Exhibit 4.11


 





 


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 2010-1 SUPPLEMENT


 




dated as of September 29, 2010


 




to


 




BASE INDENTURE


 




dated as of May 28, 2008


 





 


$40,000,000 7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1




 





 

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  PRELIMINARY STATEMENT

  	
  1

  
	
   

  	
   

  
	
  DESIGNATION

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II ALLOCATIONS; PAYMENTS

  	
  3

  
	
   

  	
   

  
	
  Section 2.1

  	
  Application of Certain Amounts on the Series 2010-1
  Closing Date

  	
  3

  
	
  Section 2.2

  	
  Application of Collections on Payment Dates to the
  Series 2010-1 Class A-1 Notes

  	
  3

  
	
  Section 2.3

  	
  Certain Distributions from Collection Account

  	
  3

  
	
  Section 2.4

  	
  Series 2010-1 Class A-1 Interest

  	
  4

  
	
  Section 2.5

  	
  Payment of Series 2010-1 Class A-1 Note Principal

  	
  5

  
	
  Section 2.6

  	
  No Duplication of Cash Trapping Amounts

  	
  9

  
	
  Section 2.7

  	
  Transaction Manager

  	
  9

  
	
  Section 2.8

  	
  Master Manager

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE III ADDITIONAL COVENANTS
  AND EVENT OF DEFAULT APPLICABLE TO SERIES 2010-1 NOTES

  	
  10

  
	
   

  	
   

  
	
  Section 3.1

  	
  Use of Proceeds

  	
  10

  
	
  Section 3.2

  	
  Prepayment of Subordinated Notes

  	
  10

  
	
  Section 3.3

  	
  Scheduled Maturity of Additional Notes

  	
  10

  
	
  Section 3.4

  	
  Additional Event of Default

  	
  11

  
	
  Section 3.5

  	
  Series 2010-1 Note Owner Notice Information

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV FORM OF
  SERIES 2010-1 NOTES

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Issuance of Series 2010-1 Class A-1 Notes

  	
  11

  
	
  Section 4.2

  	
  Transfer Restrictions of Series 2010-1 Class A-1
  Notes

  	
  13

  
	
  Section 4.3

  	
  Section 3(c)(7) Procedures

  	
  21

  
	
  Section 4.4

  	
  Note Owner Representations and Warranties

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE V GENERAL

  	
  29

  
	
   

  	
   

  
	
  Section 5.1

  	
  Information

  	
  29

  
	
  Section 5.2

  	
  Exhibits

  	
  30

  
	
  Section 5.3

  	
  Ratification of Base Indenture

  	
  30

  
	
  Section 5.4

  	
  Certain Notices to the Rating Agencies

  	
  30

  
	
  Section 5.5

  	
  Counterparts

  	
  30

  
	
  Section 5.6

  	
  Governing Law

  	
  31

  
	
  Section 5.7

  	
  Amendments

  	
  31

  
	
  Section 5.8

  	
  Termination of Series 2010-1 Supplement

  	
  31

  



 


i

















 


	
  Section 5.9

  	
  Fiscal Year End

  	
  31

  



 


	
  ANNEXES

  	
   

  
	
   

  	
   

  
	
  Annex A

  	
  Series 2010-1
  Supplemental Definitions List

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
  Exhibit A:

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

  
	
  Exhibit B:

  	
  Form of Restricted Regulation S
  Class A-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 D:

  	
  Form of Noteholders’ Statement

  
	
  Exhibit E:

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

  



 


ii

















 


SERIES
2010-1 SUPPLEMENT, dated as of September 29, 2010 (this “Series 2010-1
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 May 28,
2008, by and among the Co-Issuers and the Trustee (as amended, modified or
supplemented from time to time, exclusive of this Series 2010-1
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 2010-1 Supplement, and such Series of Notes
shall be designated as Series 2010-1 Notes.  On the Series 2010-1 Closing Date, the
following Class of Notes of such Series shall be issued: 7.628% Fixed
Rate Series 2010-1 Senior Notes, Class A-1 (as referred to herein,
the “Series 2010-1 Class A-1 Notes”).  For purposes of the Indenture, the Series 2010-1
Class A-1 Notes shall be deemed to be “Senior Notes,” “Class A Notes”
and “Class A-1 Notes.”


 


ARTICLE I


 


DEFINITIONS


 


All
capitalized terms used but not defined herein (including in the preamble and
the recitals hereto) shall have the meanings assigned to such terms in the Series 2010-1
Supplemental Definitions List attached hereto as Annex A (the “Series 2010-1
Supplemental Definitions List”) as such Series 2010-1 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 herein or therein shall have
the meanings assigned thereto in the Base Indenture Definitions List 


 


1

















 


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 2010-1 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 2010-1 Class A-1 Notes and not to any
other Series or Class of Notes issued by the Co-Issuers.


 


For
purposes of the Base Indenture:


 


(a)           the Additional Series 2010-1
Senior Note Prepayment Amount shall be deemed to be an “Additional Series Class A
Senior Note Prepayment Amount;”


 


(b)           the Series 2010-1 Adjusted Repayment Date shall be
deemed to be an “Adjusted Repayment Date;”


 


(c)           the Series 2010-1 Cash Trapping Amount shall be
deemed to be a “Cash Trapping Amount;”


 


(d)           the Series 2010-1 Cash Trapping Period shall be
deemed to be a “Cash Trapping Period;”


 


(e)           the Series 2010-1 Class A-1 Note Make Whole
Premium shall be deemed to be a “Note Make Whole Premium;”


 


(f)            the Series 2010-1 Class A-1 Outstanding Principal
Amount shall be deemed to be an “Outstanding Principal Amount;”


 


(g)           the Series 2010-1 Legal Final Maturity Date shall be
deemed to be a “Series Legal Final Maturity Date;”


 


(h)           the Series 2010-1 Scheduled Maturity Date shall be
deemed to be a “Scheduled Maturity Date;” and


 


(i)            the Series 2010-1 Class A-1 Senior Note
Interest shall be deemed to be a “Senior Note Interest Amount;”


 


(j)            the Series 2010-1 Closing Date shall be deemed to be
a “Series Closing Date;” and


 


(k)           the rating assigned to the Series 2010-1 Class A-1
Notes by Moody’s is Baa2.


 


2

















 


ARTICLE II


 


ALLOCATIONS; PAYMENTS


 


With
respect to the Series 2010-1 Class A-1 Notes only, the following
shall apply:


 


Section 2.1             Application of Certain Amounts
on the Series 2010-1 Closing Date. 
On the Series 2010-1 Closing Date:


 


(a)           a portion of the net proceeds from the initial sale of the
Series 2010-1 Class A-1 Notes in an amount equal to $1,525,600 shall
be deposited into the Senior Note Interest Reserve Account; and


 


(b)           subject to Section 3.1, the remainder of the net
proceeds from the sale of the Series 2010-1 Class A-1 Notes will be
paid to, or at the direction of, the Co-Issuers.


 


Section 2.2             Application of Collections on
Payment Dates to the Series 2010-1 Class A-1 Notes.  On each Payment Date, the Series 2010-1 Class A-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
Senior Note Interest Amount, the Senior Note Contingent Additional Interest
Amount, the Series 2010-1 Class A-1 Note Make Whole Premium, 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 2.2 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 2.3             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 2010-1 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 2010-1
Class A-1 Notes,


 


(b)           to the Series 2010-1 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 2010-1 Class A-1 Notes,
and


 


(c)           to the Series 2010-1 Class A-1 Noteholders from
the Senior Note Contingent Additional Interest Account the amount deposited
thereto for the payment of Series 2010-1 Class A-1 Contingent
Additional Interest.


 


3

















 


For
purposes of the Base Indenture, the Series 2010-1 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 2.4             Series 2010-1 Class A-1
Interest.


 


(a)           Series 2010-1 Class A-1 Note Interest Amount.  From and after the Series 2010-1 Closing
Date and until the Series 2010-1 Final Payment has been made, interest on
the Series 2010-1 Class A-1 Notes will accrue at a fixed rate of
7.628% per annum (the “Series 2010-1 Class A-1 Note Interest Rate”)
and will be due and payable in arrears and distributed to the Series 2010-1
Class A-1 Noteholders on each Payment Date, commencing on the Payment Date
occurring in October 2010.  The
amount of interest to be paid on such Payment Date to the Series 2010-1 Class A-1
Noteholders (the “Series 2010-1 Class A-1 Interest”) will be
an amount equal to the sum of (a) the accrued interest at the Series 2010-1
Class A-1 Note Interest Rate on the Series 2010-1 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 2010-1 Class A-1 Notes for the immediately
preceding Interest Period, together with any interest thereon.  The Series 2010-1 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 2010-1 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 2010-1 Class A-1
Interest is not paid, in full, when due, such unpaid amount shall accrue
interest at the Series 2010-1 Class A-1 Note Interest Rate until paid
in full; provided that in any event all accrued but unpaid Series 2010-1
Class A-1 Interest shall be due and payable on the Series 2010-1
Legal Final Maturity Date, on any Series 2010-1 Prepayment Date with
respect to a prepayment in full of the Series 2010-1 Class A-1 Notes
or on any other day on which all of the Series 2010-1 Class A-1
Outstanding Principal Amount is required to be paid in full.  The Series 2010-1 Class A-1
Interest is not guaranteed by any Person.


 


(b)           Series 2010-1 Class A-1 Contingent Additional
Interest.  If (x) the Series 2010-1
Final Payment has not been made on the Series 2010-1 Scheduled Maturity
Date, then for each Interest Period following the Series 2010-1 Scheduled
Maturity Date, or (y) upon the occurrence of an Early Amortization Event
described in clause (d) of Section 9.1 of the Base Indenture,
then for each Interest Period thereafter (while such Early Amortization Event
is continuing), if (a) the sum of (i) One-Month LIBOR plus  (ii) 6.00% per annum plus (iii) 2.00%
(such aggregate amount in this clause (a), the “Series 2010-1 Class A-1
Stepped-Up Interest Rate”) is greater than (b) the product of
(x) the Series 2010-1 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 2010-1 Class A-1
Contingent Additional Interest Rate”), contingent additional interest shall
accrue on the Series 2010-1 Class A-1 Outstanding Principal Amount
during each such Interest Period at an annual interest rate equal to the Series 2010-1
Class A-1 Contingent Additional Interest Rate, calculated based on a
360-day year and 


 


4

















 


the actual number of days elapsed during each
such Interest Period (such contingent additional interest, the “Series 2010-1
Class A-1 Contingent Additional Interest”).


 


(c)           Payment of Series 2010-1 Class A-1 Contingent
Additional Interest.  All accrued but
unpaid Series 2010-1 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 2010-1 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 2010-1 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 2010-1 Contingent Additional
Interest at the Series 2010-1 Class A-1 Stepped-Up Interest Rate; provided
that in any event all accrued but unpaid Series 2010-1 Class A-1
Contingent Additional Interest shall be due and payable in full on the Series 2010-1
Legal Final Maturity Date, on any Series 2010-1 Prepayment Date with
respect to a prepayment in full of the Series 2010-1 Class A-1 Notes
or on any other day on which all of the Series 2010-1 Class A-1
Outstanding Principal Amount is required to be paid in full.  The Series 2010-1 Class A-1
Contingent Additional Interest is not guaranteed by any Person.


 


(d)           Series 2010-1 Class A-1 Initial Interest
Period.  The initial Interest Period
for the Series 2010-1 Class A-1 Notes shall be from and including the
Series 2010-1 Closing Date to but excluding the Payment Date occurring in
October 2010.


 


Section 2.5             Payment of Series 2010-1 Class A-1
Note Principal.


 


(a)           Series 2010-1 Class A-1 Notes Principal
Payment at Legal Maturity.  The
Aggregate Outstanding Principal Amount of the Series 2010-1 Class A-1
Notes shall be due and payable on the Series 2010-1 Legal Final Maturity
Date.  The Aggregate Outstanding
Principal Amount of the Series 2010-1 Class A-1 Notes is not
prepayable, in whole or in part, except pursuant to this Section 2.5.


 


(b)           Series 2010-1 Scheduled Maturity.  The Series 2010-1 Final Payment is
anticipated to occur on the Payment Date occurring in June 2015 (such
date, the “Series 2010-1 Scheduled Maturity Date”).


 


(c)           Series 2010-1 Class A-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 2010-1
Class A-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 2010-1 Class A-1
Notes and all other amounts that are or will be due and payable with respect to
the Series 2010-1 Class A-1 Notes under the Indenture and the Series 2010-1
Class A-1 Note Purchase Agreement as of the Series 2010-1 Prepayment
Date 


 


5

















 


(including all interest and
fees accrued to such date and any Series 2010-1 Class A-1 Note Make
Whole Premium required to be paid in connection therewith pursuant to Section 2.5(d)),
(B) delivering the applicable prepayment notices pursuant to Section 2.5(f) and
(C) directing the Trustee to distribute such amount to the Series 2010-1
Class A-1 Noteholders on the applicable Series 2010-1 Prepayment
Date.


 


(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 pursuant to clause tenth 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 Series 2010-1 Class A-1
Notes and on the applicable Classes of any other 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 2.5(c)(ii), the
Co-Issuers shall be obligated to pay to the Series 2010-1 Class A-1
Noteholders from such Indemnification Amounts the Series 2010-1 Class A-1
Note Make Whole Premium required to be paid in connection therewith pursuant to
Section 2.5(d) below.


 


(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 pursuant to clause tenth 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 Series 2010-1 Class A-1
Notes and on the applicable Classes of any other 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 2.5(c)(iii), the
Co-Issuers shall be obligated to pay to the Series 2010-1 Class A-1
Noteholders from such Asset Disposition Amounts the Series 2010-1 Class A-1
Note Make Whole Premium required to be paid in connection therewith pursuant to
Section 2.5(d) below.


 


(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 pursuant to clause tenth 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 Series 2010-1 Class A-1
Notes and on the applicable Classes of any other 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 2.5(c)(iv), the
Co-Issuers shall be obligated to pay to the Series 2010-1 Class A-1
Noteholders from such Insurance Proceeds Amounts the 


 


6

















 


Series 2010-1 Class A-1
Note Make Whole Premium required to be paid in connection therewith pursuant to
Section 2.5(d) below.


 


(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 pursuant to clause tenth 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 Series 2010-1 Class A-1
Notes and on the applicable Classes of any other 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 2.5(c)(v), the
Co-Issuers shall be obligated to pay to the Series 2010-1 Class A-1
Noteholders from such Excess CAPEX Amounts the Series 2010-1 Class A-1
Note Make Whole Premium required to be paid in connection therewith pursuant to
Section 2.5(d) below.


 


(vi)          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 pursuant to clause twelfth 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 Series 2010-1
Class A-1 Notes and on the applicable Classes of any other Series of
Notes in the order of priority described in Section 6.1 of the Base
Indenture on the related Payment Date.


 


(d)           Series 2010-1 Class A-1 Note Make Whole
Premium.  In connection with
(i) any mandatory prepayment of any Series 2010-1 Class A-1
Notes pursuant to Sections 2.5(c)(i) through 2.5(c)(v), or (ii) any
optional prepayment of the Series 2010-1 Class A-1 Notes pursuant to Section 2.5(e),
the Co-Issuers shall pay the applicable Series 2010-1 Class A-1 Note
Make Whole Premium related to the applicable Series 2010-1 Prepayment
Amount; provided that no such Series 2010-1 Class A-1 Note
Make Whole Premium shall be payable in connection with any payment that occurs
(A) on or after the Payment Date occurring in March 2015 or
(B) after an Early Amortization Period commences.  The Series 2010-1 Class A-1 Note
Make Whole Premium is not guaranteed by any Person.


 


(e)           Optional Prepayment of Series 2010-1 Class A-1
Notes.  Subject to Sections 2.5(d) and
2.5(f), the Co-Issuers shall have the option to prepay the Series 2010-1
Class A-1 Notes in whole but not in part on the applicable Series 2010-1
Prepayment Date specified in the applicable Prepayment Notices, at a price
equal to the unpaid Series 2010-1 Class A-1 Outstanding Principal
Amount being prepaid, plus accrued and unpaid interest thereon through such Series 2010-1
Prepayment Date, together with any applicable Series 2010-1 Class A-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.


 


7














 


(f)            Notices of Series 2010-1 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 2.5(e), or at least five (5) Business Days
prior to any prepayment pursuant to Section 2.5(c)(i), to each Series 2010-1
Class A-1 Noteholder affected by such Series 2010-1 Prepayment (or to
the Trustee or Administrative Agent for delivery to such Series 2010-1 Class A-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 2.5(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 2.5(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 2010-1 Class A-1
Note Make Whole Premium 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 2010-1
Class A-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 2.5(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 2010-1 Prepayments.  On any date on which a payment of principal
of the Series 2010-1 Class A-1 Notes will be made prior to (x) the
Payment Date occurring immediately before the Series 2010-1 Scheduled
Maturity Date or (y) the commencement of an Early Amortization Period
(each such date, a “Series 2010-1 Prepayment Date”), including,
without limitation, with respect to any prepayment of any such Notes pursuant
to Sections 2.5(c)(i) through 2.5(c)(v) and Section 2.5(e) (each,
a “Series 2010-1 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 2010-1
Prepayment Amount”) and (ii) the applicable Series 2010-1 Class A-1
Note Make Whole Premium shall each be due and payable.  The Co-Issuers shall pay the Series 2010-1
Prepayment Amount together with the applicable Series 2010-1 Class A-1
Note Make Whole Premium to the Series 2010-1 Class A-1 


 


8

















 


Noteholders on or prior to the related Series 2010-1
Prepayment Date, which amounts shall be distributed in accordance with Section 2.5(h) of
this Series 2010-1 Supplement.


 


(h)           Series 2010-1 Prepayment Distributions.


 


(i)            On the Series 2010-1 Prepayment Date for each Series 2010-1
Prepayment to be made pursuant to this Section 2.5 in respect of
the Series 2010-1 Class A-1 Notes, the Trustee shall, in accordance
with Section 6.1 of the Base Indenture, wire transfer to the Series 2010-1
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 2010-1
Class A-1 Outstanding Principal Amount, the amounts allocated to the Series 2010-1
Class A-1 Noteholders pursuant to this Section 2.5 and Sections
5.13 and 5.14 of the Base Indenture, if any, in order to repay the
applicable portion of the Series 2010-1 Class A-1 Outstanding
Principal Amount and pay all accrued and unpaid interest thereon up to such Series 2010-1
Prepayment Date and any Series 2010-1 Class A-1 Note Make Whole
Premium due to the Series 2010-1 Class A-1 Noteholders payable on
such date.


 


(i)            Series 2010-1 Notices of Series 2010-1 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 2010-1 Final Payment
Date; provided, however, that with respect to any Series 2010-1
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 2010-1
Final Payment beyond the notice required to be given in connection with such
prepayment pursuant to Section 2.5(f).  In addition, the Trustee shall provide any
written notice required under this Section 2.5(i) to each
Person in whose name a Series 2010-1 Class A-1 Note is registered at
the close of business on the Record Date with respect to the Payment Date that
will be the Series 2010-1 Final Payment Date.  Such written notice to be sent to the Series 2010-1
Class A-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 2010-1 Final Payment
will be made and shall specify that such Series 2010-1 Final Payment will
be payable only upon presentation and surrender of the Series 2010-1 Class A-1
Notes and shall specify the place where the Series 2010-1 Class A-1
Notes may be presented and surrendered for such Series 2010-1 Final
Payment.


 


Section 2.6             No Duplication of Cash Trapping
Amounts.  For the avoidance of doubt,
the Series 2010-1 Cash Trapping Amount deposited to the Cash Trap Reserve
Account on any Payment Date shall not be duplicative of any other Cash Trapping
Amount deposited to the Cash Trap Reserve Account on such Payment Date pursuant
to any other Series of Notes.


 


Section 2.7             Transaction Manager.  Pursuant to the Transaction Management
Agreement, the Transaction Manager has agreed to provide certain reports, 


 


9

















 


notices, instructions and other services on
behalf of the Master Issuer and the other Co-Issuers.  The Series 2010-1 Class A-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 2010-1
Class A-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 2.8             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 2010-1 Class A-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 2010-1
Class A-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 III


 


ADDITIONAL COVENANTS AND
EVENT OF DEFAULT APPLICABLE TO SERIES 2010-1 NOTES


 


Section 3.1             Use of Proceeds.  The proceeds of the Series 2010-1 Class A-1
Notes, net of (i) fees, commissions, costs and other expenses incurred in
connection with the issuance of the Series 2010-1 Class A-1 Notes and
(ii) the proceeds deposited in the Senior Note Interest Reserve Account
pursuant to Section 2.1(a) hereof, for a period commencing on the Series 2010-1
Closing Date and ending upon the earlier of (x) the date that is six
months after the Series 2010-1 Closing Date and (y) the date of the
consummation of the IPO (the “Proceeds Restriction Period”), shall be
segregated and deposited in a subaccount of the Surplus Account and shall be
used only for acquisitions, growth capital expenditures and other general
corporate purposes (including the repayment of indebtedness); provided
that, in no event during the Proceeds Restriction Period shall any such
proceeds be distributed as dividends to NuCO2 or be used
for any repurchase of capital stock of NuCO2 Parent.  After the Proceeds Restriction Period, any
remaining net proceeds of the Series 2010-1 Class A-1 Notes shall be
released from any such subaccount and may be used as permitted under the Base
Indenture.


 


Section 3.2             Prepayment of Subordinated Notes.  No Co-Issuer shall repay any principal amount
of the 9.75% Fixed Rate Series 2008-1 Subordinated Notes, Class B-1,
issued by the Co-Issuers after the Series 2010-1 Scheduled Maturity Date
unless and until all Series 2010-1 Class A-1 Notes Outstanding have
been paid in full.


 


Section 3.3             Scheduled Maturity of Additional
Notes.  No new Series of Notes
issued after the Series 2010-1 Closing Date may be issued with a Series Scheduled
Maturity Date that will occur prior to the Series 2010-1 Adjusted
Repayment Date.


 


10

















 


Section 3.4             Additional Event of Default.  For purposes of the Series 2010-1 Class A-1
Notes, an Event of Default shall occur if the Series 2010-1 Post-Adjusted
Repayment Date DSCR with respect to any Payment Date on or after the sixth
anniversary of the Series 2010-1 Closing Date is less than 1.20 times.


 


Section 3.5             Series 2010-1 Note Owner
Notice Information.  By acceptance of
any beneficial interest in a Series 2010-1 Class A-1 Note, each Series 2010-1
Note Owner agrees to provide the Trustee with Notice Information promptly upon
acquisition of such beneficial interest, or promptly after a written request
from the Trustee (sent by the Trustee upon instruction from the Co-Issuers in
accordance with the terms of the Base Indenture), which Notice Information
shall be promptly delivered by the Trustee to the Co-Issuers.


 


ARTICLE IV


 


FORM OF SERIES 2010-1
NOTES


 


Section 4.1             Issuance of Series 2010-1 Class A-1
Notes.


 


(a)           The Series 2010-1 Class A-1 Notes in the
aggregate may be offered and sold in the Series 2010-1 Class A-1
Initial Principal Amount on the Series 2010-1 Closing Date by the
Co-Issuers pursuant to the Series 2010-1 Class A-1 Note Purchase
Agreement.  The Series 2010-1 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 2010-1 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 2010-1 Class A-1 Notes
will be Book-Entry Notes, and DTC will be the Depository for the Series 2010-1
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 2010-1
Class A-1 Notes.  The Series 2010-1
Class A-1 Notes shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof.


 


(b)           Restricted 144A Class A-1 Global Notes.  The Series 2010-1 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
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 4.2, 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 


 


11

















 


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.


 


(c)           Restricted Regulation S Class A-1 Global
Notes.  Any Series 2010-1 Class A-1
Notes offered and sold on the Series 2010-1 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
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 4.2,
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.


 


(d)           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 4.2(h) (the
“Unrestricted Class A-1 Global Notes,” and together with the
Restricted Class A-1 Global Notes, the “Series 2010-1 Class A-1
Global Notes”) as provided in Section 4.2(d).  Beneficial interests in the Restricted
Regulation S Class A-1 Global Notes may be exchanged for beneficial
interests in one or more Unrestricted Class A-1 Global Notes as provided
in Section 4.2(g).


 


(e)           Definitive Notes. 
The Class A-1 Series 2010-1 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 4.2, 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 2010-1
Class A-1 Global Notes shall be surrendered for cancellation to the
Trustee at the applicable Corporate Trust Office.


 


12

















 


Section 4.2             Transfer Restrictions of Series 2010-1
Class A-1 Notes.


 


(a)           A Series 2010-1 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 4.2(a) shall not prohibit
any transfer of a Series 2010-1 Class A-1 Note that is issued in
exchange for a Series 2010-1 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 2010-1
Class A-1 Global Note effected in accordance with the other provisions of
this Section 4.2.


 


(b)           The transfer by a Series 2010-1 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 2010-1 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 4.2(c); provided that the
remaining beneficial interest in such Restricted 144A Class A-1 Global
Note held by such Series 2010-1 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 beneficial interest and (iii) a
certificate in substantially the form set forth in Exhibit C-1
hereto given by the Series 2010-1 Class A-1 Noteholder holding such
beneficial interest in such Restricted 144A Class A-1 Global Note, the
Trustee, as Registrar, shall instruct 


 


13

















 


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 2010-1 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 4.2(d);
provided that the remaining beneficial interest in such Restricted 144A
Class A-1 Global Note held by such Series 2010-1 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 2010-1 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 Series 2010-1 Supplement and described in Section 4.2(h) are
no longer required in order to maintain compliance with the Securities Act.


 


14

















 


(e)           The transfer by a Series 2010-1 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 2010-1 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 4.2(f); provided that the remaining
beneficial interest in such Restricted Regulation S Class A-1 Global
Note held by such Series 2010-1 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 2010-1 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.


 


(g)           If a Series 2010-1 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 


 


15

















 


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 4.2(g);
provided that the remaining beneficial interest in such Restricted
Regulation S Class A-1 Global Note held by such Series 2010-1 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 2010-1 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 2010-1
Supplement and described in Section 4.2(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 2010-1 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-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 


 


16

















 


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 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


 


17














 


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


 


18

















 


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 2010-1 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.


 


(j)            The Series 2010-1 Class A-1 Global Notes issued
in connection with the Series 2010-1 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 


 


19

















 


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 2010-1 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 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 2010-1 Class A-1 Note as provided above, no other Series 2010-1
Class A-1 Note issued in exchange for all or any part of such Series 2010-1
Class A-1 Note shall bear such legend, unless the Co-Issuers have
reasonable cause to believe that such other Series 2010-1 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 2010-1 Class A-1
Notes to sell its interest in such Series 2010-1 Class A-1 Notes or
may sell such interest in such Series 2010-1 Class A-1 Notes on
behalf of such owner. In connection therewith, (a) if the Holder acquired
its interest in the Series 2010-1 Class A-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 Rule 144A Class A-1
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 Rule 144A
Class A-1 Global Note or (ii) any interest in a Restricted Regulation
S Class A-1 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 


 


20

















 


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 4.3             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 2010-1
Class A-1 Noteholders.  If DTC
notifies the Co-Issuers or the Trustee that it will not forward such 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 2010-1 Class A-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 2010-1 Class A-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 Class A-1 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 2010-1 Class A-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 Class A-1
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 Class A-1 Global Note and provide such
participants with an Important Section 3(c)(7) Notice.


 


21

















 


(vi)          The Co-Issuers will direct Euroclear to include the “144A/3(c)(7)”
marker in the name for the Restricted Rule 144A Class A-1 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 Rule 144A Class A-1 Global Note.


 


(viii)        The Co-Issuers will direct Euroclear to
include a description of the Section 3(c)(7) restrictions for the
Restricted Rule 144A Class A-1 Global Note in its New Issues
Acceptance Guide.


 


(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 Class A-1 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 Class A-1 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 Class A-1 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 Class A-1 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 Class A-1 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 Class A-1 Global Note at least
once every calendar year, substantially in the form of Exhibit E
hereto.


 


22

















 


(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 Class A-1 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 Class A-1
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 2010-1 Class A-1 Notes to include
on screens maintained by such vendors appropriate legends regarding Rule 144A
and Section 3(c)(7) restrictions.


 


(d)           The Co-Issuers shall cause the “CUSIP” number obtained for
the Series 2010-1 Class A-1 Notes to have an attached “fixed field”
that contains “3c7” and “144A” indicators.


 


Section 4.4                                      Note Owner
Representations and Warranties.  Each Person who becomes a Note Owner of a
beneficial interest in a Series 2010-1 Class A-1 Note pursuant to the
Offering Memorandum will represent, warrant and agree on the date such Person
acquires any interest in any Series 2010-1 Class A-1 Note as follows:


 


(a)           With respect to any sale of Series 2010-1 Class A-1
Notes pursuant to Rule 144A:


 


(i)            It understands that the Series 2010-1 Class A-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 2010-1 Class A-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 


 


23

















 


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 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 2010-1 Class A-1
Notes, will have invested more than 40% of its assets in beneficial interests
in the Series 2010-1 Class A-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 2010-1 Class A-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 2010-1
Class A-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 2010-1 Class A-1 Notes, such Series 2010-1
Class A-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 2010-1 Class A-1
Notes, other than the information contained in the Offering Memorandum and any
representations expressly set forth in a written agreement with such 


 


24

















 


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 2010-1 Class A-1 Notes, and it, and any
accounts for which it is acting, are each able to bear the economic risk of the
investment. It is purchasing the Series 2010-1 Class A-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 2010-1
Class A-1 Notes pursuant to Rule 144A. It understands that an
investment in the Series 2010-1 Class A-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 2010-1 Class A-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 2010-1 Class A-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 2010-1 Class A-1
Notes or the other documentation for the Series 2010-1 Class A-1
Notes. It has determined that the rates, prices or amounts and other terms of
the purchase and sale of the Series 2010-1 Class A-1 Notes reflect
those in the relevant market for similar transactions and it is purchasing the Series 2010-1
Class A-1 Notes with a full understanding of all of the terms, conditions
and risks thereof 


 


25

















 


(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 2010-1 Class A-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 4.2(h), 4.2(i) or 4.2(j), as
applicable.


 


(vii)         It understands that the Series 2010-1 Class A-1
Notes offered in reliance on Rule 144A will be represented by one or more
Restricted Rule 144A Class A-1 Global Notes. Before any interest in a
Restricted Rule 144A Class A-1 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 Class A-1 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 4.2(c) or 4.2(d), as
applicable.


 


(viii)        It will not, at any time, offer to buy
or offer to sell the Series 2010-1 Class A-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 2010-1 Class A-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 2010-1
Class A-1 Notes made to the holder of such Series 2010-1 Class A-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 


 


26

















 


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 2010-1 Class A-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 2010-1 Class A-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 2010-1
Class A-1 Notes to sell its interest in the Series 2010-1 Class A-1
Notes or may sell such interest in the Series 2010-1 Class A-1 Notes
on behalf of such owner. In connection therewith, (a) if it is acquiring
its interest in the Series 2010-1 Class A-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 Rule 144A
Class A-1 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 Rule 144A Class A-1 Global Note or (ii) any interest
in a Restricted Regulation S Class A-1 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 2010-1 Class A-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 2010-1
Class A-1 Notes: (a) the beneficial owner is not a U.S. Person and is
acquiring the Series 2010-1 Class A-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 2010-1 Class A-1 Note as part of a plan to
reduce, avoid or evade U.S. Federal income taxes owed, owing or potentially
owed or owing.


 


27














 


(ii)           It and each beneficial owner is aware that the sale of
such Series 2010-1 Class A-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 2010-1 Class A-1 Notes offered in
reliance on Regulation S will be represented by one or more Restricted
Regulation S Class A-1 Global Notes. It and each beneficial owner of the Series 2010-1
Class A-1 Notes is a QP and is not and will not be a U.S. Person, and its
purchase of the Series 2010-1 Class A-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 Class A-1 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 4.2(f) or 4.2(g),
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 2010-1 Class A-1
Notes.


 


(iii)          It is aware that, except as otherwise provided herein, the Series 2010-1
Class A-1 Notes being sold to it will be represented (a) initially by
one or more Restricted Regulation S Class A-1 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 Class A-1 Global Note in
the United States or to U.S. Persons will not be permitted.


 


(v)           On each day that it holds the Series 2010-1 Class A-1
Notes, it is deemed to represent, and any account on behalf of which it is
purchasing the Series 2010-1 Class A-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 2010-1 Class A-1
Notes, or (B) its purchase and holding of an interest in the Series 2010-1
Class A-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 


 


28

















 


governmental or other plan,
a non-exempt violation of any applicable Similar Law).


 


(c)           As a Holder of the Series 2010-1 Class A-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 2010-1 Class A-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 (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.


 


(d)           It understands and agrees to comply with the covenant set
forth in Section 3.5 of this Series 2010-1 Supplement.


 


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 2010-1
Class A-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 2010-1
Class A-1 Noteholders on such Payment Date;


 


(ii)           the amount of such distribution allocable to the payment
of principal of each Class of the Series 2010-1 Class A-1 Notes;


 


29

















 


(iii)          the amount of such distribution allocable to the payment of
interest on each Class of the Series 2010-1 Class A-1 Notes;


 


(iv)          the amount of such distribution allocable to the payment of
the Series 2010-1 Class A-1 Note Make Whole Premium, if any, on the Series 2010-1
Class A-1 Notes;


 


(v)           the amount of such distribution allocable to the payment
of any fees or other amounts due to the Series 2010-1 Class A-1
Noteholders;


 


(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 and the Series 2010-1
Post-Adjusted Repayment Date DSCR 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, 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 2010-1 Class A-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 are an integral part hereof
and supplement the annexes, exhibits and schedules included in the Base
Indenture.


 


Section 5.3             Ratification of Base Indenture.  As supplemented by this Series 2010-1
Supplement, the Base Indenture is in all respects ratified and confirmed and
the Base Indenture as so supplemented by this Series 2010-1 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 2010-1
Supplement or any other Related Document.


 


Section 5.5             Counterparts.  This Series 2010-1 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.


 


30

















 


Section 5.6             Governing Law.  THIS SERIES
2010-1 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 2010-1 Supplement may not be
modified or amended except in accordance with the terms of the Base Indenture; provided
that any provision of this Series 2010-1 Supplement may be amended without
the consent of any Series 2010-1 Class A-1 Noteholder to conform any
provision of this Series 2010-1 Supplement to any provision of the “Description
of the Base Indenture” or “Description of the Offered Notes” set forth in the
Offering Memorandum relating to the Series 2010-1 Class A-1 Notes.


 


Section 5.8             Termination of Series 2010-1
Supplement.  This Series 2010-1
Supplement shall cease to be of further effect when (i) all Outstanding Series 2010-1
Class A-1 Notes theretofore authenticated and issued have been delivered
(other than destroyed, lost, or stolen Series 2010-1 Class A-1 Notes
which have been replaced or paid) to the Trustee for cancellation and
(ii) the Co-Issuers have paid all sums payable hereunder.


 


Section 5.9             Fiscal Year End.  The Co-Issuers shall not change their fiscal
year end from June 30 to any other date.


 


[Signature
Pages Follow]


 


31

















 


IN
WITNESS WHEREOF, each of the Co-Issuers and the Trustee has caused this Series 2010-1
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 Florida 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 Florida 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 Florida 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 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric M. Wechsler 

  
	
   

  	
   

  	
  Name:

  	
  Eric
  M. Wechsler 

  
	
   

  	
   

  	
  Title:
  

  	
  General
  Counsel

  
						



 


[Signature Page to the Series 2010-1
Supplement to the Base Indenture]


 

















 


	
   

  	
  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/
  Shannon M. Rantz

  
	
   

  	
   

  	
  Name:

  	
  Shannon
  M. Rantz

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature
Page to the Series 2010-1 Supplement to the Base Indenture]


 














 


ANNEX A


 


SERIES 2010-1


 


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.


 


“Additional
Series 2010-1 Senior Note Prepayment Amount” means the lesser of
(A) the Outstanding Principal Amount of the Series 2010-1
Class A-1 Notes and (B) the ratio achieved by dividing (I) the sum of (a) the
Additional Prepayment Amount multiplied by the Series 2010-1 Class A-1
Percentage, and (b) any remaining portion of the Additional Prepayment
Amount that is not applied to prepay any other Series of Class A-1
Notes (or, if more than one Series of Class A-1 Notes remains
outstanding, a pro  rata portion of any such remaining Additional
Prepayment Amount, based on the respective principal amounts owed on all such
outstanding Series of Class A-1 Notes), by (II) the sum of
(a) one and (b) the Series 2010-1 Class A-1 Note Make Whole
Mandatory Prepayment Rate.


 


“Applicable
Procedures” shall have the meaning set forth in Section 4.1(a) of
the Series 2010-1 Supplement.


 


“Definitive
Notes” shall have the meaning set forth in Section  4.1(e) of
the Series 2010-1 Supplement.


 


“Distribution
Compliance Period” means, with respect to any Series 2010-1
Class A-1 Notes issued on the Series 2010-1 Closing Date and sold
pursuant to Regulation S, the period commencing on such Series 2010-1
Closing Date and ending on the 40th day after the Initial Purchaser notifies
the Co-Issuers that the resale of such Series 2010-1 Class A-1 Notes
has been completed.


 


“Important
Section 3(c)(7) Notice” shall have the meaning set forth in Section 4.3
of the Series 2010-1 Supplement.


 


“Initial
Purchaser” means Goldman, Sachs & Co.


 


“IPO”
means the initial public offering of the common stock of NuCO2 Parent.


 


“Notice
Information”, with respect to any Series 2010-1 Note Owner, means such
Series 2010-1 Note Owner’s mailing address, facsimile number and the name
of a representative thereof to whom communications pursuant to the Base
Indenture and this Series 2010-1 Supplement may be addressed.


 


“NuCO2 Parent” means NuCO2 Inc., a Delaware corporation.


 


A-1

















 


“Offering
Memorandum” means the offering memorandum for the offering of the Series 2010-1
Class A-1 Notes, dated as of September 22, 2010, prepared by the
Co-Issuers.


 


“Outstanding
Series 2010-1 Class A-1 Notes” means with respect to the Series 2010-1
Class A-1 Notes, all Series 2010-1 Class A-1 Notes theretofore
authenticated and delivered under the Indenture, except (a) Series 2010-1
Class A-1 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 2010-1 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 2010-1 Class A-1 Notes and (c) Series 2010-1
Class A-1 Notes in exchange for or in lieu of other Series 2010-1
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 2010-1
Class A-1 Notes are held by a purchaser for value.


 


“Prepayment
Notice” shall have the meaning set forth in Section 2.5(f) of
the Series 2010-1 Supplement.


 


“Prepayment
Record Date” means, with respect to the date of any Series 2010-1
Prepayment, the last day of the calendar month immediately preceding the date
of such Series 2010-1 Prepayment unless such last day is less than ten (10) Business
Days prior to the date of such Series 2010-1 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 2010-1 Prepayment.


 


“Proceeds
Restriction Period” shall have the meaning set forth in Section 3.1
of the Series 2010-1 Supplement.


 


“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 the Series 2010-1
Class A-1 Notes, Moody’s and any other nationally recognized rating agency
then rating any such Series 2010-1 Class A-1 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(c) of the Series 2010-1
Supplement.


 


A-2

















 


“Restricted
Regulation S Class A-1 Global Notes” shall have the meaning set
forth in Sections 4.1(c) of the Series 2010-1 Supplement.


 


“Restricted
Rule 144A Class A-1 Global Notes” shall have the meaning set
forth in Section 4.1(b) of the Series 2010-1 Supplement.


 


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


 


“Series 2008-1
Class A Notes” has the meaning set forth in the Series 2008-1
Supplement.


 


“Series 2008-1
Class A-1 Contingent Additional Interest” has the meaning set forth in
the Series 2008-1 Supplement.


 


“Series 2008-1
Supplement” means the Series 2008-1 Supplement, dated as of May 28,
2008, by and among the Co-Issuers and the Trustee, as amended, supplemented or
otherwise modified from time to time


 


“Series 2010-1
Adjusted Repayment Date” means the Series 2010-1 Scheduled Maturity
Date.


 


“Series 2010-1
Cash Trapping Amount” means, for each Payment Date while a Series 2010-1
Cash Trapping Period is in effect, an amount of funds to be deposited in the
Cash Trap Reserve Account with respect to the Series 2010-1 Notes in an
amount equal to the product of (a) the Series 2010-1 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.


 


“Series 2010-1
Cash Trapping Percentage” means, for each Payment Date while a Series 2010-1
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 2010-1
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 2010-1
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 2010-1
Cash Trapping Period or on such Payment Date.


 


A-3

















 


“Series 2010-1
Class A-1 Contingent Additional Interest” shall have the meaning set
forth in Section 2.4(b) of the Series 2010-1 Supplement.


 


“Series 2010-1
Class A-1 Contingent Additional Interest Rate” shall have the meaning
set forth in Section 2.4(b) of the Series 2010-1
Supplement.


 


“Series 2010-1
Class A-1 Global Notes” shall have the meaning set forth in Section 4.1(d) of
the Series 2010-1 Supplement.


 


“Series 2010-1
Class A-1 Initial Principal Amount” means the aggregate initial
outstanding principal amount of the Series 2010-1 Class A-1 Notes,
which is $40,000,000.


 


“Series 2010-1
Class A-1 Interest” shall have the meaning set forth in Section 2.4(a) of
the Series 2010-1 Supplement.


 


“Series 2010-1
Class A-1 Interest Reserve Amount” means as of any Payment Date (the “Series 2010-1
Class A-1 Note Reference Date”), an amount equal to the aggregate
amount of interest projected to be payable on the Series 2010-1
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 Series 2010-1 Class A-1 Note Reference Date remains
constant.


 


“Series 2010-1
Class A-1 Note Interest Rate” shall have the meaning set forth in Section 2.4(a) of
the Series 2010-1 Supplement.


 


“Series 2010-1
Class A-1 Note Make Whole Mandatory Prepayment Premium” means, as of
any date of determination, an amount equal to (x) Series 2010-1 Class A-1
Note Make Whole Mandatory Prepayment Rate, multiplied by (y) (i) in
the case of any prepayment of principal of the Series 2010-1 Class A-1
Notes pursuant to Section 2.5(c)(i) of the Series 2010-1
Supplement, the Aggregate Outstanding Principal Amount of all Series 2010-1
Class A-1 Notes, or (ii) in the case of all other prepayments of
principal of the Series 2010-1 Class A-1 Notes pursuant to Sections
2.5(c)(ii), 2.5(c)(iii), 2.5(c)(iv) and 2.5(c)(v) of the Series 2010-1
Supplement, the Additional Series 2010-1 Senior Note Prepayment Amount.


 


“Series 2010-1
Class A-1 Note Make Whole Mandatory Prepayment Rate” means with
respect to any prepayments of principal of the Series 2010-1 Class A-1
Notes pursuant to Sections 2.5(c)(i), 2.5(c)(ii), 2.5(c)(iii), 2.5(c)(iv) and
2.5(c)(v) of the Series 2010-1 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 2010-1 Class A-1
Note Make Whole Premium Calculation Date of all future installments of interest
on and principal of such Series 2010-1 Class A-1 Notes that the
Co-Issuers would otherwise be required to pay with respect to US $1 of
principal on such Series 2010-1 Class A-1 Notes from the date of such
prepayment to and including the Series 2010-1 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.


 


A-4

















 


“Series 2010-1
Class A-1 Note Make Whole Optional Prepayment Premium” means with
respect to any prepayment of principal of the Series 2010-1 Class A-1
Notes pursuant to Section 2.5(e) of the Series 2010-1
Supplement on any date of determination, the excess, if any, of (x) the
discounted present value as of the related Series 2010-1 Note Make Whole
Premium Calculation Date of all future installments of interest on and
principal of such Series 2010-1 Class A-1 Notes that the Co-Issuers
would otherwise be required to pay on such Series 2010-1 Class A-1
Notes (or such portion thereof to be prepaid) from the date of such prepayment
to and including the Series 2010-1 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 2010-1
Class A-1 Note Make Whole Premium” means (i) with respect to any
optional prepayment of principal of the Series 2010-1 Class A-1 Notes
pursuant to Section 2.5(e) of the Series 2010-1
Supplement, the Series 2010-1 Class A-1 Note Make Whole Optional
Prepayment Premium, and (ii) with respect to all other prepayments of
principal of the Series 2010-1 Class A-1 Notes pursuant to Sections
2.5(c)(i), 2.5(c)(ii), 2.5(c)(iii), 2.5(c)(iv) and 2.5(c)(v) of
the Series 2010-1 Supplement, the Series 2010-1 Class A-1 Note
Make Whole Mandatory Prepayment Premium.


 


“Series 2010-1
Class A-1 Note Make Whole Premium Calculation Date” shall have the
meaning set forth in Section 2.5(f) of the Series 2010-1
Supplement.


 


“Series 2010-1
Class A-1 Note Purchase Agreement” means the Purchase Agreement, dated
as of September 22, by and among the Co-Issuers, NuCO2, the Employee Company, NuCO2 Inc., a Delaware corporation, and the Initial
Purchaser, as amended, supplemented or otherwise modified from time to time.


 


“Series 2010-1
Class A-1 Note Reference Date” shall have the meaning given under the
definition of “Series 2010-1 Class A-1 Interest Reserve Amount” in this
Series 2010-1 Supplemental Definitions List.


 


“Series 2010-1
Class A-1 Noteholder” means the Person in whose name a Series 2010-1
Class A-1 Note is registered in the Note Register.


 


“Series 2010-1
Class A-1 Notes” shall have the meaning specified in the Section entitled
“Designation” in the Series 2010-1 Supplement.


 


“Series 2010-1
Class A-1 Outstanding Principal Amount” means, when used with respect
to any date, an amount equal to (a) the Series 2010-1 Class A-1
Initial Principal Amount, minus (b) the aggregate amount of
principal payments (whether pursuant to a prepayment, a redemption or
otherwise) made to Series 2010-1 Class A-1 Noteholders with respect
to Series 2010-1 Class A-1 Notes on or prior to such date.


 


“Series 2010-1 Class A-1 Percentage”
means, as of any date of determination, the ratio (expressed as a fraction)
achieved by dividing (I) the Outstanding Principal Amount of the Series 2010-1
Class A-1 Notes as of such date by (II) the Outstanding Principal
Amount of all Series of Class A-1 Notes as of such date.


 


A-5

















 


“Series 2010-1
Class A-1 Stepped-Up Interest Rate” shall have the meaning specified
in Section 2.4(b) of the Series 2010-1 Supplement.


 


“Series 2010-1
Closing Date” means September 29, 2010.


 


“Series 2010-1
Final Payment” means the payment of all accrued and unpaid interest on, and
principal of, all Outstanding Series 2010-1 Class A-1 Notes.


 


“Series 2010-1
Final Payment Date” means the date on which the Series 2010-1 Final
Payment is made.


 


“Series 2010-1
Legal Final Maturity Date” means the Payment Date occurring in
June 2040.


 


“Series 2010-1
Note Owner” means, with respect to a Series 2010-1 Class A-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 2010-1
Post-Adjusted Repayment Date DSCR” means, with respect to the
Series 2010-1 Class A-1 Notes and any Payment Date following the
Series 2010-1 Adjusted Repayment Date, the ratio calculated by dividing (A) the Net Cash
Flow for the related Monthly Collection Period and the immediately preceding
two Monthly Collection Periods by
(B) the aggregate amount of principal and interest that would be payable
in the succeeding three Monthly Collection Periods on two loans that have a
fully amortizing level principal and interest payment schedule assuming
(i) (a) the initial principal balance of the first loan was equal to
the Aggregate Outstanding Principal Amount of all the Series 2008-1
Class A Notes as of the date of such calculation, (b) the remaining
term to maturity of such first loan was equal to the remaining term from the
date of such calculation to the end of the 25th year following the Closing Date
(as defined in the Base Indenture) and (c) the interest rate on such first
loan was equal to the then-current weighted average interest rate on the
Series 2008-1 Class A Notes, weighted based on outstanding principal
balances of each of the Series 2008-1 Class A Notes (excluding any
rate of any Series 2008-1 Class A-1 Contingent Additional Interest on
all Series 2008-1 Class A Notes) as of the date of such calculation,
and (ii) (a) the initial principal balance of the second loan was
equal to the Aggregate Outstanding Principal Amount of all the
Series 2010-1 Class A-1 Notes as of the date of such calculation,
(b) the remaining term to maturity of such second loan was equal to the
remaining term from the date of such calculation to the end of the 25th year
following the Series 2010-1 Closing Date and (c) the interest rate on
such second loan was equal to the Series 2010-1 Class A-1 Note
Interest Rate.


 


“Series 2010-1
Prepayment” shall have the meaning set forth in Section 2.5(g) of
the Series 2010-1 Supplement.


 


“Series 2010-1 Prepayment Amount”
shall have the meaning set forth in Section 2.5(g) of the Series 2010-1
Supplement.


 


A-6

















 


“Series 2010-1 Prepayment Date”
shall have the meaning set forth in Section 2.5(g) of the Series 2010-1
Supplement.


 


“Series 2010-1
Scheduled Maturity Date” shall have the meaning set forth in Section 2.5(b) of
the Series 2010-1 Supplement.


 


“Series 2010-1
Senior Note Interest Amount” means the Series 2010-1 Class A-1
Interest.


 


“Series 2010-1
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 the Series 2010-1 Class A-1
Interest Reserve Amount as of such Payment Date, divided by (y) two
(2); and


 


(b)           with respect to any other Payment
Date, an amount equal to the Series 2010-1 Class A-1 Interest Reserve
Amount as of such Payment Date.


 


“Series 2010-1
Supplement” means the Series 2010-1 Supplement, dated as of the Series 2010-1
Closing Date by and among the Co-Issuers and the Trustee, as amended,
supplemented or otherwise modified from time to time.


 


“Series 2010-1
Supplemental Definitions List” shall have the meaning set forth in
Article I of the Series 2010-1 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.


 


“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 2010-1 Scheduled Maturity
Date and determined, if necessary, by interpolating linearly between yields
reported for various maturities if no maturity corresponds to the Series 2010-1
Scheduled Maturity Date.


 


“U.S.
Person” shall have the meaning set forth in Section 4.1(a) of
the Series 2010-1 Supplement.


 


“U.S.
Resident” shall have the meaning set forth in Section 4.1(a) of
the Series 2010-1 Supplement.


 


“Unrestricted
Class A-1 Global Notes” shall have the meaning set forth in Sections 4.1(d) of
the Series 2010-1 Supplement.


 


A-7














 


EXHIBIT A


 


SERIES 2010-1 RESTRICTED RULE 144A CLASS A-1 GLOBAL NOTE


 


THIS
FIXED RATE SERIES 2010-1 SENIOR NOTE, CLASS A-1 DUE 2040 (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.


 


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 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.


 

















 


SERIES 2010-1 RESTRICTED
RULE 144A 

CLASS A-1 GLOBAL NOTE


 


	
  No.
  A-1

  	
  Up to $40,000,000

  



 


 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: 62943A AA5


ISIN Number: US62943AAA51


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


7.628% FIXED RATE SERIES 2010-1 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 up to FORTY MILLION DOLLARS
($40,000,000) 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 2040 (the “Series 2010-1
Legal Final Maturity Date”). The Co-Issuers shall pay interest on this
Fixed Rate Series 2010-1 Senior Note, Class A-1 (this “Note”), at the
Series 2010-1 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
October  25, 2010.  Such amounts due
on this Note will accrue for each Payment Date with respect to (i) initially,
the period from and including the Series 2010-1 Closing Date to but excluding
the Payment Date occurring in October 2010 (which shall be October 25, 2010)
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
2010-1 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.


 


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 2010-1 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]


 

















 


IN
WITNESS WHEREOF, each of the Co-Issuers has caused this Series 2010-1
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:     September 29, 2010


 


	
   

  	
  NuCO2 FUNDING LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By: NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


CERTIFICATE OF AUTHENTICATION


 


This
is one of the Series 2010-1 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:

  



 














 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Fixed Rate Series 2010-1 Senior
Notes, Class A-1 of the Co-Issuers designated as their Fixed Rate Series 2010-1
Senior Notes, Class A-1 (herein called the “Series 2010-1 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 2010-1
Supplement to the Base Indenture, dated as of September 29, 2010 (such Series 2010-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2010-1 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 2010-1 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 2010-1 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 2010-1
Notes may be prepaid, in whole but not in part, at the option of the
Co-Issuers. In addition, the Series 2010-1 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 2010-1 Class A-1
Note Make Whole Premium relating to any Series 2010-1 Notes on any
prepayment of principal of any Series 2010-1 Notes on or prior to the Series 2010-1
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 2010-1
Legal Final Maturity Date. All payments of principal relating to any Class of
Series 2010-1 Notes will be made pro  rata to the Holders of
such Class of Series 2010-1 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 2010-1
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 2010-1 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 2010-1 Class A-1 Global Note or (ii) any
transfer of a beneficial interest in a Series 2010-1 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 2010-1 Notes,
by acceptance of a Series 2010-1 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 2010-1 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 2010-1 Notes that,
under applicable tax law, the Series 2010-1 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 2010-1 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 2010-1 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 2010-1 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 2010-1
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 2010-1 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 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.


 

















 


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.


 

















 


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 $40,000,000.  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


SERIES 2010-1 RESTRICTED REGULATION S CLASS A-1 GLOBAL NOTE


 


THIS
FIXED RATE SERIES 2010-1 SENIOR NOTE, CLASS A-1 DUE 2040 (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.


 


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.


 


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.


 

















 


SERIES 2010-1 RESTRICTED REGULATION S 

CLASS A-1 GLOBAL NOTE


 


	
  No. S-1

  	
  Up to $40,000,000

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP Number: U66982 AA4


ISIN Number: USU66982AA46


 


NUCO2 FUNDING LLC


NUCO2 LLC


NUCO2 SUPPLY LLC


NUCO2 IP LLC


 


7.628% FIXED RATE SERIES 2010-1 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 up to FORTY MILLION DOLLARS
($40,000,000) 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 2040 (the “Series 2010-1 Legal Final
Maturity Date”). The Co-Issuers shall pay interest on this Fixed Rate Series 2010-1
Senior Note, Class A-1 (this “Note”), at the Series 2010-1 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 October 25, 2010. Such amounts due
on this Note will accrue for each Payment Date with respect to (i) initially,
the period from and including the Series 2010-1 Closing Date to but
excluding the Payment Date occurring in October 2010 (which shall be October 25,
2010) 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 2010-1 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.


 


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 2010-1
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]


 

















 


IN
WITNESS WHEREOF, each of the Co-Issuers has caused this Series 2010-1
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:     September 29, 2010


 


 


	
   

  	
  NuCO2 FUNDING LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 IP LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NuCO2 SUPPLY LLC, as Co-Issuer

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Funding LLC, its Member

  
	
   

  	
   

  
	
   

  	
  By:  NuCO2 Florida Inc., its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


CERTIFICATE OF AUTHENTICATION


 


This
is one of the Series 2010-1 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:

  



 














 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Fixed Rate Series 2010-1 Senior
Notes, Class A-1 of the Co-Issuers designated as their Fixed Rate Series 2010-1
Senior Notes, Class A-1 (herein called the “Series 2010-1 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 2010-1
Supplement to the Base Indenture, dated as of September 29, 2010 (such Series 2010-1
Supplement, as amended, supplemented or modified from time to time, is herein
called the “Series 2010-1 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 2010-1 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 2010-1 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
2010-1 Notes may be prepaid, in whole but not in part, at the option of the
Co-Issuers. In addition, the Series 2010-1 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 2010-1 Class A-1
Note Make Whole Premium relating to any Series 2010-1 Notes on any prepayment
of principal of any Series 2010-1 Notes on or prior to the Series 2010-1
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 2010-1
Legal Final Maturity Date. All payments of principal relating to any Class of Series
2010-1 Notes will be made pro  rata to the Holders of such Class of
Series 2010-1 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 2010-1
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 2010-1 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 2010-1 Class A-1 Global Note or (ii) any transfer of a beneficial
interest in a Series 2010-1 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 2010-1 Notes, by
acceptance of a Series 2010-1 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 2010-1
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 2010-1 Notes that, under
applicable tax law, the Series 2010-1 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 2010-1
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 2010-1 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 2010-1 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 2010-1
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 2010-1 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 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.


 

















 


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.


 

















 


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 $0. 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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


$40,000,000 7.628% Fixed
Rate Series 2010-1 Senior Notes, Class A-1 


(the “Notes”)


 


Reference
is hereby made to (i) the Base Indenture, dated as of May 28, 2008 (as amended,
supplemented or modified, 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
2010-1 Supplement to the Base Indenture, dated as of September 29, 2010 (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-1Global 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 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 September 22, 2010 (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.     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 


 






 










 


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 4.2(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


 

















 


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 4.2(f)  Section
4.2(g) 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


 

















 


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 2010-1 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.


 


17.   It understands and agrees to
comply with the covenant set forth in Section 3.5 of the Supplement.


 


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:
                             ,    

  	
   

  	
   

  



 


	
  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

  	
   

  



 

















 


EXHIBIT C-2


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFERS OF RESTRICTED GLOBAL NOTES
TO PERSONS TAKING DELIVERY IN THE FORM OF AN INTEREST IN 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


$40,000,000 7.628% Fixed Rate Series 2010-1 Senior
Notes, Class A-1 

(the “Notes”)


 


Reference
is hereby made to (i) the Base Indenture, dated as of May 28, 2008 (as amended,
supplemented or modified, 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
2010-1 Supplement to the Base Indenture, dated as of September 29, 2010 (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 September 22, 2010 (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 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


 

















 


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 2010-1 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


 

















 


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.]


 


12.   It understands and agrees to
comply with the covenant set forth in Section 3.5 of the Supplement.


 


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:
                             ,    

  	
   

  	
   

  



 


	
  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

  	
   

  



 






 










 


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


$40,000,000 7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1 

(the “Notes”)


 


Reference
is hereby made to (i) the Base Indenture, dated as of May 28, 2008 (as amended,
supplemented or modified, 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
2010-1 Supplement to the Base Indenture, dated as of September 29, 2010 (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 September 22, 2010 (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.     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 


 

















 


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 


 

















 


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 4.2(h) and (j) of the Supplement.


 


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
4.2(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 


 

















 


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.]


 


12.   It understands and agrees to
comply with the covenant set forth in Section 3.5 of the Supplement.


 


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:
                             ,    

  	
   

  	
   

  



 


	
  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

  	
   

  



 

















 


EXHIBIT D


 


FORM OF NOTEHOLDERS’ STATEMENT


 


[DATE]

Series 2010-1 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 (as amended,
supplemented or modified, 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 2010-1 Supplement to the Base Indenture, dated as of
September 29, 2010 (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 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 $40,000,000
  7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1

  



 


	
  (A)
   CUSIP Numbers:

  	
   

  	
  [CUSIP
  Numbers for 7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1 — 144A,
  Reg.S]

  
	
   

  	
   

  	
   

  
	
  (B)
   Security Description:

  	
   

  	
  NUCO2 FUNDING LLC, NUCO2 LLC, NUCO2 SUPPLY LLC and NUCO2 IP LLC, each as Co-Issuer of $40,000,000
  7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1

  
	
   

  	
   

  	
   

  
	
  (C)
   Offer Amount:

  	
   

  	
  $40,000,000

  
	
   

  	
   

  	
   

  
	
  (D)
   Managing Underwriter:

  	
   

  	
  Goldman,
  Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  (E)
   Paying Agent:

  	
   

  	
  U.S.
  Bank National Association

  
	
   

  	
   

  	
   

  
	
  (F)
   Closing Date:

  	
   

  	
  September
  29, 2010

  



 


Special Instructions:


 


See Attached Important Instructions from the Co-Issuers.


 

















 


[CO-ISSUERS LETTERHEAD]


 


$40,000,000
7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-1


 


[CUSIP
Numbers for 7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-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 $40,000,000
7.628% Fixed Rate Series 2010-1 Senior Notes, Class A-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 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] (      )       -