, enforceable in accordance with its terms, have been done and
performed and have happened in due compliance with all applicable laws and in
accordance with the terms of the Indenture.


 


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual or facsimile signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


5

















 


IN WITNESS WHEREOF, each of the Co-Issuers has caused
this Series 2008-1 Restricted Rule 144A Class A-1 Global Note to
be duly executed by its respective duly authorized signatory or signatories, as
applicable, as of the day and year written below.


 


Dated:    
[                    ]


 


	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


6

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 2008-1 Notes issued under the
within-mentioned Indenture.


 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


7

















 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of Fixed Rate Series 2008-1 Senior Notes, Class A-1
of the Co-Issuers designated as their Fixed Rate Series 2008-1 Senior
Notes, Class A-1 (herein called the “Series 2008-1 Notes”),
all issued under (i) a Base Indenture, dated as of May 28, 2008 (such
Base Indenture, as amended, supplemented or modified, is herein called the “Base
Indenture”), by and among the Co-Issuers and U.S. Bank National Association, a national banking association, as
trustee (in such capacity, the “Trustee”, which term includes any
successor Trustee under the Base Indenture), administrative agent and as
securities intermediary, and (ii) a Series 2008-1 Supplement to
the Base Indenture, dated as of May 28, 2008 (such Series 2008-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2008-1 Supplement”), among the Co-Issuers and
the Trustee.  The Base Indenture,
together with all Series Supplements, as amended, supplemented or
otherwise modified from time to time by Supplements thereto in accordance with
its terms are referred to herein as the “Indenture”.  The Series 2008-1 Notes are subject to
all terms of the Indenture.  To the
extent not defined herein, all capitalized terms used in this Note shall have
the meanings assigned to them in or pursuant to the Indenture, as supplemented,
modified or amended.


 


The Series 2008-1 Notes
are and will be secured by the Collateral pledged as security therefor as
provided in the Indenture and in the Pledge Agreement.


 


The Notes will be issued in
minimum denominations of $100,000 and integral multiples of $ 1,000 in excess
thereof.


 


As provided for in the
Indenture, subject to certain specified conditions, the Series 2008-1
Notes may be prepaid, in whole but not in part, at the option of the
Co-Issuers. In addition, the Series 2008-1 Notes are subject to mandatory
principal prepayment provisions as provided for in the Indenture. With certain
exceptions, the Co-Issuers will be obligated to pay the Series 2008-1 Note
Make-Whole Premium relating to any Series 2008-1 Notes on any prepayment
of principal of any Series 2008-1 Notes on or prior to the Series 2008-1
Prepayment Date as described in the Indenture. As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Series 2008-1
Legal Final Maturity Date. All payments of principal relating to any Class of
Series 2008-1 Notes will be made pro rata to the
Holders of such Class of Series 2008-1 Notes.


 


The Person in whose name this Note is registered at
the close of business on any Record Date with respect to a Payment Date or any
date on which payments are permitted to be made as provided for in the
Indenture, shall be entitled to receive the principal, premium, if any, and
interest payable on such date notwithstanding the cancellation of this Note
upon any registration of transfer, exchange or substitution of this Note
subsequent to such Record Date, subject to any exceptions provided for in the
Indenture.


 


Interest and contingent
additional interest, if any, will each accrue on the Series 2008-1 Notes
at the rates set forth in the Indenture. The interest and contingent additional
interest, if any, will be computed on the basis set forth in the Indenture. The
amount of interest 


 


8

















 


payable
on the Series 2008-1 Notes on each Payment Date will be calculated as set
forth in the Indenture.


 


Payments of principal of and interest on this Note
are subordinated to the payment of certain other amounts in accordance with the
Priority of Payments in the Indenture.


 


If an Event of Default shall
occur and be continuing, this Note may become or be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Amounts payable in respect of this Note shall be made
by wire transfer in immediately available funds to an account maintained by the
Noteholder or its nominee, subject to the terms of the Indenture and any
exceptions therein.


 


Subject to the terms of the Indenture and any
exceptions therein, this Note may not be transferred, in whole or in part, to
any Person other than DTC or a nominee thereof, or to a successor Depository or
to a nominee of a successor Depository, and no such transfer to any such other
Person may be registered, in each case, except in the limited circumstances described
in the Indenture; provided, however, that (i) any transfer
of this Note that is issued in exchange for a Series 2008-1 Class A-1
Global Note or (ii) any transfer of a beneficial interest in a Series 2008-1
Class A-1 Global Note, in each case 
effected in accordance with the provisions of the Indenture, shall not
be prohibited.


 


As provided more fully in
the Indenture, each Holder of Series 2008-1 Notes, by acceptance of a Series 2008-1
Note, covenants and agrees that by accepting the benefits of the Indenture that
prior to the date that is one year and one day after the payment in full of all
amounts due to all Noteholders, such Series 2008-1 Noteholder will not
institute against, or join with any other Person in instituting against, any
Securitization Entity any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein
shall constitute a waiver of any right to indemnification, reimbursement or
other payment from the Securitization Entities pursuant to the Indenture or any
other Related Document.


 


It is the intent of the
Co-Issuers and each Holder of Series 2008-1 Notes that, under applicable
tax law, the Series 2008-1 Notes will evidence indebtedness of the
Co-Issuers or, if any of the Co-Issuers is disregarded as an entity separate
from its owner, such owner, secured by the Collateral. Each Holder of Series 2008-1
Notes, by the acceptance of this Note, hereby agrees to treat this Note (or
beneficial interests herein) for all purposes of federal, state, local and
foreign income or franchise Taxes and any other Tax imposed on or measured by
income, as indebtedness of the Co-Issuers or, if any Co-Issuer is disregarded as
an entity separate from its owner, such owner.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Co-Issuers and the rights of
the Holders of Series 2008-1 Notes under the Indenture at any time by the
Co-Issuers with the consent of the Control Party and without the consent of any
Holders of Series 2008-1 Notes. The Indenture also contains provisions
permitting the Control Party to waive compliance by the Co-Issuers with certain
provisions of the Indenture without the consent of any Holders of Series 2008-1
Notes. Any such consent or waiver of this Note (or any one or more predecessor 


 


9

















 


Notes) shall be conclusive and binding upon the Holder of this Note and
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.


 


The term “Co-Issuer” as used
in this Note includes any successor to the Co-Issuers under the Indenture.


 


The Series 2008-1 Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations set forth therein.


 


THIS NOTE
AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Co-Issuers, which is absolute and unconditional,
to pay the principal of and interest and premium, if any, on this Note at the
times, place and rate, and in the coin or currency herein prescribed.


 


To the extent that any Co-Issuer is or is deemed to be
a guarantor or surety of another Co-Issuer under the Indenture, this Note or
under any Related Document (in such capacity, a “Guarantor”), the
liability of each Co-Issuer as a Guarantor under the Indenture, this Note or
under any Related Document shall be irrevocable, absolute and unconditional
irrespective of, and each Co-Issuer hereby irrevocably waives any defenses it
may now have or hereafter acquire in any way relating to, any or all of the
following: (a) any lack of validity or enforceability of any Related
Document or any agreement or instrument relating thereto; (b) any change
in the time, manner or place of payment of, or in any other term of, all or any
of the Obligations of such other Co-Issuer (“Guaranteed Obligations”) or
any other Obligations of any other Co-Issuer under or in respect of the Related
Documents, or any other amendment or waiver of or any consent to departure from
any Related Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
other Co-Issuer or any of its Subsidiaries or otherwise; (c) any taking,
exchange, release or non-perfection of any Collateral or any other collateral,
or any taking, release or amendment or waiver of, or consent to departure from,
any other guaranty, for all or any of the Guaranteed Obligations; (d) any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Guaranteed Obligations or any other Obligations of any other Co-Issuer
under the Related Documents or any other assets of any other Co-Issuer or any
of its Subsidiaries; (e) any change, restructuring or termination of the
corporate structure or existence of any other Co-Issuer or any of its
Subsidiaries; (f) any failure of any Secured Party to disclose to any Co-Issuer
any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer now or
hereafter known to such Secured Party (and any duty on the part of the Secured
Parties to disclose such information is hereby waived); (g) the failure of
any other Person to execute or deliver any Related 


 


10

















 


Document or any
other guaranty or agreement or the release or reduction of liability of any
Guarantor or other guarantor or surety with respect to the Guaranteed
Obligations; or (h) any other circumstance (including, without limitation,
any statute of limitations) or any existence of or reliance on any
representation by any Secured Party that might otherwise constitute a defense
available to, or a discharge of, any other Co-Issuer or any other guarantor or
surety.


 


The provisions of the foregoing paragraph shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Secured Party or any other Person upon the insolvency,
bankruptcy or reorganization of any Co-Issuer or otherwise, all as though such
payment had not been made.


 


Each Co-Issuer in its capacity as a Guarantor (to the
extent applicable) hereby unconditionally and irrevocably waives: (a) promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any other
Co-Issuer or any other Person or any Collateral; (b) any right to revoke
this guaranty and acknowledges that this guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of
such Guarantor to proceed against any of the other Co-Issuers, any other
guarantor or any other Person or any Collateral and (y) any defense based
on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor pursuant to this Indenture and this Note; and (d) any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer or any
of its Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in its capacity as a Guarantor acknowledges
that (x) the Trustee may, without notice to or demand upon such Guarantor
and without affecting the liability of such Guarantor under the Related
Documents, foreclose under any mortgage by nonjudicial sale, and each Guarantor
hereby waives any defense to the recovery by the Trustee and the other Secured
Parties against such Guarantor of any deficiency after such nonjudicial sale
and any defense or benefits that may be afforded by applicable law and (y) it
will receive substantial direct and indirect benefits from the financing
arrangements contemplated by the Related Documents and that the waivers set
forth in the foregoing three paragraphs are knowingly made in contemplation of
such benefits.


 


11














 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee:                 


 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 


 




 





(name and address of assignee)


 


The within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints
                              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  (2)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  



 






(2) NOTE: The signature
to this assignment must correspond with the name of the registered owner as it
appears on the face of the within Note, without alteration, enlargement or any
change whatsoever.


 


12

















 


SCHEDULE OF EXCHANGES IN RESTRICTED RULE 144A


CLASS A-1 GLOBAL NOTE


 


The initial principal balance of this Restricted Rule 144A Class A-1
Global Note is
$[                  ].  The following exchanges of an interest in
this Restricted Rule 144A Class A-1 Global Note for an interest in a
corresponding Restricted Regulation S Class A-1 Global Note or
Unrestricted Class A-1 Global Note have been made:


 


	
  Date

  	
   

  	
  Amount of Increase

  (or Decrease) in the

  Principal Amount of

  this Restricted

  Rule 144A Class A-1

  Global Note

  	
   

  	
  Remaining Principal

  Amount of this

  Restricted Rule 144A

  Class A-1 Global

  Note following the

  Increase or Decrease

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee of

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


EXHIBIT A-1-2


 


FORM OF SERIES 2008-1 RESTRICTED
REGULATION S CLASS A-1 GLOBAL NOTE


 


THIS FIXED RATE SERIES 2008-1 SENIOR NOTE, CLASS A-1
DUE 2038 (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) IN THE


 


1

















 


UNITED STATES TO EITHER THE  INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE
WHO IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER”
(WITHIN THE MEANING OF THE 1940 ACT), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE
EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS BOTH A QUALIFIED
INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND NONE OF WHICH IS (1) A
DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS
IT OWNS AND INVESTS ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN
SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (2) A
PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER
TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF
RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE
144A THAT HOLDS THE ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH
RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF
SUCH PLAN, (3) FORMED OR CAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING
IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS A QUALIFIED
PURCHASER), (4) A CORPORATION, PARTNERSHIP, COMMON TRUST FUND, SPECIAL
TRUST, PENSION FUND OR RETIREMENT PLAN IN WHICH THE SHAREHOLDERS, EQUITY
OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, (5) IF
FORMED ON OR BEFORE APRIL 30, 1996, AN INVESTMENT COMPANY THAT RELIES ON THE
EXCLUSION FROM THE DEFINITION OF “INVESTMENT COMPANY” PROVIDED BY SECTION 3(c)(7) OF
THE 1940 ACT (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF
RELYING ON SECTION 3(c)(7) WITH RESPECT TO THOSE OF ITS HOLDERS THAT
ARE U.S. PERSONS), UNLESS, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED
PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF
ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30,
1996, (6) AN ENTITY THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER
ACQUISITION OF A BENEFICIAL INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN
40% OF ITS ASSETS IN BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER
SECURITIES OF THE CO-ISSUERS (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH
ENTITY’S SECURITIES ARE QUALIFIED PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON THE EXEMPTION
FROM SECURITIES ACT REGISTRATION PROVIDED BY RULE 144A OR (7) (I) (i) AN
EMPLOYEE BENEFIT PLAN DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT
SUBJECT TO ERISA OR AN ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A
PLAN, (ii) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii)
A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN 


 


2

















 


ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S.
DEPARTMENT OF LABOR REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY
IS NOT ACQUIRING OR HOLDING THIS NOTE FOR OR ON BEHALF OF OR WITH THE ASSETS OF
ANY PLAN OR (II) A PURCHASER THAT IS UNABLE TO REPRESENT AND WARRANT THAT
THE PURCHASE AND HOLDING OF THIS NOTE DOES NOT AND WILL NOT RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY APPLICABLE
SIMILAR LAW), OR (B) OUTSIDE THE UNITED STATES TO THE INITIAL PURCHASER OR
A SUBSEQUENT TRANSFEREE WHO IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON”
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) NOR A “U.S.
RESIDENT” AS DEFINED FOR PURPOSES OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT
OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR
SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
QUALIFIED PURCHASER, AND NONE OF WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN
COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.  THE INITIAL PURCHASER AND EACH SUBSEQUENT
TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL MAKE
THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE
INDENTURE.  THE INITIAL PURCHASER AND
EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS
NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED REGULATION S CLASS A-1
GLOBAL NOTE OR A RESTRICTED RULE 144A CLASS A-1 GLOBAL NOTE WILL BE
REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE
INDENTURE AND WILL BE DEEMED OR REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS
AND AGREEMENTS REFERRED TO IN THE INDENTURE.


 


THE CO-ISSUERS MAY REQUIRE
ANY HOLDER OF THIS NOTE WHO IS DETERMINED NOT TO HAVE BEEN (I) IF THIS
NOTE IS ACQUIRED IN THE UNITED STATES, BOTH A QUALIFIED INSTITUTIONAL BUYER AND
A QUALIFIED PURCHASER OR (II) IF THIS NOTE WAS ACQUIRED OUTSIDE OF THE
UNITED STATES, BOTH A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON NOR A U.S.
RESIDENT AT THE TIME OF ACQUISITION OF THIS NOTE TO SELL THIS NOTE TO A PERSON
WHO IS (A) BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (B) A QUALIFIED
PURCHASER AND NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S.


 


3

















 


ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL
NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS,
THE TRUSTEE OR ANY INTERMEDIARY.


 


[THIS NOTE HAS BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES.  THE ISSUE PRICE,
AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE
OBTAINED BY WRITING TO THE MASTER MANAGER AT ITS ADDRESS SET FORTH IN THE
INDENTURE.](1)


 


UNTIL 40 DAYS AFTER THE
INITIAL PURCHASER NOTIFIES THE CO-ISSUERS THAT THE RESALE OF THIS NOTE HAS BEEN
COMPLETED (THE “DISTRIBUTION COMPLIANCE PERIOD”) IN
CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF
THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO
CERTAIN CONDITIONS AND RESTRICTIONS.  THE
HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES
THAT SUCH HOLDER IS A QUALIFIED PURCHASER, AND THAT THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE
CO-ISSUERS THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY TO A QUALIFIED PURCHASER AND IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE
UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES.


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”),
A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE
THEREOF.  THIS NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE CO-ISSUERS
OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE
THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.


 






(1) Insert as
applicable.


 


4

















 


SERIES 2008-1 RESTRICTED REGULATION S 


CLASS A-1 GLOBAL NOTE


 


	
  No. [    ]

  	
  $[                    ]

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: U66983 AA2


ISIN Number: USU66983AA29


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


[ ]% FIXED RATE SERIES 2008-1 SENIOR NOTE, CLASS A-1


 


NUCO2 FUNDING LLC, a limited liability company
formed under the laws of the State of Delaware, NUCO2 LLC, a
limited liability company formed under the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed
under the laws of the State of Delaware, and NUCO2 IP LLC, a
limited liability company formed under the laws of the State of Delaware
(herein referred to, collectively, as the “Co-Issuers”), for value
received, hereby jointly and severally promise to pay to CEDE & CO. or
registered assigns, the principal sum of
[                          ]
($[                ])
as provided below and in the Indenture (defined on reverse). Payments of
principal shall be payable in the amounts and at the times set forth in the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due on the Payment Date (as defined below)
occurring in June 2038 (the “Series 2008-1 Legal Final Maturity Date”).
The Co-Issuers shall pay interest on this Fixed Rate Series 2008-1 Senior
Note, Class A-1 (this “Note”), at the Series 2008-1 Class A-1
Note Interest Rate, as such rate may be adjusted in accordance with the terms
of the Indenture, for each Interest Period in accordance with the terms of the
Indenture. Such interest will be payable in arrears on the 25th day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each, a “Payment Date”), commencing on July 25, 2008. Such amounts due
on this Note will accrue for each Payment Date with respect to (i) initially,
the period from and including the Series 2008-1 Closing Date to but
excluding the Payment Date occurring in July 2008 (which shall be July 25,
2008) and (ii) thereafter, the period commencing on and including the
immediately preceding Payment Date and ending on but excluding such Payment
Date (each, an “Interest Period”), subject to the terms set forth in the
Indenture. Such amounts due on this Note with respect to the Note (and interest
on any defaulted payments of amounts due on this Note at the same rate or at
such other rate specified in the Indenture) will be computed in accordance with
the Indenture. In addition, under the circumstances set forth in the Indenture,
the Co-Issuers shall also pay contingent additional interest on this Note in
the form of the Series 2008-1 Class A-


 


5

















 


1
Contingent Additional Interest, which shall be computed and shall be payable in
the amounts and at the times set forth in the Indenture.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Co-Issuers with respect to this Note
shall be applied as provided in the Indenture.


 


This Note is subject to mandatory and
optional principal prepayments, as set forth in the Indenture.


 


Interests in this Note are exchangeable or
transferable in whole or in part for interests in a Restricted Rule 144A Class
A-1 Global Note or an Unrestricted Class A-1 Global Note; provided
that such transfer or exchange complies with the applicable provisions of the
Indenture relating to the transfer of the Notes. Interests in this Note in
certain circumstances may also be exchangeable or transferable in whole but not
in part for duly executed and issued registered Definitive Notes; provided
that such transfer or exchange complies with Article II of the Base
Indenture and Article IV of the Series 2008-1 Supplement.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.
Although a summary of certain provisions of the Indenture is set forth herein
and on the reverse hereof and made a part hereof, this Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the
Co-Issuers and the Trustee. A copy of the Indenture may be requested from the
Trustee by writing to the Trustee at: U.S. Bank National Association,
EP-MN-WS3D, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Structured
Finance/NuCO2.  Facsimile: (866) 831-7910.


 


Subject to the immediately
following paragraph, the Co-Issuers hereby certify and declare that all acts,
conditions and things required to be done and performed and to have happened
prior to the creation of this Note and to constitute it as the valid obligation
of the Co-Issuers, enforceable in accordance with its terms, have been done and
performed and have happened in due compliance with all applicable laws and in
accordance with the terms of the Indenture.


 


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual or facsimile signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


IN WITNESS
WHEREOF, each of the Co-Issuers has caused this Series 2008-1 Restricted
Regulation S Class A-1 Global Note to be duly executed by its respective
duly authorized signatory or signatories, as applicable, as of the day and year
written below.


Dated:    
[                    ]


 


 


	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC, its
  Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


7






 










 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 2008-1 Notes issued under the
within-mentioned Indenture.


 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8

















 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of Fixed Rate Series 2008-1 Senior Notes, Class A-1
of the Co-Issuers designated as their Fixed Rate Series 2008-1 Senior
Notes, Class A-1 (herein called the “Series 2008-1 Notes”),
all issued under (i) a Base Indenture, dated as of May 28, 2008 (such
Base Indenture, as amended, supplemented or modified, is herein called the “Base
Indenture”), by and among the Co-Issuers and U.S. Bank National Association, a national banking association, as
trustee (in such capacity, the “Trustee”, which term includes any
successor Trustee under the Base Indenture), administrative agent and as
securities intermediary, and (ii) a Series 2008-1 Supplement to
the Base Indenture, dated as of May 28, 2008 (such Series 2008-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2008-1 Supplement”), among the Co-Issuers and
the Trustee.  The Base Indenture,
together with all Series Supplements, as amended, supplemented or
otherwise modified from time to time by Supplements thereto in accordance with
its terms are referred to herein as the “Indenture”.  The Series 2008-1 Notes are subject to
all terms of the Indenture. To the extent not defined herein, all capitalized
terms used in this Note shall have the meanings assigned to them in or pursuant
to the Indenture, as supplemented, modified or amended.


 


The Series 2008-1 Notes
are and will be secured by the Collateral pledged as security therefor as
provided in the Indenture and in the Pledge Agreement.


 


The Notes will be issued in
minimum denominations of $100,000 and integral multiples of $ 1,000 in excess
thereof.


 


As provided for in the
Indenture, subject to certain specified conditions, the Series 2008-1
Notes may be prepaid, in whole but not in part, at the option of the
Co-Issuers. In addition, the Series 2008-1 Notes are subject to mandatory
principal prepayment provisions as provided for in the Indenture. With certain
exceptions, the Co-Issuers will be obligated to pay the Series 2008-1 Note
Make-Whole Premium relating to any Series 2008-1 Notes on any prepayment
of principal of any Series 2008-1 Notes on or prior to the Series 2008-1
Prepayment Date as described in the Indenture. As described above, the entire
unpaid principal amount of this Note shall be due and payable on the Series 2008-1
Legal Final Maturity Date. All payments of principal relating to any Class of
Series 2008-1 Notes will be made pro  rata to the Holders of such
Class of Series 2008-1 Notes.


 


The Person in whose name this Note is registered at
the close of business on any Record Date with respect to a Payment Date or any
date on which payments are permitted to be made as provided for in the
Indenture, shall be entitled to receive the principal, premium, if any, and
interest payable on such date notwithstanding the cancellation of this Note
upon any registration of transfer, exchange or substitution of this Note
subsequent to such Record Date, subject to any exceptions provided for in the
Indenture.


 


9

















 


Interest and contingent
additional interest, if any, will each accrue on the Series 2008-1 Notes
at the rates set forth in the Indenture. The interest and contingent additional
interest, if any, will be computed on the basis set forth in the Indenture. The
amount of interest payable on the Series 2008-1 Notes on each Payment Date
will be calculated as set forth in the Indenture.


 


Payments of principal of and interest on this Note
are subordinated to the payment of certain other amounts in accordance with the
Priority of Payments in the Indenture.


 


If an Event of Default shall
occur and be continuing, this Note may become or be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Amounts payable in respect of this Note shall be made
by wire transfer in immediately available funds to an account maintained by the
Noteholder or its nominee, subject to the terms of the Indenture and any exceptions
therein.


 


Subject to the terms of the Indenture and any
exceptions therein, this Note may not be transferred, in whole or in part, to
any Person other than DTC or a nominee thereof, or to a successor Depository or
to a nominee of a successor Depository, and no such transfer to any such other
Person may be registered, in each case, except in the limited circumstances
described in the Indenture; provided, however, that  (i) any transfer of this Note that is
issued in exchange for a Series 2008-1 Class A-1 Global Note or (ii) any
transfer of a beneficial interest in a Series 2008-1 Class A-1 Global
Note, in each case effected in accordance with the provisions of the Indenture,
shall not be prohibited.


 


As provided more fully in
the Indenture, each Holder of Series 2008-1 Notes, by acceptance of a Series 2008-1
Note, covenants and agrees that by accepting the benefits of the Indenture that
prior to the date that is one year and one day after the payment in full of all
amounts due to all Noteholders, such Series 2008-1 Noteholder will not
institute against, or join with any other Person in instituting against, any
Securitization Entity any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein
shall constitute a waiver of any right to indemnification, reimbursement or
other payment from the Securitization Entities pursuant to the Indenture or any
other Related Document.


 


It is the intent of the
Co-Issuers and each Holder of Series 2008-1 Notes that, under applicable
tax law, the Series 2008-1 Notes will evidence indebtedness of the Co-Issuers
or, if any of the Co-Issuers is disregarded as an entity separate from its
owner, such owner, secured by the Collateral. Each Holder of Series 2008-1
Notes, by the acceptance of this Note, hereby agrees to treat this Note (or
beneficial interests herein) for all purposes of federal, state, local and
foreign income or franchise Taxes and any other Tax imposed on or measured by
income, as indebtedness of the Co-Issuers or, if any Co-Issuer is disregarded
as an entity separate from its owner, such owner.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Co-Issuers and the rights of
the Holders of Series 2008-1 Notes under the Indenture at any time by the
Co-Issuers with the consent of the Control Party and without the consent of any
Holders of Series 2008-1 


 


10

















 


Notes. The Indenture also contains provisions permitting the Control
Party to waive compliance by the Co-Issuers with certain provisions of the
Indenture without the consent of any Holders of Series 2008-1 Notes. Any
such consent or waiver of this Note (or any one or more predecessor Notes)
shall be conclusive and binding upon the Holder of this Note and all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.


 


The term “Co-Issuer” as used
in this Note includes any successor to the Co-Issuers under the Indenture.


 


The Series 2008-1 Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations set forth therein.


 


THIS NOTE
AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Co-Issuers, which is absolute and unconditional, to pay the principal of and
interest and premium, if any, on this Note at the times, place and rate, and in
the coin or currency herein prescribed.


 


To the extent that any Co-Issuer is or is deemed to be
a guarantor or surety of another Co-Issuer under the Indenture, this Note or
under any Related Document (in such capacity, a “Guarantor”), the
liability of each Co-Issuer as a Guarantor under the Indenture, this Note or
under any Related Document shall be irrevocable, absolute and unconditional
irrespective of, and each Co-Issuer hereby irrevocably waives any defenses it
may now have or hereafter acquire in any way relating to, any or all of the
following: (a) any lack of validity or enforceability of any Related
Document or any agreement or instrument relating thereto; (b) any change
in the time, manner or place of payment of, or in any other term of, all or any
of the Obligations of such other Co-Issuer (“Guaranteed Obligations”) or
any other Obligations of any other Co-Issuer under or in respect of the Related
Documents, or any other amendment or waiver of or any consent to departure from
any Related Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
other Co-Issuer or any of its Subsidiaries or otherwise; (c) any taking,
exchange, release or non-perfection of any Collateral or any other collateral,
or any taking, release or amendment or waiver of, or consent to departure from,
any other guaranty, for all or any of the Guaranteed Obligations; (d) any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Guaranteed Obligations or any other Obligations of any other Co-Issuer
under the Related Documents or any other assets of any other Co-Issuer or any
of its Subsidiaries; (e) any change, restructuring or termination of the
corporate structure or existence of any other Co-Issuer or any of its
Subsidiaries; (f) any failure of any Secured Party to disclose to any
Co-Issuer any information relating to the business, condition 


 


11

















 


(financial or
otherwise), operations, performance, properties or prospects of any other
Co-Issuer now or hereafter known to such Secured Party (and any duty on the
part of the Secured Parties to disclose such information is hereby waived); (g) the
failure of any other Person to execute or deliver any Related Document or any
other guaranty or agreement or the release or reduction of liability of any
Guarantor or other guarantor or surety with respect to the Guaranteed
Obligations; or (h) any other circumstance (including, without limitation,
any statute of limitations) or any existence of or reliance on any
representation by any Secured Party that might otherwise constitute a defense
available to, or a discharge of, any other Co-Issuer or any other guarantor or
surety.


 


The provisions of the foregoing paragraph shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Secured Party or any other Person upon the insolvency,
bankruptcy or reorganization of any Co-Issuer or otherwise, all as though such
payment had not been made.


 


Each Co-Issuer in its capacity as a Guarantor (to the
extent applicable) hereby unconditionally and irrevocably waives: (a) promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any other
Co-Issuer or any other Person or any Collateral; (b) any right to revoke
this guaranty and acknowledges that this guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of
such Guarantor to proceed against any of the other Co-Issuers, any other
guarantor or any other Person or any Collateral and (y) any defense based
on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor pursuant to this Indenture and this Note; and (d) any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer or any
of its Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in its capacity as a Guarantor
acknowledges that (x) the Trustee may, without notice to or demand upon
such Guarantor and without affecting the liability of such Guarantor under the
Related Documents, foreclose under any mortgage by nonjudicial sale, and each
Guarantor hereby waives any defense to the recovery by the Trustee and the
other Secured Parties against such Guarantor of any deficiency after such
nonjudicial sale and any defense or benefits that may be afforded by applicable
law and (y) it will receive substantial direct and indirect benefits from
the financing arrangements contemplated by the Related Documents and that the
waivers set forth in the foregoing three paragraphs are knowingly made in
contemplation of such benefits.


 


12

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee:       


 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 




 


 





(name and address of assignee)


 


The within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints
                              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  (1)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  



 






(1) NOTE: The signature
to this assignment must correspond with the name of the registered owner as it
appears on the face of the within Note, without alteration, enlargement or any
change whatsoever.


 


13

















 


SCHEDULE OF EXCHANGES IN RESTRICTED
REGULATION S


CLASS A-1 GLOBAL NOTE


 


The initial principal
balance of this Restricted Regulation S Class A-1 Global Note is
$[                  ].
The following exchanges of an interest in this Restricted Regulation S Class A-1
Global Note for an interest in a corresponding Restricted Rule 144A Class A-1
Global Note or Unrestricted Class A-1 Global Note have been made:


 


	
  Date

  	
   

  	
  Amount of Increase

  (or Decrease) in the

  Principal Amount of

  this Restricted

  Regulation S Class

  A-1 Global Note

  	
   

  	
  Remaining Principal

  Amount of this

  Restricted Regulation

  S Class A-1 Global

  Note following the

  Increase or Decrease

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee of

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


14

















 


EXHIBIT A-2


 


FORM OF SERIES 2008-1 CLASS A-2 NOTE


 


THIS SERIES 2008-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-2 (THIS “NOTE”), WHICH IS A
SERIES 2008-1 CLASS A-2 NOTE, HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION,
AND NONE OF NUCO2 FUNDING
LLC, NUCO2 LLC, NUCO2 SUPPLY LLC OR NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.  THIS NOTE AND ANY INTEREST HEREIN MAY BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED ONLY IN
ACCORDANCE WITH (I) THE PROVISIONS OF THE CLASS A-2 NOTE PURCHASE
AGREEMENT, DATED AS OF MAY 28, 2008 BY AND AMONG THE CO-ISSUERS, NUCO2, INC., AS MASTER MANAGER, NUCO2 MANAGEMENT LLC,
AS TRANSACTION MANAGER, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS
AND THE FUNDING AGENTS NAMED THEREIN AND UBS SECURITIES LLC, AS SERIES 2008-1 CLASS A-2
NOTE ADMINISTRATIVE AGENT AND (II) THE SERIES 2008-1 SUPPLEMENT, DATED AS
OF MAY 28, 2008 BY AND AMONG THE CO-ISSUERS AND THE TRUSTEE, EACH AS AMENDED
FROM TIME TO TIME.


 


1

















 


THE PRINCIPAL OF THIS
NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS
SET FORTH HEREIN.  ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.  ANY
PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE TRUSTEE.


 


REGISTERED


 


	
  No. [    ]

  	
  up to
  $30,000,000

  



 


SEE REVERSE FOR
CERTAIN CONDITIONS


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


SERIES 2008-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-2


 


NUCO2 FUNDING LLC, a limited liability company formed under the laws of
the State of Delaware, NUCO2 LLC, a limited liability company formed
under the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed under the laws of
the State of Delaware, and NUCO2 IP LLC, a limited liability company formed
under the laws of the State of Delaware (herein referred to, collectively, as
the “Co-Issuers”), for value received, hereby jointly and severally
promise to pay to [                              ], as Funding Agent, or registered assigns,
up to the principal sum of
[                            ]
($[              ])
or such lesser amount as shall equal the portion of the Series 2008-1 Class A-2
Outstanding Principal Amount evidenced by this Note as provided in the
Indenture and the Series 2008-1 Class A-2 Note Purchase
Agreement.  Payments of principal shall
be payable in the amounts and at the times set forth in the Indenture described
herein; provided, however, that the entire unpaid principal
amount of this Note shall be due on the Payment Date (as defined below)
occurring in June 2038 (the “Series 2008-1 Legal Final Maturity
Date”).  Pursuant to the Series 2008-1
Class A-2 Note Purchase Agreement and the Series 2008-1 Supplement,
the principal amount of this Note may be subject to increases or decreases on
any Business Day during the Commitment Term, and principal with respect to the Series 2008-1
Class A-2 Notes may be paid earlier than the Series 2008-1 Legal
Final Maturity Date as described in the Indenture.  The Co-Issuers shall pay interest on this Series 2008-1
Class A-2 Note (this “Note”) at the Series 2008-1 Class A-2
Note Interest Rate for each Interest Period in


 


2

















 


accordance with the terms of the Indenture.  Such amounts due on this Note will
be payable in arrears on the 25th day of each month or, if such 25th day is not
a Business Day, the next succeeding Business Day (each, a “Payment Date”),
commencing on July 25, 2008.  Such amounts due on this Note will accrue for
each Payment Date with respect to (i) initially, the period from and
including the Series 2008-1 Closing Date to but excluding the Payment Date
occurring in July 2008 (which shall be July 25, 2008) and (ii) thereafter,
a period commencing
on and including the immediately preceding Payment Date and ending on but
excluding such Payment Date (each, an “Interest Period”), subject
to the terms set forth in the Indenture. 
Such amounts due on
this Note with
respect to the Note (and interest on any defaulted payments of amounts due on
this Note at the same
rate or at such other rate specified in the Indenture) will be computed in
accordance with the Indenture.  In
addition, under the circumstances set forth in the Indenture, the Co-Issuers
shall also pay contingent additional interest on this Note at the Series 2008-1
Class A-2 Contingent Additional Interest Rate, and such contingent
additional interest shall be computed and shall be payable in the amounts and
at the times set forth in the Indenture. 
In addition to and not in limitation of the foregoing and the provisions
of the Indenture  and the Series 2008-1
Class A-2 Note Purchase Agreement, the Co-Issuers further jointly and
severally agree to pay to the holder of this Note such holder’s portion of the Series 2008-1
Class A-2 Senior Note Commitment Fee Amount and other fees, costs and
expense reimbursements, indemnification amounts and other amounts due and
payable in accordance with the Indenture and the Series 2008-1 Class A-2
Note Purchase Agreement.


 


The holder of this Note
is authorized to endorse on the schedules annexed hereto and made a part hereof
or on a continuation thereof which shall be attached hereto and made a part
hereof the date and amount of each increase and decrease with respect thereto
and the Series 2008-1 Class A-2 Note Interest Rate applicable
thereto.  Each such endorsement shall
constitute prima  facie evidence of the accuracy of the
information endorsed.  The failure to
make any such endorsement or any error in any such endorsement shall not affect
the obligations of the Co-Issuers in respect of the Series 2008-1 Class A-2
Outstanding Principal Amount.


 


The amounts due on this
Note are payable in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
All payments made by the Co-Issuers with respect to this Note shall be applied
as provided in the Indenture.


 


This Note is subject to
mandatory and optional prepayment, as set forth in the Indenture.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.
Although a summary of certain provisions of the Indenture is set forth herein
and on the reverse hereof and made a part hereof, this Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the
Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee
by writing to the Trustee at: U.S. Bank National
Association, EP-MN-


 


3

















 


WS3D,
60 Livingston Avenue, St. Paul, MN 55107, Attn: Structured Finance/NuCO2, Facsimile: (866) 831-7910.


 


Subject to the immediately
following paragraph, the Co-Issuers hereby certify and declare that all acts,
conditions and things required to be done and performed and to have happened
prior to the creation of this Note and to constitute it as the valid obligation
of the Co-Issuers, enforceable in accordance with its terms, have been done and
performed and have happened in due compliance with all applicable laws and in
accordance with the terms of the Indenture.


 


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual or facsimile signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


4






 










 


IN WITNESS WHEREOF, each of the Co-Issuers has caused
this Series 2008-1 Class A-2 Note to be duly executed by its
respective duly authorized signatory or signatories, as applicable, as of the
day and year written below.


 


Dated:   
[                    ]


	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


5

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 2008-1 Notes issued under the
within-mentioned Indenture.


 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


6

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Series 2008-1 Class A-2 Notes of the
Co-Issuers designated as their Series 2008-1 Variable Funding Senior Notes, Class A-2
(herein called the “Series 2008-1 Class A-2 Notes”), all
issued under (i) the Base Indenture, dated as of May 28, 2008 (such
Base Indenture, as amended, supplemented or modified, is herein called the “Base
Indenture”), by and among the Co-Issuers and U.S. Bank National
Association, a national banking association, as trustee (in such capacity, the “Trustee”,
which term includes any successor Trustee under the Base Indenture),
administrative agent and as securities intermediary and (ii) the Series 2008-1
Supplement to the Base Indenture, dated as of May 28, 2008 (as amended,
supplemented or modified from time to time, the “Series 2008-1
Supplement”), among the Co-Issuers and the Trustee.  The Base Indenture, together with all Series Supplements,
as amended, supplemented or otherwise modified from time to time by Supplements
thereto in accordance with its terms are referred to herein as the “Indenture”.  The Series 2008-1 Class A-2 Notes
are subject to all terms of the Indenture. To the extent not defined herein,
all capitalized terms in this Note shall have the meanings assigned to them in
or pursuant to the Indenture, as so supplemented, modified or amended.


 


The Series 2008-1 Class A-2
Notes are and will be secured by the Collateral pledged as security therefor as
provided in the Indenture.


 


As provided for in
the Indenture, the Series 2008-1 Class A-2 Notes may be prepaid, in
whole or in part, at the option of the Co-Issuers.  In addition, the Series 2008-1 Class A-2
Notes are subject to mandatory prepayment as provided for in the
Indenture.  As described above, the
entire unpaid principal amount of this Note shall be due and payable on the Series 2008-1
Legal Final Maturity Date. All payments of principal of the Series 2008-1 Class A-2
Notes will be made pro  rata to the holders of Series 2008-1 Class A-2
Notes entitled thereto.


 


The Person in whose name
this Note is registered at the close of business on any Record Date with
respect to a Payment Date or any date on which payments are permitted to be
made as provided for in the Indenture, shall be entitled to receive the
principal, premium, if any, and interest payable on such date notwithstanding
the cancellation of this Note upon any registration of transfer, exchange or
substitution of this Note subsequent to such Record Date, subject to any
exceptions provided for in the Indenture.


 


Interest and fees and
contingent additional interest, if any, will each accrue on the Series 2008-1
Class A-2 Notes at the rates set forth in the Indenture.  Such amounts will be computed on the basis
set forth in the Indenture. Amounts payable on the Series 2008-1 Class A-2
Notes on each Payment Date will be calculated as set forth in the Indenture.


 


Payments of amounts due
on this Note are subordinated to the payment of certain other amounts in
accordance with the Priority of Payments.


 


7

















 


If an Event of Default
shall occur and be continuing, this Note may become or be declared due and
payable in the manner and with the effect provided in the Indenture.


 


Amounts payable in
respect of this Note shall be made by wire transfer in immediately available
funds to an account maintained by the Noteholder or its nominee, subject to the
terms of the Indenture, the Series 2008-1 Class A-2 Note Purchase
Agreement and any exceptions therein.


 


Subject to the terms of
the Indenture, the Series 2008-1 Class A-2 Note Purchase Agreement
and any exceptions therein, this Note may be transferred in whole or in part,
in an amount equivalent to an authorized denomination, by surrendering this
Note at the applicable Corporate Trust Office, with the form of transfer
endorsed on it duly completed and executed by, or accompanied by a written
instrument of transfer in form satisfactory to the Co-Issuers and the Registrar
by, the Holder hereof or his attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, and accompanied by
such certificates and documentation set forth in the Indenture.  In exchange for the proper presentment for
transfer of this Note, the Co-Issuers shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Notes for the same aggregate principal amount as was transferred, all
as more fully described in the Indenture.


 


As provided more fully in
the Indenture, each Series 2008-1 Class A-2 Noteholder, by acceptance
of a Series 2008-1 Class A-2 Note, covenants and agrees that by accepting
the benefits of the Indenture that prior to the date that is one year and one
day after the payment in full of all amounts due to all Noteholders, such Series 2008-1
Class A-2 Noteholder will not institute against, or join with any other
Person in instituting against, any Securitization Entity any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any federal or state bankruptcy or similar law; provided,
however, that nothing herein shall constitute a waiver of any right to
indemnification, reimbursement or other payment from the Securitization
Entities pursuant to the Indenture or any other Related Document.


 


It is the intent of the
Co-Issuers and each Series 2008-1 Class A-2 Noteholder that, under
applicable tax law, the Series 2008-1 Class A-2 Notes will evidence
indebtedness of the Co-Issuers or, if any of the Co-Issuers is disregarded as
an entity separate from its owner, such owner, secured by the Collateral.  Each Series 2008-1 Class A-2
Noteholder, by the acceptance of this Note, hereby agrees to treat this Note
(or beneficial interests herein in the case of a Note Owner) for purposes of
all federal, state, local and foreign income or franchise Taxes and any other
Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if
any Co-Issuer is disregarded as an entity separate from its owner, such owner.


 


8

















 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Co-Issuers and the rights of
the Series 2008-1 Class A-2 Noteholders under the Indenture at any
time by the Co-Issuers with the consent of the Control Party and without the
consent of any Series 2008-1 Class A-2 Noteholders.  The Indenture also contains provisions permitting
the Control Party to waive compliance by the Co-Issuers with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences without the consent of any Series 2008-1 Class A-2
Noteholders. Any such consent or waiver of this Note (or any one or more
predecessor Notes) shall be conclusive and binding upon such Series 2008-1
Class A-2 Noteholders and upon all future Series 2008-1 Class A-2
Noteholders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.


 


The term “Co-Issuer” as
used in this Note includes any successor to the Co-Issuers and any Additional
Co-Issuers under the Indenture.


 


The Series 2008-1 Class A-2
Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations set forth therein.


 


THIS NOTE AND THE INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


No reference herein to
the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Co-Issuers, which is absolute and unconditional,
to pay the amounts due on this Note at the times, place and rate, and in the
coin or currency herein prescribed.


 


To the extent that any
Co-Issuer is or is deemed to be a guarantor or surety of another Co-Issuer
under the Indenture, this Note or under any Related Document (in such capacity,
a “Guarantor”), the liability of each Co-Issuer as a Guarantor under the
Indenture, this Note or under any Related Document shall be irrevocable,
absolute and unconditional irrespective of, and each Co-Issuer hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to, any or all of the following: (a) any lack of validity or
enforceability of any Related Document or any agreement or instrument relating
thereto; (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations of such other Co-Issuer (“Guaranteed
Obligations”) or any other Obligations of any other Co-Issuer under or in
respect of the Related Documents, or any other amendment or waiver of or any
consent to departure from any Related Document, including, without limitation,
any increase in the Guaranteed Obligations resulting from the extension of
additional credit to any other Co-Issuer or any of its Subsidiaries or
otherwise; (c) any taking, exchange, release or non-perfection of any
Collateral or any other collateral, or any taking, release or amendment or
waiver of, or consent to departure from, any other guaranty, for all or any of
the Guaranteed Obligations; (d) any manner of application of Collateral or
any other collateral, or proceeds thereof, to all or any of the Guaranteed 


 


9

















 


Obligations, or any
manner of sale or other disposition of any Collateral or any other collateral
for all or any of the Guaranteed Obligations or any other Obligations of any
other Co-Issuer under the Related Documents or any other assets of any other
Co-Issuer or any of its Subsidiaries; (e) any change, restructuring or
termination of the corporate structure or existence of any other Co-Issuer or
any of its Subsidiaries; (f) any failure of any Secured Party to disclose
to any Co-Issuer any information relating to the business, condition (financial
or otherwise), operations, performance, properties or prospects of any other
Co-Issuer now or hereafter known to such Secured Party (and any duty on the
part of the Secured Parties to disclose such information is hereby waived); (g) the
failure of any other Person to execute or deliver any Related Document or any
other guaranty or agreement or the release or reduction of liability of any
Guarantor or other guarantor or surety with respect to the Guaranteed
Obligations; or (h) any other circumstance (including, without limitation,
any statute of limitations) or any existence of or reliance on any
representation by any Secured Party that might otherwise constitute a defense
available to, or a discharge of, any other Co-Issuer or any other guarantor or
surety.


 


The provisions of the
foregoing paragraph shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Secured Party or any other
Person upon the insolvency, bankruptcy or reorganization of any Co-Issuer or
otherwise, all as though such payment had not been made.


 


Each Co-Issuer in its
capacity as a Guarantor (to the extent applicable) hereby unconditionally and
irrevocably waives: (a) promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default,
acceleration, protest or dishonor and any other notice with respect to any of
the Guaranteed Obligations and any requirement that any Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust
any right or take any action against any other Co-Issuer or any other Person or
any Collateral; (b) any right to revoke this guaranty and acknowledges
that this guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Co-Issuers, any other guarantor
or any other Person or any Collateral and (y) any defense based on any
right of set-off or counterclaim against or in respect of the Obligations of
such Guarantor pursuant to this Indenture and this Note; and (d) any duty
on the part of any Secured Party to disclose to such Guarantor any matter, fact
or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer or any
of its Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in its
capacity as a Guarantor acknowledges that (x) the Trustee may, without
notice to or demand upon such Guarantor and without affecting the liability of
such Guarantor under the Related Documents, foreclose under any mortgage by
nonjudicial sale, and each Guarantor hereby waives any defense to the recovery
by the Trustee and the other Secured Parties against such Guarantor of any
deficiency after such 


 


10

















 


nonjudicial sale and any
defense or benefits that may be afforded by applicable law and (y) it will
receive substantial direct and indirect benefits from the financing
arrangements contemplated by the Related Documents and that the waivers set
forth in the foregoing three paragraphs are knowingly made in contemplation of
such benefits.


 


[Remainder of page intentionally
left blank]


 


11

















 


ASSIGNMENT


 


Social Security or
taxpayer I.D. or other identifying number of assignee:


 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 




 


 





(name and address
of assignee)


 


the within  Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
                                        ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
  (1)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 






(1)                                  NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note, without
alteration, enlargement or any change whatsoever.


 


12






 










 


INCREASES
AND DECREASES


 


	
  Date

  	
   

  	
  Unpaid

  Principal

  Amount

  	
   

  	
  Increase

  	
   

  	
  Decrease

  	
   

  	
  Total

  	
   

  	
  Series

  2008-1

  Class A-2

  Note

  Interest

  Rate

  	
   

  	
  Interest Period

  (if applicable)

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


EXHIBIT A-3


 


FORM OF SERIES 2008-1 CLASS A-3 NOTE


 


THIS  SERIES  2008-1  VARIABLE  FUNDING  SENIOR  NOTE,  CLASS  A-3  (THIS  “NOTE”),  WHICH  IS  A  SERIES  2008-1  CLASS  A-3  NOTE,  HAS  NOT  BEEN  AND  WILL  NOT  BE  REGISTERED  UNDER  THE  UNITED  STATES  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  WITH  ANY  SECURITIES  REGULATORY  AUTHORITY  OF  ANY  STATE  OR  OTHER  RELEVANT  JURISDICTION,  AND  NONE  OF  NUCO2 FUNDING  LLC,  NUCO2 LLC,  NUCO2 SUPPLY  LLC  OR  NUCO2 IP  LLC  (THE  “CO-ISSUERS”)  HAS  BEEN  REGISTERED  UNDER  THE  INVESTMENT  COMPANY  ACT  OF  1940,  AS  AMENDED.  THIS  NOTE  AND  ANY  INTEREST  HEREIN  MAY  BE  TRANSFERRED,  ASSIGNED,  EXCHANGED  OR  OTHERWISE  PLEDGED  OR  CONVEYED  ONLY  IN  ACCORDANCE  WITH  (I)  THE  PROVISIONS  OF  THE  CLASS  A-3  NOTE  PURCHASE  AGREEMENT,  DATED  AS  OF  MAY  28,  2008  BY  AND  AMONG  THE  CO-ISSUERS,  NUCO2,  INC.,  AS  MASTER  MANAGER,  NUCO2 MANAGEMENT  LLC,  AS  TRANSACTION  MANAGER,  THE  CONDUIT  INVESTORS,  THE  COMMITTED  NOTE  PURCHASERS  AND  THE  FUNDING AGENTS NAMED THEREIN AND UBS SECURITIES LLC, AS
SERIES 2008-1 CLASS A-3 NOTE ADMINISTRATIVE AGENT AND (II) THE SERIES
2008-1 SUPPLEMENT, DATED AS OF MAY 28, 2008 BY AND AMONG THE CO-ISSUERS
AND THE TRUSTEE, EACH AS AMENDED FROM TIME TO TIME.


 


1

















 


THE PRINCIPAL OF THIS
NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS
SET FORTH HEREIN.  ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.  ANY
PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE TRUSTEE.


 


REGISTERED


 


	
  No. [    ]

  	
  up to
  $20,000,000

  



 


SEE REVERSE FOR
CERTAIN CONDITIONS


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


SERIES 2008-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-3


 


NUCO2 FUNDING LLC, a limited liability company formed under the laws of
the State of Delaware, NUCO2 LLC, a limited liability company formed
under the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed under the laws of
the State of Delaware, and NUCO2 IP LLC, a limited liability company formed
under the laws of the State of Delaware (herein referred to, collectively, as
the “Co-Issuers”), for value received, hereby jointly and severally
promise to pay to [                              ], as Funding Agent, or registered assigns,
up to the principal sum of
[                            ]
($[              ])
or such lesser amount as shall equal the portion of the Series 2008-1 Class A-3
Outstanding Principal Amount evidenced by this Note as provided in the
Indenture and the Series 2008-1 Class A-3 Note Purchase
Agreement.  Payments of principal shall
be payable in the amounts and at the times set forth in the Indenture described
herein; provided, however, that the entire unpaid principal
amount of this Note shall be due on the Payment Date (as defined below)
occurring in June 2038 (the “Series 2008-1 Legal Final Maturity
Date”).  Pursuant to the Series 2008-1
Class A-3 Note Purchase Agreement and the Series 2008-1 Supplement,
the principal amount of this Note may be subject to increases or decreases on
any Business Day during the Commitment Term, and principal with respect to the Series 2008-1
Class A-3 Notes may be paid earlier than the Series 2008-1 Legal
Final Maturity Date as described in the Indenture.  The Co-Issuers shall pay interest on this Series 2008-1
Class A-3 Note (this “Note”) at the Series 2008-1 Class A-3
Note Interest Rate for each Interest Period in


 


2

















 


accordance with the terms of the Indenture.  Such amounts due on this Note will
be payable in arrears on the 25th day of each month or, if such 25th day is not
a Business Day, the next succeeding Business Day (each, a “Payment Date”),
commencing on July 25, 2008.  Such amounts due on this Note will accrue for
each Payment Date with respect to (i) initially, the period from and
including the Series 2008-1 Closing Date to but excluding the Payment Date
occurring in July 2008 (which shall be July 25, 2008) and (ii) thereafter,
a period commencing
on and including the immediately preceding Payment Date and ending on but
excluding such Payment Date (each, an “Interest Period”) subject
to the terms set forth in the Indenture. 
Such amounts due on
this Note with
respect to the Note (and interest on any defaulted payments of amounts due on
this Note at the same
rate or at such other rate specified in the Indenture) will be computed in
accordance with the Indenture.  In
addition, under the circumstances set forth in the Indenture, the Co-Issuers
shall also pay contingent additional interest on this Note at the Series 2008-1
Class A-3 Contingent Additional Interest Rate, and such contingent
additional interest shall be computed and shall be payable in the amounts and
at the times set forth in the Indenture. 
In addition to and not in limitation of the foregoing and the provisions
of the Indenture and the Series 2008-1 Class A-3 Note Purchase
Agreement, the Co-Issuers further jointly and severally agree to pay to the
holder of this Note such holder’s portion of the Series 2008-1 Class A-3
Senior Note Commitment Fee Amount and other fees, costs and expense
reimbursements, indemnification amounts and other amounts due and payable in
accordance with the Indenture and the Series 2008-1 Class A-3 Note
Purchase Agreement.


 


The holder of this Note
is authorized to endorse on the schedules annexed hereto and made a part hereof
or on a continuation thereof which shall be attached hereto and made a part
hereof the date and amount of each increase and decrease with respect thereto
and the Series 2008-1 Class A-3 Note Interest Rate applicable
thereto.  Each such endorsement shall
constitute prima facie evidence of the accuracy of the
information endorsed.  The failure to
make any such endorsement or any error in any such endorsement shall not affect
the obligations of the Co-Issuers in respect of the Series 2008-1 Class A-3
Outstanding Principal Amount.


 


The amounts due on this
Note are payable in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
All payments made by the Co-Issuers with respect to this Note shall be applied
as provided in the Indenture.


 


This Note is subject to
mandatory and optional prepayment, as set forth in the Indenture.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Note.
Although a summary of certain provisions of the Indenture is set forth herein
and on the reverse hereof and made a part hereof, this Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Co-Issuers and
the Trustee. A copy of the Indenture may be requested from the Trustee by
writing to the Trustee at: U.S. Bank National Association, EP-MN-


 


3

















 


WS3D, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Structured
Finance/NuCO2, Facsimile:
(866) 831-7910.


 


Subject to the
immediately following paragraph, the Co-Issuers hereby certify and declare that
all acts, conditions and things required to be done and performed and to have
happened prior to the creation of this Note and to constitute it as the valid
obligation of the Co-Issuers, enforceable in accordance with its terms, have
been done and performed and have happened in due compliance with all applicable
laws and in accordance with the terms of the Indenture.


 


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual or facsimile signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


4

















 


IN WITNESS WHEREOF, each of the Co-Issuers has caused
this Series 2008-1 Class A-3 Note to be duly executed by its
respective duly authorized signatory or signatories, as applicable, as of the
day and year written below.


 


	
  Dated:
  [                    ]

  	
   

  
	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


5

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 2008-1 Notes issued under the
within-mentioned Indenture.


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


6

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Series 2008-1 Class A-3 Notes of the
Co-Issuers designated as their Series 2008-1 Variable Funding Senior
Notes, Class A-3 (herein called the “Series 2008-1 Class A-3
Notes”), all issued under (i) the Base Indenture, dated as of May 28,
2008 (such Base Indenture, as amended, supplemented or modified, is herein
called the “Base Indenture”), by and among the Co-Issuers and U.S. Bank
National Association, a national banking association, as trustee (in such
capacity, the “Trustee”, which term includes any successor Trustee under
the Base Indenture), administrative agent and as securities intermediary and (ii) the
Series 2008-1 Supplement to the Base Indenture, dated as of May 28,
2008 (as amended, supplemented or modified from time to time, the “Series 2008-1
Supplement”), among the Co-Issuers and the Trustee.  The Base Indenture, together with all Series Supplements,
as amended, supplemented or otherwise modified from time to time by Supplements
thereto in accordance with its terms are referred to herein as the “Indenture”.  The Series 2008-1 Class A-3 Notes
are subject to all terms of the Indenture. 
To the extent not defined herein, all capitalized terms used in this
Note shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented, modified or amended.


 


The Series 2008-1 Class A-3
Notes are and will be secured by the Collateral pledged as security therefor as
provided in the Indenture.


 


As provided for in
the Indenture, the Series 2008-1 Class A-3 Notes may be prepaid, in
whole or in part, at the option of the Co-Issuers.  In addition, the Series 2008-1 Class A-3
Notes are subject to mandatory prepayment as provided for in the
Indenture.  As described above, the
entire unpaid principal amount of this Note shall be due and payable on the Series 2008-1
Legal Final Maturity Date. All payments of principal of the Series 2008-1 Class A-3
Notes will be made pro  rata to the holders of Series 2008-1 Class A-3
Notes entitled thereto.


 


The Person in whose name
this Note is registered at the close of business on any Record Date with
respect to a Payment Date or any date on which payments are permitted to be
made as provided for in the Indenture, shall be entitled to receive the
principal, premium, if any, and interest payable on such date notwithstanding
the cancellation of this Note upon any registration of transfer, exchange or
substitution of this Note subsequent to such Record Date, subject to any
exceptions provided for in the Indenture.


 


Interest and fees and
contingent additional interest, if any, will each accrue on the Series 2008-1
Class A-3 Notes at the rates set forth in the Indenture.  Such amounts will be computed on the basis
set forth in the Indenture. Amounts payable on the Series 2008-1 Class A-3
Notes on each Payment Date will be calculated as set forth in the Indenture.


 


Payments of amounts due
on this Note are subordinated to the payment of certain other amounts in
accordance with the Priority of Payments.


 


7

















 


If an Event of Default
shall occur and be continuing, this Note may become or be declared due and
payable in the manner and with the effect provided in the Indenture.


 


Amounts payable in
respect of this Note shall be made by wire transfer in immediately available
funds to an account maintained by the Noteholder or its nominee, subject to the
terms of the Indenture, the Series 2008-1 Class A-3 Note Purchase
Agreement and any exceptions therein.


 


Subject to the terms of
the Indenture, the Series 2008-1 Class A-3 Note Purchase Agreement
and any exceptions therein, this Note may be transferred in whole or in part,
in an amount equivalent to an authorized denomination, by surrendering this
Note at the applicable Corporate Trust Office, with the form of transfer
endorsed on it duly completed and executed by, or accompanied by a written
instrument of transfer in form satisfactory to the Co-Issuers and the Registrar
by, the Holder hereof or his attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, and accompanied by
such certificates and documentation set forth in the Indenture.  In exchange for the proper presentment for
transfer of this Note, the Co-Issuers shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Notes for the same aggregate principal amount as was transferred, all
as more fully described in the Indenture.


 


As provided more fully in
the Indenture, each Series 2008-1 Class A-3 Noteholder, by acceptance
of a Series 2008-1 Class A-3 Note, covenants and agrees that by
accepting the benefits of the Indenture that prior to the date that is one year
and one day after the payment in full of all amounts due to all Noteholders,
such Series 2008-1 Class A-3 Noteholder will not institute against,
or join with any other Person in instituting against, any Securitization Entity
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any federal or state bankruptcy or
similar law; provided, however, that nothing herein shall
constitute a waiver of any right to indemnification, reimbursement or other
payment from the Securitization Entities pursuant to the Indenture or any other
Related Document.


 


It is the intent of the
Co-Issuers and each Series 2008-1 Class A-3 Noteholder that, under
applicable tax law, the Series 2008-1 Class A-3 Notes will evidence
indebtedness of the Co-Issuers or, if any of the Co-Issuers is disregarded as
an entity separate from its owner, such owner, secured by the Collateral.  Each Series 2008-1 Class A-3
Noteholder, by the acceptance of this Note, hereby agrees to treat this Note
(or beneficial interests herein in the case of a Note Owner) for purposes of
all federal, state, local and foreign income or franchise Taxes and any other
Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if
any Co-Issuer is disregarded as an entity separate from its owner, such owner.


 


8














 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Co-Issuers and the rights of the Series 2008-1 Class A-3
Noteholders under the Indenture at any time by the Co-Issuers with the consent
of the Control Party and without the consent of any Series 2008-1 Class A-3
Noteholders.  The Indenture also contains
provisions permitting the Control Party to waive compliance by the Co-Issuers
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences without the consent of any Series 2008-1 Class A-3
Noteholders. Any such consent or waiver of this Note (or any one or more
predecessor Notes) shall be conclusive and binding upon such Series 2008-1
Class A-3 Noteholders and upon all future Series 2008-1 Class A-3
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.


 


The term “Co-Issuer” as used in this Note includes any
successor to the Co-Issuers and any Additional Co-Issuers under the Indenture.


 


The Series 2008-1 Class A-3 Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations set forth therein.


 


THIS NOTE AND THE INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Co-Issuers, which is absolute and unconditional, to pay the amounts due on this
Note at the times, place and rate, and in the coin or currency herein
prescribed.


 


To the extent that any Co-Issuer is or is deemed to be
a guarantor or surety of another Co-Issuer under the Indenture, this Note or
under any Related Document (in such capacity, a “Guarantor”), the
liability of each Co-Issuer as a Guarantor under the Indenture, this Note or
under any Related Document shall be irrevocable, absolute and unconditional
irrespective of, and each Co-Issuer hereby irrevocably waives any defenses it
may now have or hereafter acquire in any way relating to, any or all of the
following: (a) any lack of validity or enforceability of any Related
Document or any agreement or instrument relating thereto; (b) any change
in the time, manner or place of payment of, or in any other term of, all or any
of the Obligations of such other Co-Issuer (“Guaranteed Obligations”) or
any other Obligations of any other Co-Issuer under or in respect of the Related
Documents, or any other amendment or waiver of or any consent to departure from
any Related Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
other Co-Issuer or any of its Subsidiaries or otherwise; (c) any taking,
exchange, release or non-perfection of any Collateral or any other collateral,
or any taking, release or amendment or waiver of, or consent to departure from,
any other guaranty, for all or any of the Guaranteed Obligations; (d) any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed 


 


9

















 


Obligations, or any manner of sale or other disposition of any
Collateral or any other collateral for all or any of the Guaranteed Obligations
or any other Obligations of any other Co-Issuer under the Related Documents or
any other assets of any other Co-Issuer or any of its Subsidiaries; (e) any
change, restructuring or termination of the corporate structure or existence of
any other Co-Issuer or any of its Subsidiaries; (f) any failure of any
Secured Party to disclose to any Co-Issuer any information relating to the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Co-Issuer now or hereafter known to such
Secured Party (and any duty on the part of the Secured Parties to disclose such
information is hereby waived); (g) the failure of any other Person to execute
or deliver any Related Document or any other guaranty or agreement or the
release or reduction of liability of any Guarantor or other guarantor or surety
with respect to the Guaranteed Obligations; or (h) any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, any other Co-Issuer or
any other guarantor or surety.


 


The provisions of the foregoing paragraph shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by any Secured Party or any other Person upon the insolvency,
bankruptcy or reorganization of any Co-Issuer or otherwise, all as though such
payment had not been made.


 


Each Co-Issuer in its capacity as a Guarantor (to the
extent applicable) hereby unconditionally and irrevocably waives: (a) promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any other
Co-Issuer or any other Person or any Collateral; (b) any right to revoke
this guaranty and acknowledges that this guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of
such Guarantor to proceed against any of the other Co-Issuers, any other
guarantor or any other Person or any Collateral and (y) any defense based
on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor pursuant to this Indenture and this Note; and (d) any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer or any
of its Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in its capacity as a Guarantor
acknowledges that (x) the Trustee may, without notice to or demand upon
such Guarantor and without affecting the liability of such Guarantor under the
Related Documents, foreclose under any mortgage by nonjudicial sale, and each
Guarantor hereby waives any defense to the recovery by the Trustee and the
other Secured Parties against such Guarantor of any deficiency after such 


 


10

















 


nonjudicial sale and any defense or benefits that may be afforded by
applicable law and (y) it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Related Documents
and that the waivers set forth in the foregoing three paragraphs are knowingly
made in contemplation of such benefits.


 


[Remainder of page intentionally
left blank]


 


11

















 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying number of
assignee:


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto


 




 





(name and address of
assignee)


 


the within  Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
                                        ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
							



 






(1)          NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note, without
alteration, enlargement or any change whatsoever.


 


12

















 


INCREASES AND
DECREASES


 


	
  Date

  	
   

  	
  Unpaid

  Principal

  Amount

  	
   

  	
  Increase

  	
   

  	
  Decrease

  	
   

  	
  Total

  	
   

  	
  Series

  2008-1

  Class A-3

  Note

  Interest

  Rate

  	
   

  	
  Interest Period

  (if applicable)

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


EXHIBIT B-1-1


 


FORM OF SERIES 2008-1 RESTRICTED RULE 144A CLASS B-1 GLOBAL
NOTE


 


THIS FIXED RATE SERIES 2008-1 SUBORDINATED NOTE, CLASS B-1
DUE 2038 (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED
STATES TO EITHER THE  INITIAL PURCHASER
OR A SUBSEQUENT TRANSFEREE WHO IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED
PURCHASER” (WITHIN THE MEANING OF THE 1940 ACT), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT
TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS BOTH A
QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND NONE OF WHICH IS (1) A
DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS
IT OWNS AND INVESTS ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN
SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (2) A
PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER
TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF
RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE
144A THAT HOLDS THE ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH
RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF
SUCH PLAN, (3) FORMED OR CAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING
IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS A QUALIFIED
PURCHASER), (4) A CORPORATION, PARTNERSHIP, COMMON TRUST FUND, SPECIAL
TRUST, PENSION FUND OR RETIREMENT PLAN IN WHICH THE SHAREHOLDERS, EQUITY
OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR PARTICIPANTS, AS
APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, (5) IF
FORMED ON OR BEFORE APRIL 30, 1996, AN INVESTMENT COMPANY THAT RELIES ON THE
EXCLUSION FROM THE DEFINITION OF “INVESTMENT COMPANY” PROVIDED BY SECTION 3(c)(7) OF
THE 1940 ACT (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF
RELYING ON SECTION 3(c)(7) WITH RESPECT TO THOSE OF ITS HOLDERS THAT
ARE U.S. PERSONS), UNLESS, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED
PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND


 


1

















 


REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF ITS
BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, (6) AN
ENTITY THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER ACQUISITION OF A
BENEFICIAL INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN 40% OF ITS
ASSETS IN BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER SECURITIES OF THE
CO-ISSUERS (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE
QUALIFIED PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT
REGISTRATION PROVIDED BY RULE 144A OR (7) (I) (i) AN EMPLOYEE
BENEFIT PLAN DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT SUBJECT TO
ERISA OR AN ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, (ii) AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii) A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S. DEPARTMENT OF LABOR
REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY IS NOT ACQUIRING OR
HOLDING THIS NOTE FOR OR ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN OR (II) A
PURCHASER THAT IS UNABLE TO REPRESENT AND WARRANT THAT THE PURCHASE AND HOLDING
OF THIS NOTE DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY APPLICABLE SIMILAR LAW),
OR (B) OUTSIDE THE UNITED STATES TO THE INITIAL PURCHASER OR A SUBSEQUENT
TRANSFEREE WHO IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) NOR A “U.S.
RESIDENT” AS DEFINED FOR PURPOSES OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT
OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR
SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
QUALIFIED PURCHASER, AND NONE OF WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN
COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. THE INITIAL PURCHASER
AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN
THIS NOTE WILL MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO
IN THE INDENTURE.  THE INITIAL PURCHASER
AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN
THIS NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED REGULATION S CLASS B-1
GLOBAL NOTE OR A RESTRICTED RULE 144A CLASS B-1 GLOBAL NOTE WILL BE
REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE
INDENTURE AND WILL BE DEEMED OR 


 


2

















 


REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND
AGREEMENTS REFERRED TO IN THE INDENTURE.


 


THE CO-ISSUERS MAY REQUIRE ANY HOLDER OF THIS
NOTE WHO IS DETERMINED NOT TO HAVE BEEN (I) IF THIS NOTE IS ACQUIRED IN
THE UNITED STATES, BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED
PURCHASER OR (II) IF THIS NOTE WAS ACQUIRED OUTSIDE OF THE UNITED STATES,
BOTH A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON NOR A U.S. RESIDENT AT THE
TIME OF ACQUISITION OF THIS NOTE TO SELL THIS NOTE TO A PERSON WHO IS (A) BOTH
A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, OR (B) A QUALIFIED PURCHASER AND
NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION MEETING THE
REQUIREMENTS OF REGULATION S.


 


ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY
INTERMEDIARY.


 


[THIS NOTE HAS BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES.  THE ISSUE PRICE,
AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE
OBTAINED BY WRITING TO THE MASTER MANAGER AT ITS ADDRESS SET FORTH IN THE
INDENTURE.](1)


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55
WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.  UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS
OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE
THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.


 






(1) Insert as applicable.


 


3

















 


SERIES 2008-1 RESTRICTED RULE 144A CLASS B-1 GLOBAL NOTE


 


	
  No. [    ]

  	
  $[                      ]

  	
   

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: 67035U AB7


ISIN Number: US67035UAB70


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


[  ] % FIXED RATE SERIES 2008-1
SUBORDINATED NOTE, CLASS B-1


 


NUCO2 FUNDING LLC, a limited liability company
formed under the laws of the State of Delaware, NUCO2 LLC, a limited liability company formed under
the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed
under the laws of the State of Delaware, and NUCO2 IP LLC, a limited liability company formed
under the laws of the State of Delaware (herein referred to, collectively, as
the “Co-Issuers”), for value received, hereby jointly and severally
promise to pay to CEDE & CO. or registered assigns, the principal sum
of [                              ]
($[                  ])
as provided below and in the Indenture (defined on reverse). Payments of
principal shall be payable in the amounts and at the times set forth in the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due on the Payment Date (as defined below)
occurring in June 2038 (the “Series 2008-1 Legal Final Maturity
Date”).  The Co-Issuers shall pay
interest on this Fixed Rate Series 2008-1 Subordinated Note, Class B-1
(this “Note”), at the Series 2008-1 Class B-1 Note Interest
Rate, as such rate may be adjusted in accordance with the terms of the
Indenture, for each Interest Period in accordance with the terms of the
Indenture.  Such interest will be payable
in arrears on the 25th day of each month or, if such day is not a Business Day,
the next succeeding Business Day (each, a “Payment Date”), commencing on
July 25, 2008. Such amounts due on this Note will accrue for each Payment
Date with respect to (i) initially, the period from and including the Series 2008-1
Closing Date to but excluding the Payment Date occurring in July 2008
(which shall be July 25, 2008) and (ii) thereafter, the period
commencing on and including the immediately preceding Payment Date and ending
on but excluding such Payment Date (each, an “Interest Period”), subject
to the terms set forth in the Indenture. Such amounts due on this Note with
respect to the Note (and interest on any defaulted payments of amounts due on
this Note at the same rate or at such other rate specified in the Indenture)
will be computed in accordance with the Indenture. In addition, under the
circumstances set forth in the Indenture, the Co-Issuers shall also pay
contingent additional interest on this Note in the form of the Series 2008-1



 


4

















 


Class B-1 Contingent Additional Interest, which
shall be computed and shall be payable in the amounts and at the times set
forth in the Indenture.


 


The principal of and interest on this Note are
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. All
payments made by the Co-Issuers with respect to this Note shall be applied as
provided in the Indenture.


 


This Note is subject to mandatory and optional principal prepayments,
as set forth in the Indenture.


 


Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Regulation S Class B-1 Global Note or an Unrestricted Class B-1
Global Note; provided that such transfer or exchange complies with the
applicable provisions of the Indenture relating to the transfer of the Notes.
Interests in this Note in certain circumstances may also be exchangeable or
transferable in whole but not in part for duly executed and issued registered
Definitive Notes; provided that such transfer or exchange complies with Article II
of the Base Indenture and Article IV of the Series 2008-1
Supplement.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note. Although a summary of certain
provisions of the Indenture is set forth herein and on the reverse hereof and
made a part hereof, this Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Co-Issuers and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: U.S. Bank National Association, EP-MN-WS3D, 60 Livingston Avenue,
St. Paul, MN 55107, Attn: Structured Finance/NuCO2. Facsimile: (866) 831-7910.


 


Subject to the immediately following paragraph, the Co-Issuers hereby
certify and declare that all acts, conditions and things required to be done
and performed and to have happened prior to the creation of this Note and to
constitute it as the valid obligation of the Co-Issuers, enforceable in
accordance with its terms, have been done and performed and have happened in
due compliance with all applicable laws and in accordance with the terms of the
Indenture.


 


Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual or facsimile signature, this
Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


5














 


IN WITNESS WHEREOF, each of the Co-Issuers has caused
this Series 2008-1 Restricted Rule 144A Class B-1 Global Note to
be duly executed by its respective duly authorized signatory or signatories, as
applicable, as of the day and year written below.


 


	
  Dated:   [                    ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  NuCO2 Inc., its
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
						



 


6

















 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Series 2008-1 Notes issued under the within-mentioned Indenture.


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


7

















 


[REVERSE
OF NOTE]


 


This Note is one of a duly authorized issue of Fixed Rate Series 2008-1
Subordinated Notes, Class B-1 of the Co-Issuers designated as their Fixed
Rate Series 2008-1 Subordinated Notes, Class B-1 (herein called the “Series 2008-1
Notes”), all issued under (i) a Base Indenture, dated as of May 28,
2008 (such Base Indenture, as amended, supplemented or modified, is herein
called the “Base Indenture”), by and among the Co-Issuers and U.S. Bank
National Association,
a national banking association, as trustee (in such capacity, the “Trustee”,
which term includes any successor Trustee under the Base Indenture),
administrative agent and as securities intermediary, and (ii) a Series 2008-1
Supplement to the Base Indenture, dated as of May 28, 2008 (such Series 2008-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2008-1 Supplement”), among the Co-Issuers and
the Trustee.  The Base Indenture,
together with all Series Supplements, as amended, supplemented or
otherwise modified from time to time by Supplements thereto in accordance with
its terms are referred to herein as the “Indenture”.  The Series 2008-1 Notes are subject to
all terms of the Indenture.  To the
extent not defined herein, all capitalized terms used in this Note shall have
the meanings assigned to them in or pursuant to the Indenture, as supplemented,
modified or amended.


 


The Series 2008-1 Notes are and will be secured by the Collateral
pledged as security therefor as provided in the Indenture and in the Pledge
Agreement.


 


The Notes will be issued in minimum denominations of
$100,000 and integral multiples of $ 1,000 in excess thereof.


 


As provided for in the Indenture, subject to certain
specified conditions, the Series 2008-1 Notes may be prepaid, in whole but
not in part, at the option of the Co-Issuers. In addition, the Series 2008-1
Notes are subject to mandatory principal prepayment provisions as provided for
in the Indenture. With certain exceptions, the Co-Issuers will be obligated to
pay the Series 2008-1 Note Make-Whole Premium relating to any Series 2008-1
Notes on any prepayment of principal of any Series 2008-1 Notes on or
prior to the Series 2008-1 Prepayment Date as described in the Indenture.
As described above, the entire unpaid principal amount of this Note shall be
due and payable on the Series 2008-1 Legal Final Maturity Date. All
payments of principal relating to any Class of Series 2008-1 Notes
will be made pro  rata to the Holders of such Class of Series 2008-1
Notes.


 


The Person in whose name this Note is registered at the close of
business on any Record Date with respect to a Payment Date or any date on which
payments are permitted to be made as provided for in the Indenture, shall be
entitled to receive the principal, premium, if any, and interest payable on
such date notwithstanding the cancellation of this Note upon any registration
of transfer, exchange or substitution of this Note subsequent to such Record
Date, subject to any exceptions provided for in the Indenture.


 


Interest and contingent additional interest, if any, will each accrue
on the Series 2008-1 Notes at the rates set forth in the Indenture. The
interest and contingent additional interest, if any, will be computed on the
basis set forth in the Indenture. The amount of interest 


 


8

















 


payable on the Series 2008-1
Notes on each Payment Date will be calculated as set forth in the Indenture.


 


Payments
of principal of and interest on this Note are subordinated to the payment of
certain other amounts in accordance with the Priority of Payments in the
Indenture.


 


If an Event of Default shall occur and be
continuing, this Note may become or be declared due and payable in the manner
and with the effect provided in the Indenture.


 


Amounts
payable in respect of this Note shall be made by wire transfer in immediately
available funds to an account maintained by the Noteholder or its nominee,
subject to the terms of the Indenture and any exceptions therein.


 


Subject to the
terms of the Indenture and any exceptions therein, this Note may not be
transferred, in whole or in part, to any Person other than DTC or a nominee
thereof, or to a successor Depository or to a nominee of a successor
Depository, and no such transfer to any such other Person may be registered, in
each case, except in the limited circumstances described in the Indenture; provided,
however, that (i) any transfer of this Note that is issued in
exchange for a Series 2008-1 Class B-1 Global Note or (ii) any
transfer of a beneficial interest in a Series 2008-1 Class B-1 Global
Note, in each case effected in accordance with the provisions of the Indenture,
shall not be prohibited.


 


As provided more fully in the Indenture, each Holder of Series 2008-1
Notes, by acceptance of a Series 2008-1 Note, covenants and agrees that by
accepting the benefits of the Indenture that prior to the date that is one year
and one day after the payment in full of all amounts due to all Noteholders,
such Series 2008-1 Noteholder will not institute against, or join with any
other Person in instituting against, any Securitization Entity any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any federal or state bankruptcy or similar law; provided,
however, that nothing herein shall constitute a waiver of any right to
indemnification, reimbursement or other payment from the Securitization
Entities pursuant to the Indenture or any other Related Document.


 


It is the intent of the Co-Issuers and each Holder of Series 2008-1
Notes that, under applicable tax law, the Series 2008-1 Notes will
evidence indebtedness of the Co-Issuers or, if any of the Co-Issuers is
disregarded as an entity separate from its owner, such owner, secured by the
Collateral. Each Holder of Series 2008-1 Notes, by the acceptance of this
Note, hereby agrees to treat this Note (or beneficial interests herein) for all
purposes of federal, state, local and foreign income or franchise Taxes and any
other Tax imposed on or measured by income, as indebtedness of the Co-Issuers
or, if any Co-Issuer is disregarded as an entity separate from its owner, such
owner.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Co-Issuers and the rights of the Holders of Series 2008-1 Notes under the
Indenture at any time by the Co-Issuers with the consent of the Control Party
and without the consent of any Holders of Series 2008-1 Notes. The
Indenture also contains provisions permitting the Control Party to waive
compliance by the Co-Issuers with certain provisions of the Indenture without
the consent of any Holders of Series 2008-1 Notes. Any such consent or
waiver of this Note (or any one or more predecessor 


 


9

















 


Notes)
shall be conclusive and binding upon the Holder of this Note and all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.


 


The term “Co-Issuer” as used in this Note includes any successor to the
Co-Issuers under the Indenture.


 


The Series 2008-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.


 


THIS NOTE AND THE INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK).


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Co-Issuers, which is absolute and
unconditional, to pay the principal of and interest and premium, if any, on
this Note at the times, place and rate, and in the coin or currency herein
prescribed.


 


To the extent that
any Co-Issuer is or is deemed to be a guarantor or surety of another Co-Issuer
under the Indenture, this Note or under any Related Document (in such capacity,
a “Guarantor”), the liability of each Co-Issuer as a Guarantor under the
Indenture, this Note or under any Related Document shall be irrevocable,
absolute and unconditional irrespective of, and each Co-Issuer hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to, any or all of the following: (a) any lack of validity or
enforceability of any Related Document or any agreement or instrument relating
thereto; (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations of such other Co-Issuer (“Guaranteed
Obligations”) or any other Obligations of any other Co-Issuer under or in
respect of the Related Documents, or any other amendment or waiver of or any
consent to departure from any Related Document, including, without limitation,
any increase in the Guaranteed Obligations resulting from the extension of
additional credit to any other Co-Issuer or any of its Subsidiaries or
otherwise; (c) any taking, exchange, release or non-perfection of any
Collateral or any other collateral, or any taking, release or amendment or
waiver of, or consent to departure from, any other guaranty, for all or any of
the Guaranteed Obligations; (d) any manner of application of Collateral or
any other collateral, or proceeds thereof, to all or any of the Guaranteed
Obligations, or any manner of sale or other disposition of any Collateral or
any other collateral for all or any of the Guaranteed Obligations or any other
Obligations of any other Co-Issuer under the Related Documents or any other
assets of any other Co-Issuer or any of its Subsidiaries; (e) any change,
restructuring or termination of the corporate structure or existence of any
other Co-Issuer or any of its Subsidiaries; (f) any failure of any Secured
Party to disclose to any Co-Issuer any information relating to the business,
condition (financial or otherwise), operations, performance, properties or
prospects of any other Co-Issuer now or hereafter known to such Secured Party
(and any duty on the part of the Secured Parties to disclose such information
is hereby waived); (g) the failure of any other 


 


10

















 


Person to execute or deliver
any Related Document or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or (h) any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, any other Co-Issuer or
any other guarantor or surety.


 


The provisions of
the foregoing paragraph shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Secured Party or any other
Person upon the insolvency, bankruptcy or reorganization of any Co-Issuer or
otherwise, all as though such payment had not been made.


 


Each Co-Issuer in
its capacity as a Guarantor (to the extent applicable) hereby unconditionally
and irrevocably waives: (a) promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default,
acceleration, protest or dishonor and any other notice with respect to any of
the Guaranteed Obligations and any requirement that any Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust
any right or take any action against any other Co-Issuer or any other Person or
any Collateral; (b) any right to revoke this guaranty and acknowledges
that this guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Guarantor or other rights of such Guarantor to
proceed against any of the other Co-Issuers, any other guarantor or any other
Person or any Collateral and (y) any defense based on any right of set-off
or counterclaim against or in respect of the Obligations of such Guarantor
pursuant to this Indenture and this Note; and (d) any duty on the part of
any Secured Party to disclose to such Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Co-Issuer or any of its
Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in
its capacity as a Guarantor acknowledges that (x) the Trustee may, without
notice to or demand upon such Guarantor and without affecting the liability of
such Guarantor under the Related Documents, foreclose under any mortgage by
nonjudicial sale, and each Guarantor hereby waives any defense to the recovery
by the Trustee and the other Secured Parties against such Guarantor of any
deficiency after such nonjudicial sale and any defense or benefits that may be
afforded by applicable law and (y) it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by the Related
Documents and that the waivers set forth in the foregoing three paragraphs are
knowingly made in contemplation of such benefits.


 


11

















 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying number of
assignee:


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto


 




 





(name and address of assignee)


 


 


The within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints
                              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 






(1)        NOTE: The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note, without alteration,
enlargement or any change whatsoever.


 


12

















 


SCHEDULE OF
EXCHANGES IN RESTRICTED RULE 144A CLASS B-1 GLOBAL NOTE


 


The
initial principal balance of this Restricted Rule 144A Class B-1
Global Note is
$[                  ].
The following exchanges of an interest in this Restricted Rule 144A Class B-1
Global Note for an interest in a corresponding Restricted Regulation S Class B-1
Global Note or Unrestricted Class B-1 Global Note have been made:


 


	
  Date

  	
   

  	
  Amount of Increase

  (or Decrease) in the

  Principal Amount of

  this Restricted Rule

  144A Class B-1

  Global Note

  	
   

  	
  Remaining Principal

  Amount of this

  Restricted Rule 144A

  Class B-1 Global

  Note following the

  Increase or Decrease

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee of

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13














 


EXHIBIT B-1-2


 


FORM OF SERIES 2008-1 RESTRICTED
REGULATION S CLASS B-1 GLOBAL NOTE


 


THIS FIXED RATE SERIES 2008-1 SUBORDINATED NOTE, CLASS B-1
DUE 2038 (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT
JURISDICTION, AND NONE OF NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC AND NUCO2 IP LLC (THE “CO-ISSUERS”) HAS BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO EITHER THE  INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE
WHO IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER”
(WITHIN THE MEANING OF THE 1940 ACT), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE
EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS BOTH A QUALIFIED
INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, AND NONE OF WHICH IS (1) A
DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A UNLESS
IT OWNS AND INVESTS ON A DISCRETIONARY BASIS NOT LESS THAN $25,000,000 IN
SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (2) A
PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER
TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF
RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE
144A THAT HOLDS THE ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH
RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF
SUCH PLAN, (3) FORMED OR CAPITALIZED FOR THE SPECIFIC PURPOSE OF INVESTING
IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS A QUALIFIED
PURCHASER), (4) A CORPORATION, PARTNERSHIP, COMMON TRUST FUND, SPECIAL
TRUST, PENSION FUND OR RETIREMENT PLAN IN WHICH THE SHAREHOLDERS, EQUITY OWNERS,
PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE
THE PARTICULAR INVESTMENTS TO BE MADE, (5) IF FORMED ON OR BEFORE APRIL
30, 1996, AN INVESTMENT COMPANY THAT RELIES ON THE EXCLUSION FROM THE
DEFINITION OF “INVESTMENT COMPANY” PROVIDED BY SECTION 3(c)(7) OF THE
1940 ACT (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF
RELYING ON SECTION 3(c)(7) WITH RESPECT TO THOSE OF ITS HOLDERS THAT
ARE U.S. PERSONS), UNLESS, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED
PURCHASER, IT HAS, IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF
THE 1940 ACT AND THE RULES AND


 


1

















 


REGULATIONS THEREUNDER, RECEIVED THE CONSENT OF ITS
BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, (6) AN
ENTITY THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER ACQUISITION OF A
BENEFICIAL INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN 40% OF ITS
ASSETS IN BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER SECURITIES OF THE
CO-ISSUERS (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE
QUALIFIED PURCHASERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT
REGISTRATION PROVIDED BY RULE 144A OR (7) (I) (i) AN EMPLOYEE
BENEFIT PLAN DESCRIBED IN SECTION 3(3) OF ERISA BUT NOT SUBJECT TO
ERISA OR AN ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, (ii) AN
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF ERISA, (iii) A PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975
OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT UNDER U.S. DEPARTMENT OF LABOR
REGULATIONS, AS MODIFIED (EACH, A “PLAN”), AND SUCH ENTITY IS NOT ACQUIRING OR
HOLDING THIS NOTE FOR OR ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN OR (II) A
PURCHASER THAT IS UNABLE TO REPRESENT AND WARRANT THAT THE PURCHASE AND HOLDING
OF THIS NOTE DOES NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY APPLICABLE SIMILAR LAW),
OR (B) OUTSIDE THE UNITED STATES TO THE INITIAL PURCHASER OR A SUBSEQUENT
TRANSFEREE WHO IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) NOR A “U.S.
RESIDENT” AS DEFINED FOR PURPOSES OF THE 1940 ACT, ACTING FOR ITS OWN ACCOUNT
OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR
SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A
QUALIFIED PURCHASER, AND NONE OF WHICH ARE A U.S. PERSON OR A U.S. RESIDENT, IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN
COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.  THE INITIAL PURCHASER AND EACH SUBSEQUENT
TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL MAKE
THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE
INDENTURE.  THE INITIAL PURCHASER AND
EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS
NOTE IN THE FORM OF AN INTEREST IN A RESTRICTED REGULATION S CLASS B-1
GLOBAL NOTE OR A RESTRICTED RULE 144A CLASS B-1 GLOBAL NOTE WILL BE
REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE
INDENTURE AND WILL BE DEEMED OR 


 


2

















 


REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND
AGREEMENTS REFERRED TO IN THE INDENTURE.


 


THE CO-ISSUERS MAY REQUIRE
ANY HOLDER OF THIS NOTE WHO IS DETERMINED NOT TO HAVE BEEN (I) IF THIS
NOTE IS ACQUIRED IN THE UNITED STATES, BOTH A QUALIFIED INSTITUTIONAL BUYER AND
A QUALIFIED PURCHASER OR (II) IF THIS NOTE WAS ACQUIRED OUTSIDE OF THE
UNITED STATES, BOTH A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON NOR A U.S.
RESIDENT AT THE TIME OF ACQUISITION OF THIS NOTE TO SELL THIS NOTE TO A PERSON
WHO IS (A) BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (B) A QUALIFIED
PURCHASER AND NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S.


 


ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID
AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER
OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO
THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY.


 


[THIS NOTE HAS BEEN
ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES.  THE ISSUE PRICE,
AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE
OBTAINED BY WRITING TO THE MASTER MANAGER AT ITS ADDRESS SET FORTH IN THE
INDENTURE.](1)


 


UNTIL 40 DAYS AFTER THE
INITIAL PURCHASER NOTIFIES THE CO-ISSUERS THAT THE RESALE OF THIS NOTE HAS BEEN
COMPLETED (THE “DISTRIBUTION COMPLIANCE PERIOD”) IN
CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF
THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO
CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR
OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS A QUALIFIED
PURCHASER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
AND AGREES FOR THE BENEFIT OF THE CO-ISSUERS THAT THIS NOTE MAY BE
TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A QUALIFIED
PURCHASER AND IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES.


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME 


 






(1) Insert as
applicable


 


3

















 


OF THE DEPOSITORY TRUST
COMPANY (“DTC”),
A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE
THEREOF.  THIS NOTE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE CO-ISSUERS
OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE
THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.


 


4

















 


SERIES 2008-1 RESTRICTED REGULATION S CLASS B-1
GLOBAL NOTE


 


	
  No. [    ]

  	
  $[                  ]

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: U66983 AB0


ISIN Number: USU66983AB02


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


[ ]% FIXED RATE SERIES 2008-1 SUBORDINATED
NOTE, CLASS B-1


 


NUCO2 FUNDING LLC, a limited liability company
formed under the laws of the State of Delaware, NUCO2 LLC, a
limited liability company formed under the laws of the State of Delaware, NUCO2 SUPPLY LLC, a limited liability company formed
under the laws of the State of Delaware, and NUCO2 IP LLC, a limited liability company formed
under the laws of the State of Delaware (herein referred to, collectively, as
the “Co-Issuers”), for value received, hereby jointly and severally
promise to pay to CEDE & CO. or registered assigns, the principal sum
of
[                              ]
($[                    ])
as provided below and in the Indenture (defined on reverse). Payments of
principal shall be payable in the amounts and at the times set forth in the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due on the Payment Date (as defined below)
occurring in June 2038 (the “Series 2008-1 Legal Final Maturity
Date”). The Co-Issuers shall pay interest on this Fixed Rate Series 2008-1
Subordinated Note, Class B-1 (this “Note”), at the Series 2008-1
Class B-1 Note Interest Rate, as such rate may be adjusted in accordance
with the terms of the Indenture, for each Interest Period in accordance with
the terms of the Indenture. Such interest will be payable in arrears on the
25th day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each, a “Payment Date”), commencing on July 25,
2008. Such amounts due on this Note will accrue for each Payment Date with
respect to (i) initially, the period from and including the Series 2008-1
Closing Date to but excluding the Payment Date occurring in July 2008
(which shall be July 25, 2008) and (ii) thereafter, the period
commencing on and including the immediately preceding Payment Date and ending
on but excluding such Payment Date (each, an “Interest Period”), subject
to the terms set forth in the Indenture. Such amounts due on this Note with
respect to the Note (and interest on any defaulted payments of amounts due on
this Note at the same rate or at such other rate specified in the Indenture)
will be computed in accordance with the Indenture. In addition, under the
circumstances set forth in the Indenture, the Co-Issuers shall also pay
contingent additional interest on this Note in the form of the Series 2008-1
Class B-


 


5

















 


1
Contingent Additional Interest, which shall be computed and shall be payable in
the amounts and at the times set forth in the Indenture.


 


The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Co-Issuers with respect to this Note shall be applied as provided in the
Indenture.


 


This Note is subject to mandatory and optional principal prepayments,
as set forth in the Indenture.


 


Interests in this Note are exchangeable or transferable in whole or in
part for interests in a Restricted Rule 144A Class B-1 Global Note or
an Unrestricted Class B-1 Global Note; provided that such transfer
or exchange complies with the applicable provisions of the Indenture relating
to the transfer of the Notes. Interests in this Note in certain circumstances
may also be exchangeable or transferable in whole but not in part for duly
executed and issued registered Definitive Notes; provided that such
transfer or exchange complies with Article II of the Base Indenture
and Article IV of the Series 2008-1 Supplement.


 


Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note. Although a summary of certain provisions of the
Indenture is set forth herein and on the reverse hereof and made a part hereof,
this Note does not purport to summarize the Indenture and reference is made to
the Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: U.S. Bank National
Association, EP-MN-WS3D, 60 Livingston Avenue, St. Paul, MN 55107, Attn:
Structured Finance/NuCO2. Facsimile:
(866) 831-7910.


 


Subject to the immediately following paragraph, the Co-Issuers hereby
certify and declare that all acts, conditions and things required to be done
and performed and to have happened prior to the creation of this Note and to
constitute it as the valid obligation of the Co-Issuers, enforceable in
accordance with its terms, have been done and performed and have happened in
due compliance with all applicable laws and in accordance with the terms of the
Indenture.


 


Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual or facsimile signature, this
Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


IN WITNESS WHEREOF, each of the Co-Issuers has caused
this Series 2008-1 Restricted Regulation S Class B-1 Global Note to
be duly executed by its respective duly authorized signatory or signatories, as
applicable, as of the day and year written below.


 


	
  Dated:    [                    ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 FUNDING LLC,
  as Co-Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:  NuCO2 Inc., its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: NuCO2 Funding LLC,
  its Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: NuCO2 Inc., its
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


7

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 2008-1 Notes issued under the
within-mentioned Indenture.


 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its
  capacity as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8














 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Fixed Rate Series 2008-1
Subordinated Notes, Class B-1 of the Co-Issuers designated as their Fixed
Rate Series 2008-1 Subordinated Notes, Class B-1 (herein called the “Series 2008-1
Notes”), all issued under (i) a Base Indenture, dated as of May 28,
2008 (such Base Indenture, as amended, supplemented or modified, is herein
called the “Base Indenture”), by and among the Co-Issuers and U.S. Bank
National Association,
a national banking association, as trustee (in such capacity, the “Trustee”,
which term includes any successor Trustee under the Base Indenture),
administrative agent and as securities intermediary, and (ii) a Series 2008-1
Supplement to the Base Indenture, dated as of May 28, 2008 (such Series 2008-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2008-1 Supplement”), among the Co-Issuers and
the Trustee.  The Base Indenture,
together with all Series Supplements, as amended, supplemented or
otherwise modified from time to time by Supplements thereto in accordance with
its terms are referred to herein as the “Indenture”.  The Series 2008-1 Notes are subject to
all terms of the Indenture. To the extent not defined herein, all capitalized
terms used in this Note shall have the meanings assigned to them in or pursuant
to the Indenture, as supplemented, modified or amended.


 


The Series 2008-1 Notes are and will be secured by the Collateral
pledged as security therefor as provided in the Indenture and in the Pledge
Agreement.


 


The Notes will be issued in minimum denominations of $100,000 and
integral multiples of $ 1,000 in excess thereof.


 


As provided for in the Indenture, subject to certain specified
conditions, the Series 2008-1 Notes may be prepaid, in whole but not in
part, at the option of the Co-Issuers. In addition, the Series 2008-1
Notes are subject to mandatory principal prepayment provisions as provided for
in the Indenture. With certain exceptions, the Co-Issuers will be obligated to
pay the Series 2008-1 Note Make-Whole Premium relating to any Series 2008-1
Notes on any prepayment of principal of any Series 2008-1 Notes on or
prior to the Series 2008-1 Prepayment Date as described in the Indenture.
As described above, the entire unpaid principal amount of this Note shall be
due and payable on the Series 2008-1 Legal Final Maturity Date. All
payments of principal relating to any Class of Series 2008-1 Notes
will be made pro  rata to the Holders of such Class of Series 2008-1
Notes.


 


The Person in whose name this Note is registered at the close of
business on any Record Date with respect to a Payment Date or any date on which
payments are permitted to be made as provided for in the Indenture, shall be
entitled to receive the principal, premium, if any, and interest payable on
such date notwithstanding the cancellation of this Note upon any registration
of transfer, exchange or substitution of this Note subsequent to such Record
Date, subject to any exceptions provided for in the Indenture.


 


Interest and contingent additional interest, if any, will each accrue
on the Series 2008-1 Notes at the rates set forth in the Indenture. The
interest and contingent additional interest, if any, will be computed on the
basis set forth in the Indenture. The amount of interest 


 


9

















 


payable
on the Series 2008-1 Notes on each Payment Date will be calculated as set
forth in the Indenture.


 


Payments of principal of and interest on this Note are subordinated to
the payment of certain other amounts in accordance with the Priority of
Payments in the Indenture.


 


If an Event of Default shall occur and be continuing, this Note may
become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


Amounts payable in
respect of this Note shall be made by wire transfer in immediately available
funds to an account maintained by the Noteholder or its nominee, subject to the
terms of the Indenture and any exceptions therein.


 


Subject to the
terms of the Indenture and any exceptions therein, this Note may not be
transferred, in whole or in part, to any Person other than DTC or a nominee
thereof, or to a successor Depository or to a nominee of a successor
Depository, and no such transfer to any such other Person may be registered, in
each case, except in the limited circumstances described in the Indenture; provided,
however, that (i) any transfer of this Note that is issued in
exchange for a Series 2008-1 Class B-1 Global Note or (ii) any
transfer of a beneficial interest in a Series 2008-1 Class B-1 Global
Note, in each case effected in accordance with the provisions of the Indenture,
shall not be prohibited.


 


As provided more fully in the Indenture, each Holder of Series 2008-1
Notes, by acceptance of a Series 2008-1 Note, covenants and agrees that by
accepting the benefits of the Indenture that prior to the date that is one year
and one day after the payment in full of all amounts due to all Noteholders,
such Series 2008-1 Noteholder will not institute against, or join with any
other Person in instituting against, any Securitization Entity any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any federal or state bankruptcy or similar law; provided,
however, that nothing herein shall constitute a waiver of any right to
indemnification, reimbursement or other payment from the Securitization
Entities pursuant to the Indenture or any other Related Document.


 


It is the intent of the Co-Issuers and each Holder of Series 2008-1
Notes that, under applicable tax law, the Series 2008-1 Notes will
evidence indebtedness of the Co-Issuers or, if any of the Co-Issuers is
disregarded as an entity separate from its owner, such owner, secured by the
Collateral. Each Holder of Series 2008-1 Notes, by the acceptance of this
Note, hereby agrees to treat this Note (or beneficial interests herein) for all
purposes of federal, state, local and foreign income or franchise Taxes and any
other Tax imposed on or measured by income, as indebtedness of the Co-Issuers
or, if any Co-Issuer is disregarded as an entity separate from its owner, such
owner.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Co-Issuers and the rights of
the Holders of Series 2008-1 Notes under the Indenture at any time by the
Co-Issuers with the consent of the Control Party and without the consent of any
Holders of Series 2008-1 Notes. The Indenture also contains provisions
permitting the Control Party to waive compliance by the Co-Issuers with certain
provisions of the Indenture without the consent of any Holders of Series 2008-1
Notes. Any such consent or waiver of this Note (or any one or more predecessor 


 


10

















 


Notes)
shall be conclusive and binding upon the Holder of this Note and all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.


 


The term “Co-Issuer” as used in this Note includes any successor to the
Co-Issuers under the Indenture.


 


The Series 2008-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.


 


THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Co-Issuers, which is absolute and
unconditional, to pay the principal of and interest and premium, if any, on
this Note at the times, place and rate, and in the coin or currency herein
prescribed.


 


To the extent that
any Co-Issuer is or is deemed to be a guarantor or surety of another Co-Issuer
under the Indenture, this Note or under any Related Document (in such capacity,
a “Guarantor”), the liability of each Co-Issuer as a Guarantor under the
Indenture, this Note or under any Related Document shall be irrevocable,
absolute and unconditional irrespective of, and each Co-Issuer hereby
irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to, any or all of the following: (a) any lack of validity or
enforceability of any Related Document or any agreement or instrument relating
thereto; (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations of such other Co-Issuer (“Guaranteed
Obligations”) or any other Obligations of any other Co-Issuer under or in
respect of the Related Documents, or any other amendment or waiver of or any
consent to departure from any Related Document, including, without limitation,
any increase in the Guaranteed Obligations resulting from the extension of
additional credit to any other Co-Issuer or any of its Subsidiaries or
otherwise; (c) any taking, exchange, release or non-perfection of any
Collateral or any other collateral, or any taking, release or amendment or
waiver of, or consent to departure from, any other guaranty, for all or any of
the Guaranteed Obligations; (d) any manner of application of Collateral or
any other collateral, or proceeds thereof, to all or any of the Guaranteed
Obligations, or any manner of sale or other disposition of any Collateral or
any other collateral for all or any of the Guaranteed Obligations or any other
Obligations of any other Co-Issuer under the Related Documents or any other
assets of any other Co-Issuer or any of its Subsidiaries; (e) any change,
restructuring or termination of the corporate structure or existence of any
other Co-Issuer or any of its Subsidiaries; (f) any failure of any Secured
Party to disclose to any Co-Issuer any information relating to the business,
condition (financial or otherwise), operations, performance, properties or
prospects of any other Co-Issuer now or hereafter known to such Secured Party
(and any duty on the part of the Secured Parties to disclose such information
is hereby waived); (g) the failure of any other 


 


11

















 


Person to execute or
deliver any Related Document or any other guaranty or agreement or the release
or reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or (h) any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, any other Co-Issuer or
any other guarantor or surety.


 


The provisions of
the foregoing paragraph shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Secured Party or any other
Person upon the insolvency, bankruptcy or reorganization of any Co-Issuer or
otherwise, all as though such payment had not been made.


 


Each Co-Issuer in
its capacity as a Guarantor (to the extent applicable) hereby unconditionally
and irrevocably waives: (a) promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default,
acceleration, protest or dishonor and any other notice with respect to any of
the Guaranteed Obligations and any requirement that any Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust
any right or take any action against any other Co-Issuer or any other Person or
any Collateral; (b) any right to revoke this guaranty and acknowledges
that this guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future; (c) (x) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of
such Guarantor to proceed against any of the other Co-Issuers, any other
guarantor or any other Person or any Collateral and (y) any defense based
on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor pursuant to this Indenture and this Note; and (d) any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Co-Issuer or any
of its Subsidiaries now or hereafter known by such Secured Party.


 


Each Co-Issuer in
its capacity as a Guarantor acknowledges that (x) the Trustee may, without
notice to or demand upon such Guarantor and without affecting the liability of
such Guarantor under the Related Documents, foreclose under any mortgage by
nonjudicial sale, and each Guarantor hereby waives any defense to the recovery
by the Trustee and the other Secured Parties against such Guarantor of any
deficiency after such nonjudicial sale and any defense or benefits that may be
afforded by applicable law and (y) it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by the Related
Documents and that the waivers set forth in the foregoing three paragraphs are
knowingly made in contemplation of such benefits.


 


12

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee:


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 




 





(name and address of assignee)


 


 


The within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints
                              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
                                                            

  	
  (1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 






(1) NOTE: The signature
to this assignment must correspond with the name of the registered owner as it
appears on the face of the within Note, without alteration, enlargement or any
change whatsoever.


 


13

















 


SCHEDULE OF EXCHANGES IN RESTRICTED
REGULATION S CLASS B-1 GLOBAL NOTE


 


The initial principal balance of this Restricted Regulation S Class B-1
Global Note is
$[                  ].
The following exchanges of an interest in this Restricted Regulation S Class B-1
Global Note for an interest in a corresponding Restricted Rule 144A Class B-1
Global Note or Unrestricted Class B-1 Global Note have been made:


 


	
  Date

  	
   

  	
  Amount of Increase

  (or Decrease) in the

  Principal Amount of

  this Restricted

  Regulation S Class B-

  1 Global Note

  	
   

  	
  Remaining Principal

  Amount of this

  Restricted Regulation

  S Class B-1 Global

  Note following the

  Increase or Decrease

  	
   

  	
  Signature of

  Authorized Officer

  of Trustee of

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


14

















 


EXHIBIT C-1


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFERS OF INTERESTS IN
RESTRICTED RULE 144A GLOBAL NOTES TO PERSONS TAKING DELIVERY IN
THE FORM OF AN INTEREST IN RESTRICTED REGULATION S GLOBAL NOTES


 


U.S. Bank National
Association


EP-MN-WS3D


60 Livingston Avenue


St. Paul, MN 55107


Attention: Structured
Finance/NuCO2


 


Re:                               NuCO2 Funding LLC; NuCO2 LLC; NuCO2 Supply LLC; NuCO2 IP LLC


[$280,000,000]
[$75,000,000] [7.25] [9.75]% Fixed Rate Series 2008-1 [Senior Notes, Class A-1]
[Subordinated Notes, Class B-1] (the “Notes”)


 


Reference is hereby made to (i) the Base
Indenture, dated as of May 28, 2008 (the “Base Indenture”), among NuCO2 Funding LLC,
NuCO2 LLC, NuCO2 Supply LLC and NuCO2 IP LLC, as co-issuers (the “Co-Issuers”), and
U.S. Bank National Association, as trustee, administrative agent and securities
intermediary (the “Trustee”), and (ii) the Series 2008-1 Supplement
to the Base Indenture, dated as of May 28, 2008 (the “Supplement” and, together with the
Base Indenture, the “Indenture”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to them pursuant to the Indenture.


 


This certificate relates to U.S.
$                              
aggregate principal amount of Notes which are held in the form of an interest
in a Restricted Rule 144A [Class A-1][Class B-1] Global Note
with DTC (CUSIP (CINS) No.                 )
in the name of
                                    
[insert name of transferor] (the “Transferor”), who wishes to effect the
transfer of such Notes in exchange for an equivalent beneficial interest in a
Restricted Regulation S [Class A-1][Class B-1] Global Note in the
name of
                                    
[insert name of transferee] (the “Transferee”).


 


In connection with such request, and in respect of
such Notes, the Transferee does hereby certify that such Notes are being
transferred (i) in accordance with the transfer restrictions set forth in
the Indenture and the Offering Memorandum dated May 22, 2008 (together
with any supplements or amendments thereto issued through the date hereof, the “Offering
Memorandum”),
relating to the Notes and (ii) pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the “Securities Act”), and in
accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.


 


In addition, the Transferee hereby represents,
warrants and covenants for the benefit of the Co-Issuers, the Registrar
and the Trustee that:


 


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1.     It
understands that the Notes have not been recommended by any United States
federal or state securities commission or regulatory authority, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of any
Offering Memorandum and any representation to the contrary is a criminal
offense.


 


2.     It
understands that the Notes are being offered in a transaction not involving any
public offering in the United States within the meaning of the Securities Act,
that the Notes have not been and will not be registered under the Securities
Act and that if in the future it decides to offer, resell, pledge or otherwise
transfer any of the Notes, such Notes may be offered, resold, pledged or
otherwise transferred only (i) to “qualified institutional buyers” (or “QIBs”)
(as defined in Rule 144A of the Securities Act (“Rule 144A”)) (who
are also “qualified purchasers” (or “QPs”) within the meaning of Section 2(a)(51)
of the Investment Company Act of 1940, as amended (the “1940 Act”)) pursuant to
Rule 144A or (ii) to a QP in an offshore transaction complying with Rule 903
or Rule 904 of Regulation S of the Securities Act (“Regulation S”),
and in accordance with the applicable legends.


 


3.     It
acknowledges that none of the Co-Issuers has been registered under the 1940
Act.


 


4.     It
acknowledges that none of the Co-Issuers, the Initial Purchaser, the Trustee,
NuCO2, their respective Affiliates or any
Person representing the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2, or their respective Affiliates has made any
representation to it with respect to the Co-Issuers, NuCO2, or their respective Affiliates or the offering or
sale of the Notes, other than the information contained in the Offering
Memorandum and any representations expressly set forth in a written agreement
with such parties.  None of the Co-Issuers,
the Initial Purchaser, the Trustee, NuCO2 or their respective Affiliates is acting as a
fiduciary or financial or investment advisor for it and it is not relying (for
purposes of making an investment decision) on any written or oral advice or
counsel of the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2 or their
respective Affiliates, other than the information contained in the Offering
Memorandum and any representations expressly set forth in a written agreement
with such parties. It has consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisors to the extent it has deemed
necessary, and has made its own investment decisions (including decisions
regarding the suitability of any transactions pursuant to the Indenture) based
upon its own judgment and upon any advice from such advisors as it has deemed
necessary and not upon any view expressed by the Co-Issuers, the Initial
Purchaser, the Trustee, NuCO2 or their respective Affiliates. It has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Notes, and it, and any
accounts for which it is acting, are each able to bear the economic risk of the
investment. It is investing in the Notes for its own account, or for one or
more investor accounts for which it is acting as a fiduciary or agent, in each
case for investment, and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act, subject to
any requirements of law that the disposition of its property or the property of
such investor account be at all times within its or their control and subject
to its or their 


 


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ability to resell such
Notes pursuant to Rule 144A. It understands that an investment in the
Notes involves certain risks, including the risk of loss of a substantial part
of its investment under certain circumstances. It has had access to such
financial and other information concerning the Notes, the Co-Issuers and the
Employee Company as it deems necessary or appropriate in order to make an
informed investment decision with respect to its investment in the Notes,
including an opportunity to ask questions of, and request information from, the
Co-Issuers. None of the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2 or their
respective Affiliates have given to it (directly or indirectly through any
other person) any assurance, guarantee or representation whatsoever as to the
expected or projected success, profitability, return, performance, result,
effect, consequence or benefit (including legal, regulatory, tax, financial,
accounting or otherwise) of the Indenture, the Notes or the other documentation
for the Notes. It has determined that the rates, prices or amounts and other
terms of the purchase and sale of the Notes reflect those in the relevant
market for similar transactions and it is investing in the Notes with a full
understanding of all of the terms, conditions and risks thereof (economic or
otherwise) and it is capable of assuming and willing to assume (financially and
otherwise) those risks. It is a sophisticated investor.


 


5.     It
understands that the Notes will, unless otherwise agreed by the Co-Issuers and
the holders thereof in compliance with applicable law, bear one or more legends
substantially similar to those set forth in [Sections 4.5(h), (i) and
(j)] [Sections 4.8(h), (i) and (j)] of the Supplement.


 


6.     It will
not, at any time, offer to buy or offer to sell the Notes by any form of
general solicitation or advertising, including, but not limited to, any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium or broadcast over television or radio or
seminar or meeting whose attendees have been invited by general solicitations
or advertising.


 


7.     It
understands that the Co-Issuers will require certification reasonably
acceptable to the Co-Issuers (i) as a condition to the payment of
principal of and interest on any Note without, or at a reduced rate of, U.S.
withholding or backup withholding tax, and (ii) to enable it to determine
its duties and liabilities with respect to any taxes or other charges that it,
the Trustee or any paying agent may be required to pay, deduct or withhold from
payments in respect of such Notes made to the holder of such Notes under any
present or future law or regulation of the United States or any present or
future law or regulation of any political subdivision thereof or taxing
authority therein or to comply with any reporting or other requirements under
any such law or regulation. Such certification may include U.S. Federal income
tax forms (such as IRS Form W-8BEN (Certification of Foreign Status of
Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary
Status), IRS Form W-9 (Request for Taxpayer Identification Number and
Certification), or IRS Form W-8ECI (Certification of Foreign Person’s
Claim for Exemption from Withholding on Income Effectively Connected with
Conduct of a U.S. Trade or Business) or any successors to such IRS forms). It
agrees to provide any certification requested pursuant to this paragraph within
a reasonable time period 


 


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after such request is
initially made and to update or replace such form or certification in
accordance with its terms or its subsequent amendments.


 


8.     It
understands that the Notes represent the obligation of the Co-Issuers only and
other than payments that may arise under certain representations and warranties
made by certain of their Affiliates, payments on the Notes are not the
obligations of any of their Affiliates.


 


9.     It
understands that the Co-Issuers have the right hereunder to compel any
non-permitted holder of an interest in the Notes to sell its interest in the
Notes or may sell such interest in the Notes on behalf of such owner. In
connection therewith, it understands that the Co-Issuers are permitted to
require that the Holder of any interest in a Restricted Regulation S
Global Note held by a Holder that is a U.S. Person or a Person who was sold
such interest in the United States, in each case at the time of the acquisition
of such interest, sell such interest to a transferee that is permitted under
the Indenture and, if the Holder does not comply with such demand within
30 days thereof, the Co-Issuers, acting at the direction of the Master
Manager, may sell such Holder’s interest in the applicable Global Note on such
terms as the Co-Issuers may choose.


 


10.   It is not a
“U.S. Person” (as defined in Regulation S) and is acquiring the Notes in
reliance on the exemption from registration provided by Regulation S, (b) it
is a QP and (c) it is not acquiring any Note as part of a plan to reduce,
avoid or evade U.S. Federal income taxes owed, owing or potentially owed or
owing.


 


11.   It is aware
that the sale of such Notes to it is being made in reliance on the exemption
from registration provided by Regulation S and are being offered only in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act. Such Person further understands that the Notes
offered in reliance on Regulation S will be represented by one or more
Restricted Regulation S Global Notes. It is a QP and is not and will not be a
U.S. Person, and its investment in the Notes will comply with all applicable
laws in any jurisdiction in which it resides or is located. Before any interest
in a Restricted Regulation S Global Note may be offered, resold, pledged
or otherwise transferred, it will be required to provide the Trustee with a
written certification as to compliance with the transfer restrictions as set
forth in [Section 4.5(f)]  [Section 4.8(f)]
of the Supplement. It acknowledges that no representation has been made as to
the availability of any exemption under the Securities Act or any state or
foreign securities laws for resale of the Notes.


 


12.   It is aware
that the Notes being sold to it will be represented (a) initially by one
or more temporary Restricted Regulation S Global Notes and (b) that
during the Distribution Compliance Period, beneficial interests therein may be
held only through Euroclear or Clearstream and after the last day of the
Distribution Compliance Period, beneficial interests therein may be held only
through Euroclear, Clearstream or DTC.


 


13.   It
understands that, prior to the first Business Day following the Distribution
Compliance Period, any resale or other transfer of beneficial interests in the


 


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temporary Restricted
Regulation S Global Note in the United States or to U.S. Persons will not
be permitted.


 


14.   On each day
that it holds the Notes, it is deemed to represent, and any account on behalf
of which it is purchasing the Notes is deemed to represent, that either (A) it
is not and is not acting on behalf of (i) an employee benefit plan subject
to Part 4 of Title I of ERISA, (ii) a plan subject to Section 4975
of the Code, (iii) an entity, the assets of which are considered to
include assets of a plan described in (i) or (ii) or (iv) a
governmental plan, a church plan or a foreign plan subject to provisions under
any Similar Laws, and is not using the assets of any of the foregoing in
purchasing an interest in the Notes, or (B) its purchase and holding of an
interest in the Series 2008-1 Note does not and will not result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code (or, in the case of a governmental or other plan, a non-exempt
violation of any applicable Similar Law).


 


15.   As a Holder
of the Notes, it will have access to certain Confidential Information. In
consideration for and as a condition to the Co-Issuers providing such
Confidential Information to it, it acknowledges and agrees that the Confidential
Information will only be disclosed to (1) those personnel employed by it
who need to know such information, (2) its attorneys and outside auditors,
and that it and each such person will maintain the Confidential Information in
absolute confidence and trust and in a manner at least as favorable as that
with which it maintains its own confidential and proprietary information or (3) one
or more prospective eligible transferees in whole or in part of its interest in
the Notes. It agrees not to disclose such Confidential Information to any other
person or entity, whether or not affiliated with it unless such disclosure is
required to be made (i) to a regulatory or self-regulatory authority
pursuant to applicable law or regulation or (ii) by judicial process; provided  that it may disclose to
any and all persons (A) information relating to the U.S. Federal and state
tax treatment and tax structure of the transaction and (B) all materials
of any kind (including opinions or other tax analyses) that are provided to it
relating to the U.S. Federal and state tax treatment and tax structure.
Moreover, it agrees that it will provide the Master Manager with prompt written
notice following any disclosure permitted pursuant to the preceding sentence.


 


16.   It is not a
“United States person” within the meaning of Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, and has properly completed and
signed Internal Revenue Service Form W-8 (or applicable successor form)
and such form is attached hereto.


 


The representations set forth above shall be deemed to
be made on each day from the date the Transferee acquires any interest in any
Note through and including the date on which such Transferee disposes of its
interest in the applicable Note.  The
Transferee agrees to provide prompt written notice to each of the Co-Issuers,
the Registrar and the Trustee of any change of the status of the Transferee
that would cause it to breach the representations made above.  The Transferee further agrees to indemnify
and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial
Purchaser and 


 


5

















 


their respective affiliates from any cost, damage or
loss incurred by them as a result of the inaccuracy or breach of the foregoing
representations, warranties and agreements. 
Any purported transfer of the Notes (or interest therein) that does not
comply with the requirements above shall be null and void ab initio.


 


The Transferee understands that the Co-Issuers, the
Employee Company, the Initial Purchaser, the Trustee, NuCO2, their respective Affiliates and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and are irrevocably authorized to produce this certificate or a copy thereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby, and the Transferee hereby
consents to such reliance and authorization.


 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:
                        
      ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer Identification
  Number:

  	
   

  	
  Address for Notices:

  
	
  Wire Instructions for
  Payments:

  	
   

  	
   

  
	
  Bank:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Bank ABA #:

  	
   

  	
  Tel:

  
	
  Account No.:

  	
   

  	
  Fax:

  
	
  FAO:

  	
   

  	
  Attn.:

  
	
  Attention:

  	
   

  	
   

  



 


Registered Name (if
Nominee):


 


cc:                                 NuCO2 Funding LLC


NuCO2 LLC


NuCO2 Supply LLC


NuCO2 IP LLC


2800 S.E. Market Place


Stuart, FL 34997


 


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EXHIBIT C-2


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFERS OF RESTRICTED GLOBAL
NOTES TO PERSONS TAKING DELIVERY IN THE FORM OF AN INTEREST IN A UNRESTRICTED GLOBAL NOTES


 


U.S. Bank National
Association


EP-MN-WS3D


60 Livingston Avenue


St. Paul, MN 55107


Attention: Structured
Finance/NuCO2


 


Re:                               NuCO2 Funding LLC; NuCO2 LLC; NuCO2 Supply LLC; NuCO2 IP LLC


[$280,000,000]
[$75,000,000] [7.25] [9.75]% Fixed Rate Series 2008-1 [Senior Notes, Class A-1]
[Subordinated Notes, Class B-1] (the “Notes”)


 


Reference is hereby made to (i) the Base
Indenture, dated as of May 28, 2008 (the “Base Indenture”), among NuCO2 Funding LLC,
NuCO2 LLC, NuCO2 Supply LLC and NuCO2 IP LLC, as co-issuers (the “Co-Issuers”), and
U.S. Bank National Association, as trustee, administrative agent and securities
intermediary (the “Trustee”), and (ii) the Series 2008-1 Supplement
to the Base Indenture, dated as of May 28, 2008 (the “Supplement” and, together with the
Base Indenture, the “Indenture”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to them pursuant to the Indenture.


 


This certificate relates to U.S.
$                              
aggregate principal amount of Notes which are held in the form of an interest
in a Restricted [Rule 144A] [Regulation S] Global Note with [Euroclear]
[Clearstream] [DTC] (CUSIP (CINS) No.                 )
in the name of
                                    
[insert name of transferor] (the “Transferor”), who wishes to effect the
transfer of such Notes in exchange for Unrestricted [Rule 144A]
[Regulation S] Global Notes in an equivalent aggregate principal amount in the
name of
                                    
[insert name of transferee] (the “Transferee”).


 


In connection with such request, and in respect of
such Notes, the Transferor does hereby certify that such Notes are being
transferred (i) in accordance with the transfer restrictions set forth in
the Indenture and the Offering Memorandum dated May 22, 2008
(together with any supplements or amendments thereto issued through the date
hereof, the “Offering Memorandum”), relating to the Notes and (ii) pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), and in accordance with any applicable securities laws of any state of
the United States or any other jurisdiction.


 


1

















 


In addition, the Transferee hereby represents,
warrants and covenants for the benefit of the Co-Issuers, the Trustee, the
Registrar and their respective counsel that:


 


1.     The
Transferee is both an “Institutional Accredited Investor” (as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended)  and a “qualified purchaser” (or “QP”) within
the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “1940 Act”), acquiring the Notes for its own account or one or
more accounts with respect to which the Transferee exercises sole investment
discretion, each of whom is both an Institutional Accredited Investor and a QP,
either (i) as certified by the transferor or the transferee, in a transfer
being made pursuant to Rule 144 under the Securities Act for investment
purposes and not with a view to the distribution thereof or (ii) pursuant
to a transaction that would otherwise not require registration under the
Securities Act (in which case the transferor or transferee has provided an
opinion of counsel to the Trustee, the Registrar and the Co-Issuers that such
transfer may be made pursuant to an exemption from registration under the
Securities Act).


 


2.     The
Transferee (a) has such knowledge and experience in financial and business
matters that the Transferee is capable of evaluating the merits and risks
(including for tax, legal, regulatory, accounting and other financial purposes)
of its prospective investment in the Notes and is financially able to bear such
risk, (b) in making such investment is not relying on the advice or
recommendations of the Initial Purchaser, the Co-Issuers or any of their
respective Affiliates (or any representative of any of the foregoing), and none
of such persons or their respective Affiliates is acting as a fiduciary or
financial or investment adviser for the Transferee, (c) has determined
that an investment in the Notes is suitable and appropriate for it, (d) has
received, and has had an adequate opportunity to review the contents of, the
Offering Memorandum and (e) has had access to such financial and other
information concerning the Co-Issuers and the Notes as it has deemed necessary
to make its own independent decision to purchase the Notes, including the
opportunity, at a reasonable time prior to its purchase of the Notes, to ask
questions and receive answers concerning the Co-Issuers and the terms and
conditions of the offering of the Notes.


 


3.     The
Transferee acknowledges that the Offering Memorandum is personal to such
Transferee and does not constitute an offer to any other person or to the
public generally to acquire the Notes other than pursuant to Section 4(2) under
the Securities Act.  Distribution of the
Offering Memorandum, or disclosure of any of its contents to any person other
than the Transferee and those persons, if any, retained to advise the
Transferee with respect thereto and other persons meeting the requirements of Section 4(2) is
unauthorized and any disclosure of any of its contents, without the prior
written consent of the Co-Issuers, is prohibited.


 


4.     The
Transferee understands that there is no market for the Notes and that no
assurance can be given as to the liquidity of or trading market for the Notes
and that it is unlikely that a trading market for the Notes will develop.  It further understands that, although the
Initial Purchaser may from time to time make a market in the Notes, the 


 


2

















 


Initial Purchaser is
under no obligation to do so and, following the commencement of any
market-making, may discontinue the same at any time.  Accordingly, the Transferee must be prepared
to hold the Notes for an indefinite period of time or until the Legal Final
Maturity Date.


 


5.     The
Transferee agrees that no sale, pledge or other transfer of a Note (or any
interest therein) may be made in the United States unless such sale, pledge or
other transfer is made to a transferee who is a QP.  The Transferee further agrees that no sale,
pledge or other transfer of a Note (or any interest therein) may be made if
such transfer would have the effect of requiring any of the Co-Issuers or the
pool of assets owned by the Co-Issuers to register as an investment company
under the 1940 Act.


 


6.     The
Transferee understands that the Indenture permits the Co-Issuers to require any
holder of the Notes who is a “U.S. Person” (as defined in Regulation S under
the Securities Act (“Regulation S”) or a “U.S. Resident” (as defined for
purposes of the 1940 Act) who is determined not to have been both an
Institutional Accredited Investor and a QP to sell their acquired Notes
(provided, that either (1) the transferor or the transferee has certified
that the transfer is being made pursuant to Rule 144 under the Securities
Act or (2) the transferor or the transferee has provided an opinion of
counsel to each of the Trustee, the Registrar and the Co-Issuers that such
transfer may be made pursuant to an exemption from registration under the
Securities Act).


 


7.     On each
day that it holds the Notes, the Transferee is deemed to represent, and any
account on behalf of which it is purchasing the Notes is deemed to represent,
that either (A) it is not and is not acting on behalf of (i) an
employee benefit plan subject to Part 4 of Title I of ERISA, (ii) a plan
subject to Section 4975 of the Code, (iii) an entity, the assets of
which are considered to include assets of a plan described in (i) or (ii) or
(iv) a governmental plan, a church plan or a foreign plan subject to
provisions under any Similar Laws, and is not using the assets of any of the
foregoing in purchasing an interest in the Notes, or (B) its purchase and
holding of an interest in the Series 2008-1 Note does not and will not
result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental or other
plan, a non-exempt violation of any applicable Similar Law).


 


8.     The
Transferee certifies that (1) the transfer is being made pursuant to Rule 144
under the Securities Act and (2) it has provided an opinion of counsel to
each of the Trustee, the Registrar and the Co-Issuers that such transfer may be
made pursuant to an exemption from registration under the Securities Act.


 


9.     If the
Transferee is not a natural person, the Transferee has the power and authority
to enter into each agreement required to be executed and delivered by or on
behalf of the Transferee in connection with its purchase of Notes, which will
include a note subscription agreement, and to perform its obligations thereunder
and consummate the transactions contemplated thereby, and the person signing
any such documents on behalf of the Transferee has been duly authorized to
execute and deliver such documents and each other document required to be
executed and delivered by the Transferee in connection with its purchase of
Notes.  If the Transferee is an
individual, the Transferee 


 


3

















 


has all requisite legal
capacity to acquire and hold the Notes and to execute, deliver and comply with
the terms of each of the documents required to be executed and delivered by the
Transferee in connection with this subscription for Notes.  Such execution, delivery and compliance by
the Transferee does not conflict with, or constitute a default under, any
instruments governing the Transferee, any applicable law, regulation or order,
or any material agreement to which the Transferee is a party or by which the
Transferee is bound.


 


10.   If the
Transferee’s permanent address is located in the United States, the Transferee
was offered the Notes in the state of such Transferee’s permanent address and
intends that the securities law of that state govern the Transferee’s
subscription for the Notes.


 


11.   The
Transferee, if not a “United States person” (as defined in Section 7701(a)(30)
of the Code), either (a) is not a bank (within the meaning of Section 881(c)(3)(A) of
the Code) or an affiliate of a bank, (b) is a person (or a wholly owned
affiliate of a person) that is eligible for benefits under an income tax treaty
with the United States that eliminates U.S. federal income taxation of U.S.
source interest not attributable to a permanent establishment in the United
States, or (c) is not related to the Co-Issuers within the meaning of Section 1.881-3
of the Treasury Regulations.


 


[The Transferee is a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-9 (or applicable successor form) and such
form is attached hereto.]


 


[The Transferee is not a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-8 (or applicable successor form) and such
form is attached hereto.]


 


The representations set forth above shall be deemed to
be made on each day from the date the Transferee acquires any interest in any
Note through and including the date on which such Transferee disposes of its
interest in the applicable Note.  The
Transferee agrees to provide prompt written notice to each of the Co-Issuers,
the Registrar and the Trustee of any change of the status of the Transferee that
would cause it to breach the representations made above.  The Transferee further agrees to indemnify
and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial
Purchaser and their respective affiliates from any cost, damage or loss incurred
by them as a result of the inaccuracy or breach of the foregoing
representations, warranties and agreements. 
Any purported transfer of the Notes (or interest therein) that does not
comply with the requirements above shall be null and void ab initio.


 


The Transferee understands that the Co-Issuers, the
Employee Company, the Initial Purchaser, the Trustee, NuCO2, their respective Affiliates and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and are irrevocably authorized to produce this certificate or a copy thereof to
any interested party 


 


4

















 


in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby, and the Transferee hereby
consents to such reliance and authorization.


 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:
                        
      ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer Identification
  Number:

  	
   

  	
  Address for Notices:

  
	
  Wire Instructions for
  Payments:

  	
   

  	
   

  
	
  Bank:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Bank ABA #:

  	
   

  	
  Tel:

  
	
  Account No.:

  	
   

  	
  Fax:

  
	
  FAO:

  	
   

  	
  Attn.:

  
	
  Attention:

  	
   

  	
   

  



 


Registered Name (if
Nominee):


 


cc:                                 NuCO2 Funding LLC


NuCO2 LLC


NuCO2 Supply LLC


NuCO2 IP LLC


2800 S.E. Market Place


Stuart, FL 34997


 


5














 


EXHIBIT C-3


 


FORM OF TRANSFER CERTIFICATE FOR
TRANSFERS OF INTERESTS IN RESTRICTED REGULATION S GLOBAL NOTES TO PERSONS
TAKING DELIVERY IN THE FORM OF AN INTEREST IN A RESTRICTED RULE 144A
GLOBAL NOTE


 


U.S. Bank National
Association


EP-MN-WS3D


60 Livingston Avenue


St. Paul, MN 55107


Attention: Structured
Finance/NuCO2


 


Re:                               NuCO2 Funding LLC; NuCO2 LLC; NuCO2 Supply LLC; NuCO2 IP LLC


[$280,000,000]
[$75,000,000] [7.25] [9.75]% Fixed Rate Series 2008-1 [Senior Notes, Class A-1]
[Subordinated Notes, Class B-1] (the “Notes”)


 


Reference is hereby made to (i) the Base
Indenture, dated as of May 28, 2008 (the “Base Indenture”), among NuCO2 Funding LLC,
NuCO2 LLC, NuCO2 Supply LLC and NuCO2 IP LLC, as co-issuers (the “Co-Issuers”), and
U.S. Bank National Association, as trustee, administrative agent and securities
intermediary (the “Trustee”), and (ii) the Series 2008-1 Supplement
to the Base Indenture, dated as of May 28, 2008 (the “Supplement” and, together with the
Base Indenture, the “Indenture”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to them pursuant to the Indenture.


 


This certificate relates to U.S.
$                              
aggregate principal amount of Notes which are held in the form of an interest
in a Restricted Regulation S Global Note with [Euroclear] [Clearstream] [DTC]
(CUSIP (CINS) No.                 )
in the name of
                                    
[insert name of transferor] (the “Transferor”), who wishes to effect the
transfer of such Notes in exchange for an equivalent beneficial interest in a
Restricted Rule 144A Global Note in the name of
                                    
[insert name of transferee] (the “Transferee”).


 


In connection with such request, and in respect of
such Notes, the Transferee does hereby certify that such Notes are being
transferred (i) in accordance with the transfer restrictions set forth in
the Indenture and the Offering Memorandum dated May 22, 2008
(together with any supplements or amendments thereto issued through the date
hereof, the “Offering Memorandum”), relating to the Notes and (ii) pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), and in accordance with any applicable securities laws of any state of
the United States or any other jurisdiction.


 


In addition, the Transferee hereby represents,
warrants and covenants for the benefit of the Co-Issuers, the Registrar
and the Trustee that:


 


1

















 


1.     It
understands that the Notes have not been recommended by any United States
federal or state securities commission or regulatory authority, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of any
Offering Memorandum and any representation to the contrary is a criminal
offense.


 


2.     It (A) is
a “qualified institutional buyer” (or “QIB”) (as defined in Rule 144A of
the Securities Act (“Rule 144A”)) (who is also a “qualified purchaser” (or
“QP”) within the meaning of Section 2(a)(51) of the Investment Company Act
of 1940, as amended (the “1940 Act”)), (B) is aware that the sale to it is
being made in reliance on Rule 144A, (C) is acquiring such Notes for
its own account or for the account of a QIB (who is also a QP) over which it
exercises sole investment discretion, (D) is not (and any such account is
not) a pension, profit-sharing or other retirement trust fund or plan in which
the partners, beneficiaries or participants, as applicable, may designate the
particular investments to be made, (E) is not a broker dealer of the type
described in paragraph (a)(1)(ii) of Rule 144A unless it owns
and invests on a discretionary basis not less than U.S. $25,000,000 in
securities of issuers that are not affiliated with it, (b) a
participant-directed employee plan, such as a 401(k) plan, or any other
type of plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of
Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of
Rule 144A that holds the assets of such a plan, unless investment decisions
with respect to the plan are made solely by the fiduciary, trustee or sponsor
of such plan, (F) was not formed or capitalized for the specific purpose
of investing in the Co-Issuers (except where each beneficial owner is both a
QIB and a QP), (G) is not a (w) corporation, (x) partnership, (y) common
trust fund or (z) special trust, pension fund or retirement plan in which
the shareholders, equity owners, partners, beneficiaries, beneficial owners or
participants, as applicable, may designate the particular investments to be
made, (H) if formed on or before April 30, 1996, is not an investment
company that relies on the exclusion from the definition of “investment company”
provided by Section 3(c)(7) of the 1940 Act (or a foreign investment
company under Section 7(d) thereof relying on Section 3(c)(7) with
respect to those of its holders that are U.S. Persons), unless, with respect to
its treatment as a QP, it has, in the manner required by Section 2(a)(51)(C) of
the 1940 Act and the rules and regulations thereunder, received the
consent of its beneficial owners that acquired their interests on or before April 30,
1996, (I) is not an entity that, immediately subsequent to its purchase or
other acquisition of a beneficial interest in the Notes, will have invested
more than 40% of its assets in beneficial interests in the Notes and/or in
other securities of the Co-Issuers (unless all of the beneficial owners of such
entity’s securities are QPs) and (J) is not (I) (x) an employee
benefit plan described in Section 3(3) of ERISA but not subject to
ERISA or an entity the assets of which constitute assets of such a plan, (y) an
employee benefit plan that is subject to Title I of ERISA, (z) a plan,
individual retirement account or other arrangement subject to Section 4975
of the Code or an entity whose underlying assets are considered to include “plan
asset” of any such plan, account or arrangement under U.S. Department of Labor
regulations, as modified (each a “Plan”), and such entity is not acquiring or
holding the Notes for or on behalf of or with the assets of any Plan or (II) a
purchaser that is unable to represent and warrant that the purchase and holding
of the Notes does not and will not result in a non-exempt prohibited
transaction under 


 


2

















 


Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental or other
Plan, any applicable Similar Law).


 


3.     It
understands that the Notes are being offered in a transaction not involving any
public offering in the United States within the meaning of the Securities Act,
that the Notes have not been and will not be registered under the Securities
Act and that if in the future it decides to offer, resell, pledge or otherwise
transfer any of the Notes, such Notes may be offered, resold, pledged or
otherwise transferred only (i) to QIBs (who are also QPs) pursuant to Rule 144A
or (ii) to a QP in an offshore transaction complying with Rule 903 or
Rule 904 of Regulation S of the Securities Act (“Regulation S”), and
in accordance with the applicable legends.


 


4.     It
acknowledges that none of the Co-Issuers has been registered under the 1940
Act.


 


5.     It
acknowledges that none of the Co-Issuers, the Initial Purchaser, the Trustee,
NuCO2, their respective Affiliates or any
Person representing the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2, or their respective Affiliates has made any
representation to it with respect to the Co-Issuers, NuCO2, or their respective Affiliates or the offering or
sale of the Notes, other than the information contained in the Offering
Memorandum and any representations expressly set forth in a written agreement
with such parties.  None of the
Co-Issuers, the Initial Purchaser, the Trustee, NuCO2 or their respective Affiliates is acting as a
fiduciary or financial or investment advisor for it and it is not relying (for
purposes of making an investment decision) on any written or oral advice or
counsel of the Co-Issuers, the Initial Purchaser, the Trustee, NuCO2 or their
respective Affiliates, other than the information contained in the Offering
Memorandum and any representations expressly set forth in a written agreement
with such parties. It has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it has
deemed necessary, and has made its own investment decisions (including
decisions regarding the suitability of any transactions pursuant to the
Indenture) based upon its own judgment and upon any advice from such advisors
as it has deemed necessary and not upon any view expressed by the Co-Issuers,
the Initial Purchaser, the Trustee, NuCO2 or their respective Affiliates. It has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Notes, and it, and any
accounts for which it is acting, are each able to bear the economic risk of the
investment. It is investing in the Notes for its own account, or for one or
more investor accounts for which it is acting as a fiduciary or agent, in each
case for investment, and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act, subject to
any requirements of law that the disposition of its property or the property of
such investor account be at all times within its or their control and subject
to its or their ability to resell such Notes pursuant to Rule 144A. It
understands that an investment in the Notes involves certain risks, including
the risk of loss of a substantial part of its investment under certain
circumstances. It has had access to such financial and other information
concerning the Notes, the Co-Issuers and the Employee Company as it deems
necessary or appropriate in order to make an informed investment decision with 


 


3

















 


respect to its investment
in the Notes, including an opportunity to ask questions of, and request
information from, the Co-Issuers. None of the Co-Issuers, the Initial
Purchaser, the Trustee, NuCO2 or their respective Affiliates have given to
it (directly or indirectly through any other person) any assurance, guarantee
or representation whatsoever as to the expected or projected success,
profitability, return, performance, result, effect, consequence or benefit
(including legal, regulatory, tax, financial, accounting or otherwise) of the
Indenture, the Notes or the other documentation for the Notes. It has
determined that the rates, prices or amounts and other terms of the purchase
and sale of the Notes reflect those in the relevant market for similar
transactions and it is investing in the Notes with a full understanding of all
of the terms, conditions and risks thereof (economic or otherwise) and it is
capable of assuming and willing to assume (financially and otherwise) those
risks. It is a sophisticated investor.


 


6.     It
understands that the Notes will, unless otherwise agreed by the Co-Issuers and
the holders thereof in compliance with applicable law, bear one or more legends
substantially similar to those set forth in [Sections 4.5(h) and (j)]
[Sections 4.8(h) and (j)].


 


7.     It
understands that the Notes will be represented by one or more Restricted 144A
Global Notes. Before any interest in a Restricted Rule 144A Global Note
may be offered, resold, pledged or otherwise transferred to a person who takes
delivery in the form of an interest in a Restricted Regulation S Global
Note or Unrestricted Global Note, the transferor will be required to provide
the Trustee with a written certification as to compliance with transfer
restrictions as set forth in [Sections 4.5(c) and (d)] [Sections
4.8(c) and (d)] of the Supplement.


 


8.     It
will not, at any time, offer to buy or offer to sell the Notes by any form of
general solicitation or advertising, including, but not limited to, any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium or broadcast over television or radio or
seminar or meeting whose attendees have been invited by general solicitations
or advertising.


 


9.     It
understands that the Co-Issuers will require certification reasonably
acceptable to the Co-Issuers (i) as a condition to the payment of
principal of and interest on any Note without, or at a reduced rate of, U.S.
withholding or backup withholding tax, and (ii) to enable it to determine
its duties and liabilities with respect to any taxes or other charges that it,
the Trustee or any paying agent may be required to pay, deduct or withhold from
payments in respect of such Notes made to the holder of such Notes under any
present or future law or regulation of the United States or any present or
future law or regulation of any political subdivision thereof or taxing
authority therein or to comply with any reporting or other requirements under
any such law or regulation. Such certification may include U.S. Federal income
tax forms (such as IRS Form W-8BEN (Certification of Foreign Status of
Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status),
IRS Form W-9 (Request for Taxpayer Identification Number and
Certification), or IRS Form W-8ECI (Certification of Foreign Person’s
Claim for Exemption from Withholding on Income Effectively Connected with
Conduct 


 


4

















 


of a U.S. Trade or
Business) or any successors to such IRS forms). It agrees to provide any
certification requested pursuant to this paragraph within a reasonable time
period after such request is initially made and to update or replace such form
or certification in accordance with its terms or its subsequent amendments.


 


10.   It
understands that the Notes represent the obligation of the Co-Issuers only and
other than payments that may arise under certain representations and warranties
made by certain of their Affiliates, payments on the Notes are not the
obligations of any of their Affiliates.


 


11.   It
understands that the Co-Issuers have the right hereunder to compel any
non-permitted holder of an interest in the Notes to sell its interest in the
Notes or may sell such interest in the Notes on behalf of such owner. In
connection therewith, it understands that the Co-Issuers are permitted
hereunder to require that the Holder of any interest in a Restricted 144A
Global Note held by a Holder that is a U.S. Person or a Holder who was sold
such interest in the United States who is determined not to have been both a
QIB and a QP at the time of acquisition of such interest in a Restricted 144A
Global Note, in each case at the time of the acquisition of such interest, sell
such interest to a transferee that is permitted hereunder and, if the Holder
does not comply with such demand within 30 days thereof, the Co-Issuers,
acting at the direction of the Master Manager, may sell such Holder’s interest
in the applicable Global Note on such terms as the Co-Issuers may choose.


 


[The Transferee is a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-9 (or applicable successor form) and such
form is attached hereto.]


 


[The Transferee is not a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-8 (or applicable successor form) and such
form is attached hereto.]


 


The representations set forth above shall be deemed to
be made on each day from the date the Transferee acquires any interest in any
Note through and including the date on which such Transferee disposes of its
interest in the applicable Note.  The
Transferee agrees to provide prompt written notice to each of the Co-Issuers,
the Registrar and the Trustee of any change of the status of the Transferee
that would cause it to breach the representations made above.  The Transferee further agrees to indemnify
and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial
Purchaser and their respective affiliates from any cost, damage or loss
incurred by them as a result of the inaccuracy or breach of the foregoing
representations, warranties and agreements. 
Any purported transfer of the Notes (or interest therein) that does not
comply with the requirements above shall be null and void ab initio.


 


The Transferee understands that the Co-Issuers, the
Employee Company, the Initial Purchaser, the Trustee, NuCO2, their respective Affiliates and their respective


 


5

















 


counsel will rely upon the accuracy and truth of the
foregoing representations, and are irrevocably authorized to produce this
certificate or a copy thereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered
hereby, and the Transferee hereby consents to such reliance and authorization.


 


6

















 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:
                        
      ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer Identification
  Number:

  	
   

  	
  Address for Notices:

  
	
  Wire Instructions for
  Payments:

  	
   

  	
   

  
	
  Bank:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Bank ABA #:

  	
   

  	
  Tel:

  
	
  Account No.:

  	
   

  	
  Fax:

  
	
  FAO:

  	
   

  	
  Attn.:

  
	
  Attention:

  	
   

  	
   

  



 


Registered Name (if
Nominee):


 


cc:                                 NuCO2 Funding LLC


NuCO2 LLC


NuCO2 Supply LLC


NuCO2 IP LLC


2800 S.E. Market Place


Stuart, FL 34997


 


7














 


EXHIBIT C-4


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFERS OF SERIES 2008-1 CLASS A-2
NOTES AND SERIES 2008-1 CLASS A-3 NOTES


 


U.S. Bank National
Association


EP-MN-WS3D


60 Livingston Avenue


St. Paul, MN 55107


Attention: Structured
Finance/NuCO2


 


Re:                               NuCO2 Funding LLC; NuCO2 LLC; NuCO2 Supply LLC; NuCO2 IP LLC


[$30,000,000]
[$20,000,000] Series 2008-1 Variable Funding Rate Senior Notes [Class A-2] [Class A-3]
(the “Notes”)


 


Reference is hereby made to (i) the Base
Indenture, dated as of May 28, 2008 (the “Base Indenture”), among NuCO2 Funding LLC,
NuCO2 LLC, NuCO2 Supply LLC and NuCO2 IP LLC, as co-issuers (the “Co-Issuers”), and
U.S. Bank National Association, as trustee, administrative agent and securities
intermediary (the “Trustee”), and (ii) the Series 2008-1 Supplement
to the Base Indenture, dated as of May 28, 2008 (the “Supplement” and, together with the
Base Indenture, the “Indenture”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to them pursuant to the Indenture or the Series 2008-1 [Class A-2]
[Class A-3] Note Purchase Agreement, as applicable.


 


This certificate relates to U.S.
$                              
aggregate principal amount of Notes registered in the name of
                                    
[insert name of transferor] (the “Transferor”), who wishes to effect the
transfer of such Notes in exchange for an equivalent principal amount of Notes
of the same subclass in the name of
                                    
[insert name of transferee] (the “Transferee”).


 


In connection with such request, and in respect of
such Notes, the Transferee does hereby certify that such Notes are being
transferred (i) in accordance with the transfer restrictions set forth in
the Indenture and the Series 2008-1 [Class A-2] [Class A-3] Note
Purchase Agreement and (ii) pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the “Securities Act”), and in
accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.


 


In addition, the Transferee hereby represents,
warrants and covenants for the benefit of the Co-Issuers and the Trustee that:


 


1.     The
Transferee is both an “Institutional Accredited Investor” (as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended)  and a “qualified purchaser” (or “QP”) within
the meaning of Section 2(a)(51) of the 


 

















 


Investment Company Act of
1940, as amended (the “1940 Act”), acquiring the Notes for its own account or
one or more accounts with respect to which the Transferee exercises sole
investment discretion, each of whom is both an Institutional Accredited
Investor and a QP, for investment purposes only and not with a view to
distribution, subject, nevertheless, to the understanding that the disposition
of its property shall at all times be and remain within its control, and
neither it nor its Affiliates has engaged in any general solicitation or
general advertising within the meaning of the Securities Act with respect to
the Series 2008-1 [Class A-2] [Class A-3] Notes.


 


2.     The
Transferee (a) has such knowledge and experience in financial and business
matters that the Transferee is capable of evaluating the merits and risks
(including for tax, legal, regulatory, accounting and other financial purposes)
of its prospective investment in the Notes and is financially able to bear such
risk, (b) in making such investment is not relying on the advice or
recommendations of the Initial Purchaser, the Co-Issuers or any of their
respective Affiliates (or any representative of any of the foregoing), and none
of such persons or their respective Affiliates is acting as a fiduciary or
financial or investment adviser for the Transferee, (c) has determined
that an investment in the Notes is suitable and appropriate for it and (d) has
had access to such financial and other information concerning the Co-Issuers
and the Notes as it has deemed necessary to make its own independent decision
to purchase the Notes, including the opportunity, at a reasonable time prior to
its purchase of the Notes, to ask questions and receive answers concerning the
Co-Issuers and the terms and conditions of the offering of the Notes.


 


3.     The
Transferee understands that (i) the Series 2008-1 [Class A-2] [Class A-3]
Notes have not been and will not be registered or qualified under the
Securities Act or any applicable state securities laws or the securities laws
of any other jurisdiction and are being offered only in a transaction not
involving any public offering within the meaning of the Securities Act and may
not be resold or otherwise transferred unless so registered or qualified or
unless an exemption from registration or qualification is available, (ii) the
Co-Issuers are not required to register the Series 2008-1 [Class A-2]
[Class A-3] Notes, (iii) any transferee must be a QP and (iv) any
transfer must comply with the applicable provisions of the Base Indenture, the
Supplement and the Series 2008-1 [Class A-2] [Class A-3] Note
Purchase Agreement.


 


4.     The
Transferee understands that the Series 2008-1 [Class A-2] [Class A-3]
Notes will bear the legend set out in the applicable form of the Series 2008-1
[Class A-2] [Class A-3] Notes attached to the Supplement and be
subject to the restrictions on transfer described in such legend.


 


5.     The
Transferee will obtain for the benefit of the Co-Issuers from any purchaser of
the Series 2008-1 [Class A-2] [Class A-3] Notes substantially
the same representations and warranties contained in the foregoing paragraphs.


 


6.     On each
day that it holds the Notes, it is deemed to represent, and any account on
behalf of which it is purchasing the Notes is deemed to represent, that either (A) it
is not and is not acting on behalf of (i) an employee benefit plan subject
to Part 4 of 


 


2

















 


Title I of ERISA, (ii) a
plan subject to Section 4975 of the Code, (iii) an entity, the assets
of which are considered to include assets of a plan described in (i) or (ii) or
(iv) a governmental plan, a church plan or a foreign plan subject to
provisions under any Similar Laws, and is not using the assets of any of the
foregoing in purchasing an interest in the Notes, or (B) its purchase and
holding of an interest in the Series 2008-1 Note does not and will not
result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental or other
plan, a non-exempt violation of any applicable Similar Law).


 


[The Transferee is a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-9 (or applicable successor form) and such
form is attached hereto.]


 


[The Transferee is not a “United
States person” within the meaning of Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and has properly completed and signed
Internal Revenue Service Form W-8 (or applicable successor form) and such
form is attached hereto.]


 


The representations set forth above shall be deemed to
be made on each day from the date the Transferee acquires any interest in any
Note through and including the date on which such Transferee disposes of its
interest in the applicable Note.  The
Transferee agrees to provide prompt written notice to each of the Co-Issuers,
the Registrar and the Trustee of any change of the status of the Transferee
that would cause it to breach the representations made above.  The Transferee further agrees to indemnify
and hold harmless the Co-Issuers, the Trustee, the Registrar and the Initial
Purchaser and their respective affiliates from any cost, damage or loss
incurred by them as a result of the inaccuracy or breach of the foregoing
representations, warranties and agreements. 
Any purported transfer of the Notes (or interest therein) that does not
comply with the requirements above shall be null and void ab initio.


 


The Transferee understands that the Co-Issuers, the
Employee Company, the Initial Purchaser, the Trustee, NuCO2, their respective Affiliates and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and are irrevocably authorized to produce this certificate or a copy thereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby, and the Transferee hereby
consents to such reliance and authorization.


 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:
                        
      ,

  	
   

  	
   

  



 


3

















 


	
  Taxpayer Identification
  Number:

  	
   

  	
  Address for Notices:

  
	
  Wire Instructions for
  Payments:

  	
   

  	
   

  
	
  Bank:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Bank ABA #:

  	
   

  	
  Tel:

  
	
  Account No.:

  	
   

  	
  Fax:

  
	
  FAO:

  	
   

  	
  Attn.:

  
	
  Attention:

  	
   

  	
   

  



 


Registered Name (if
Nominee):


 


cc:                                 NuCO2 Funding LLC


NuCO2 LLC


NuCO2 Supply LLC


NuCO2 IP LLC


2800 S.E. Market Place


Stuart, FL 34997


 


4

















 


EXHIBIT D


 


FORM OF NOTEHOLDERS’ STATEMENT


 


[DATE]

Series 2008-1 Notes

Monthly Collection Period:  [MM/DD/YY] —
[MM/DD/YY]

Payment Date:  [MM/DD/YY]


 


Reference is hereby made
to the Base Indenture, dated as of May 28, 2008 (the “Base Indenture”), among NuCO2 Funding LLC,
NuCO2 LLC, NuCO2 Supply LLC and NuCO2 IP LLC, as co-issuers (the “Co-Issuers”), and
U.S. Bank National Association, as trustee (the “Trustee”), administrative
agent and securities intermediary, as supplemented by the Series 2008-1
Supplement to the Base Indenture, dated as of May 28, 2008 (the “Supplement” and, together with the
Base Indenture, the “Indenture”), and the Transaction Management Agreement,
dated as of May 28, 2008, between the Co-Issuers and NuCO2 Management LLC
(the “Transaction Management Agreement”)  .  Capitalized terms otherwise not defined
herein shall have the meaning assigned to them in the Indenture or the
Transaction Management Agreement.


 


This Noteholders’
Statement is delivered pursuant to Section 4.1(c) of the Base
Indenture, Section 5.1 of the Series 2008-1 Supplement, and Section 2.1(c)(iii) of
the Transaction Management Agreement. 
The undersigned, on behalf of the Transaction Manager and the Master
Issuer, hereby certifies as follows:


 


(A)          To the knowledge of the Transaction
Manager and the Master Issuer, the historical information contained herein is
true and correct in all material respects;


 


(B)           The forward looking information
contained herein has been prepared in good faith based on information in the
Transaction Manager’s and in the Master Issuer’s possession and/or reasonably
available to the Transaction Manager and the Master Issuer as of the date
hereof; and


 


(C)           Except as otherwise set forth herein,
each of the Transaction Manager has performed in all material respects its
obligations under each Related Document since the date of the previously
delivered Noteholders’ Statement.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


[ATTACH MONTHLY
MANAGER’S CERTIFICATE]


 

















 


EXHIBIT E


 


FORM OF IMPORTANT 3(C)(7) NOTICE


 


[INSERT NAME OF CLEARING AGENCY]


 


IMPORTANT


 


	
  B#:

  	
  [number]

  
	
   

  	
   

  
	
  DATE:

  	
  [date]

  
	
   

  	
   

  
	
  TO:

  	
  ALL
  PARTICIPANTS

  
	
   

  	
   

  
	
  FROM:

  	
  [name], [title], Underwriting Department

  
	
   

  	
   

  
	
  ATTENTION:

  	
  [Managing
  Partner/Officer; Cashier, Operations, Data Processing and Underwriting
  Managers]

  
	
   

  	
   

  
	
  SUBJECT:

  	
  Section 3(c)(7) restrictions
  for NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC and NUCO2 IP LLC, each as Co-Issuer of [$280,000,000 7.25% Fixed Rate Series 2008-1 Senior
  Notes, Class A-1] [$75,000,000 9.75% Fixed Rate Series 2008-1
  Subordinated Notes, Class B-1]

  
	
   

  	
   

  
	
  (A) 
  CUSIP Numbers:

  	
   

  	
  [CUSIP
  Numbers for 7.25%
  Fixed Rate Series 2008-1 Senior Notes, Class A-1 — 144A, Reg.S]

   

  [CUSIP
  Numbers for 9.75%
  Fixed Rate Series 2008-1 Subordinated Notes, Class B-1 — 144A, Reg.
  S]

  
	
   

  	
   

  	
   

  
	
  (B) 
  Security Description:

  	
   

  	
  NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC and NUCO2 IP LLC, each as Co-Issuer of [$280,000,000 7.25% Fixed Rate Series 2008-1 Senior
  Notes, Class A-1] [$75,000,000 9.75% Fixed Rate Series 2008-1
  Subordinated Notes, Class B-1]

  
	
   

  	
   

  	
   

  
	
  (C) 
  Offer Amount:

  	
   

  	
  [$280,000,000] [$75,000,000]

  
	
   

  	
   

  	
   

  
	
  (D) 
  Managing Underwriter:

  	
   

  	
  UBS
  Securities LLC

  
	
   

  	
   

  	
   

  
	
  (E) 
  Paying Agent:

  	
   

  	
  [Name
  of paying agent]

  
	
   

  	
   

  	
   

  
	
  (F) 
  Closing Date:

  	
   

  	
  May 28,
  2008

  



 

















 


Special Instructions:


 


See Attached Important Instructions from the Co-Issuers.


 


2

















 


[CO-ISSUERS LETTERHEAD]


 


[$280,000,000 7.25% Fixed Rate Series 2008-1 Senior
Notes, Class A-1]


[$75,000,000 9.75% Fixed Rate Series 2008-1
Subordinated Notes, Class B-1]


 


[CUSIP
Numbers for 7.25%
Fixed Rate Series 2008-1 Senior Notes, Class A-1 — 144A, Reg.S]


 


[CUSIP
Numbers for 9.75%
Fixed Rate Series 2008-1 Subordinated Notes, Class B-1 — 144A, Reg. S]


 


The
Co-Issuers and the Initial Purchaser are putting Participants on notice that
they are required to follow these purchase and transfer restrictions with
regard to the above-referenced security.


 


In
order to qualify for the exemption provided by Section 3(c)(7) under
the Investment Company Act of 1940, as amended (the “Investment Company Act”),
and the exemption provided by Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), offers, sales and resales of the [$280,000,000 7.25% Fixed Rate Series 2008-1 Senior
Notes, Class A-1] [$75,000,000 9.75% Fixed Rate Series 2008-1
Subordinated Notes, Class B-1] (the “Securities”) may only
be made in minimum denominations of
$                    
to “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A
that are also “qualified purchasers” (“QPs”) within the meaning of Section 2(a)(51)(A) of
the Investment Company Act. Each purchaser of Securities (1) represents to
and agrees with the Co-Issuers and the Initial Purchaser that (i) the
purchaser is a QIB who is a QP (a “QIB/QP”); (ii) the purchaser is not a
broker-dealer who owns and invests on a discretionary basis less than $25
million in securities of unaffiliated issuers; (iii) the purchaser is not
a participant-directed employee plan, such as a 401(k) plan; (iv) the
QIB/QP is acting for its own account, or the account of another QIB/QP; (v) the
purchaser is not formed for the purpose of investing in the Co-Issuers; (vi) the
purchaser, and each account for which it is purchasing, will hold and transfer
at least the minimum denomination of Securities; (vii) the purchaser
understands that the Co-Issuers may receive a list of participants holding
positions in its securities from one or more book-entry depositaries; (viii) the
purchaser is not an entity in which the shareholders, equity owners, partners,
beneficiaries, beneficial owners or participants, as applicable, may designate
the particular investments to be made; (ix) the purchaser is not an entity
that, immediately subsequent to its purchase or other acquisition of a
beneficial interests in the Securities, will have invested more than 40% of its
assets in beneficial interests in the Securities and/or in other securities of
the Co-Issuers (unless all of the beneficial owners of such entity’s securities
are qualified purchasers) to whom notice is given that the resale, pledge or
other transfer is being made in reliance on the exemption from Securities Act
registration provided by Rule 144A; (x) the purchaser is not (A) an
employee benefit plan described in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), but not subject
to ERISA or an entity the assets of which constitute assets of such a plan, an
employee benefit plan that is subject to Title I of ERISA, (C) a plan,
individual retirement account or other arrangement subject to Section 4975
of the Internal Revenue Code of 1986, as amended, or an entity 


 


3

















 


whose
underlying assets are considered to include “plan assets” of any such plan,
account or arrangement under U.S. Department of Labor Regulations, as modified
(each, a “Plan”), and such entity is not acquiring or holding the Securities
for or on behalf of or with the assets of any Plan, or (D) unable to
represent and warrant that the purchase and holding of the Securities does not
and will not result in a non-prohibited transaction under Section 306 of
ERISA or Section 4975 of the Code (or, in the case of a governmental or
other plan, any applicable similar law); and (xi) the purchaser will provide
notice of the transfer restrictions to any subsequent transferees; and (2) acknowledges
that the Co-Issuers have not been registered under Investment Company Act and
the Securities have not been registered under the Securities Act and represents
to and agrees with the Co-Issuers and the Initial Purchaser that, for so long
as securities are outstanding, it will not offer, resell, pledge or otherwise
transfer the Securities except to a QIB that is also a QP in a transaction
meeting the requirements of Rule 144A. Each purchaser further understands
that the Securities will bear a legend with respect to such transfer
restrictions. See “Transfer Restrictions” in the Offering
Memorandum.


 


The
charter, bylaws, organizational documents or securities issuance documents of
the Co-Issuers provide that the Co-Issuers will have the right to (i) require
any holder of Securities who is determined not to be both a QIB and a QP to
sell the Securities to a QIB that is also a QP or (ii) redeem any
Securities held by such a holder on specified terms. In addition, the
Co-Issuers have the right to refuse to register or otherwise honor a transfer
of Securities to a proposed transferee that is not both a QIB and a QP.


 


The
restrictions on transfer required by the Co-Issuers (outlined above) will be
reflected [under the notation “3c7” in DTC’s User Manuals and DTC’s Reference
Directory] [Annex 3(c)(7) of Euroclear’s New Issues Acceptance Guide] [Chapter
7 (“Custody Business Operations — New Issues”), Section 7.3 (“General
Procedure for the admission and distribution of new issues of syndicated
international instruments”) in Clearstream Banking’s Reference Directory].


 


Any
questions or comments regarding this subject may be directed to [Co-Issuers
contact person] (      )
      -


 


4