EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 28th day of May 2008, by and between NUCO2 INC., a Florida corporation having its principal executive office at 2800 S.E. Market Place, Stuart, Florida 34997 (hereinafter referred to as the “Corporation”), and MICHAEL DeDOMENICO, residing at 6841 SE Harbor Circle, Stuart, Florida 34996 (hereinafter referred to as the “Executive”).
SECURITYHOLDERS AGREEMENT AMONG NuCO2 PARENT INC. AND CERTAIN OF ITS STOCKHOLDERS AND OPTIONHOLDERS May 28, 2008Securityholders Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware
This Securityholders Agreement (the “Agreement”) is made and entered into as of May 28, 2008, by and among (a) NuCO2 Parent Inc., a Delaware corporation (together with its permitted successors, the “Company”), (b) each of the stockholders and optionholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the “Class A Securityholders,” which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the “Class B Securityholders,” which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the “Securityholders.”
AMENDMENT NO. 1 MICHAEL DEDOMENICO EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS FIRST AMENDMENT to the Employment Agreement is made and entered into, effective as of January 1, 2009, by and between NuCO2 Inc. (“Employer”) and Michael DeDomenico (“Executive”).
AMENDMENT NO. 1 WILLIAM SCOTT WADE EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS FIRST AMENDMENT to the Employment Agreement is made and entered into, effective as of January 1, 2009, by and between NuCO2 Inc. (“Employer”) and William Scott Wade (“Executive”).
AMENDMENT NO. 1 ERIC M. WECHSLER EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS FIRST AMENDMENT to the Employment Agreement is made and entered into, effective as of January 1, 2009, by and between NuCO2 Inc. (“Employer”) and Eric M. Wechsler (“Executive”).
MANAGEMENT NON-QUALIFIED OPTION AGREEMENTManagement Non-Qualified Option Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware
This Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated below by and between NuCO2 Parent Inc., a Delaware corporation (the “Company”), and the person named below as Optionee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Florida
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between NuCo2 Inc., a Florida corporation (the “Company”), and the undersigned director or officer of the Company (the “Indemnitee”), with reference to the following facts:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware
This Management Services Agreement (the “Agreement”) is made and entered into as of May 28, 2008 and among NuCO2 Parent Inc., a Delaware corporation (the “Company”), NuCO2 Inc., a Florida corporation (“NuCO2”), and Aurora Management Partners LLC, a Delaware limited liability company (“AMP”).
NuCO2 PARENT INC. MANAGEMENT INCENTIVE OPTION AGREEMENTStock Incentive Plan • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware
This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated below by and between NuCO2 Parent Inc., a Delaware corporation (the “Company”), and the person named below as Optionee.
AMENDMENT NO. 2 ERIC M. WECHSLER EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS SECOND AMENDMENT to the Employment Agreement is made and entered into, effective as of July 1, 2009, by and between NuCO2 Inc. (“Employer”) and Eric M. Wechsler (“Executive”).
MASTER MANAGEMENT AGREEMENTMaster Management Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
This MASTER MANAGEMENT AGREEMENT (the “Master Management Agreement”) is dated as of May 28, 2008, and is by and between NUCO2 INC., a Florida corporation (the “Master Manager”) and NUCO2 MANAGEMENT LLC, a Delaware limited liability company (the “Transaction Manager”).
AMENDMENT NO. 1 J. ROBERT VIPOND EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS FIRST AMENDMENT to the Employment Agreement is made and entered into, effective as of January 1, 2009, by and between NuCO2 Inc. (“Employer”) and J. Robert Vipond (“Executive”).
REPLACEMENT MANAGEMENT AGREEMENTReplacement Management Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
REPLACEMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 28, 2008, by and among NuCO2, Inc., a Florida corporation (“NuCO2”) in its capacity as the “Master Manager” of the Co-Issuers and as manager of the Employee Company (as defined below) (the “Employee Company Manager”), Alvarez & Marsal North America LLC, a Delaware limited liability company (the “Replacement Manager”), NuCO2 Funding LLC, a Delaware limited liability company (the “Master Issuer”), each other Co-Issuer, NuCO2 Management LLC, a Delaware limited liability company (the “Employee Company”) as itself and in its capacity as the “Transaction Manager”, U.S. Bank National Association, a national banking association (“U.S. Bank”), acting hereunder in its capacity as “Trustee” under the Indenture (as defined below) and not in its individual capacity for the benefit of the Secured Parties and U.S. Bank, acting hereunder as “Administrative Agent” under the Indenture and not in its individual capacity (the “Administra
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Florida
AGREEMENT dated September 13, 2007, by and between NUCO2 INC., a Florida corporation having its principal executive office at 2800 SE Market Place, Stuart, Florida 34997 (hereinafter referred to as the “Corporation”), and ERIC M. WECHSLER, residing at 9550 S. Ocean Drive, Jensen Beach, FL 34957 (hereinafter referred to as the “Executive”).
TRANSACTION MANAGEMENT AGREEMENTTransaction Management Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
This TRANSACTION MANAGEMENT AGREEMENT (the “Transaction Management Agreement”) is dated as of May 28, 2008, and is by and among NUCO2 MANAGEMENT LLC, a Delaware limited liability company (the “Transaction Manager”), NUCO2 FUNDING LLC, a Delaware limited liability company (the “Master Issuer”), NUCO2 LLC, a Delaware limited liability company (the “Contract Holder”), NUCO2 SUPPLY LLC, a Delaware limited liability company (the “Equipment Holder”) and NUCO2 IP LLC, a Delaware limited liability company (the “IP Holder” and together with Contract Holder and Equipment Holder, the “Issuer Subsidiaries” and each an “Issuer Subsidiary”).
AMENDMENT NO. 1 RANDY GOLD EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products
THIS FIRST AMENDMENT to the Employment Agreement is made and entered into, effective as of January 1, 2009, by and between NuCO2 Inc. (“Employer”) and Randy Gold (“Executive”).
EMPLOYEE SERVICES AGREEMENTEmployee Services Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
This EMPLOYEE SERVICES AGREEMENT (this “Agreement”) is dated as of May 28, 2008 and is by and between NuCO2 Management LLC (the “Employee Company”), a Delaware limited liability company, and NuCO2 Supply LLC (the “Equipment Holder”), a Delaware limited liability company.
DELIVERY AND CUSTOMER SERVICES AGREEMENTDelivery and Customer Services Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
This DELIVERY AND CUSTOMER SERVICES AGREEMENT (this “Agreement”) is dated as of May 28, 2008 and is by and between NuCO2 LLC (the “Contract Holder”), a Delaware limited liability company, and NuCO2 Supply LLC (the “Equipment Holder”), a Delaware limited liability company.
NuCO2 FUNDING LLC, NuCO2 LLC, NuCO2 SUPPLY LLC and NuCO2 IP LLC each as Co- Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Administrative Agent and Securities IntermediaryBase Indenture • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • New York
BASE INDENTURE, dated as of May 28, 2008, 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 SUPPLY LLC, a Delaware limited liability company (the “Equipment Holder”), NuCO2 IP LLC, a Delaware limited liability company (the “IP Holder” and together with the Master Issuer, the Contract Holder and the Equipment Holder, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as 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.
SERIES 2008-1 SUPPLEMENT dated as of May 28, 2008 to BASE INDENTURE dated as of May 28, 2008Nuco2 Inc /Fl • April 19th, 2010 • Wholesale-chemicals & allied products • New York
SERIES 2008-1 SUPPLEMENT, dated as of May 28, 2008 (this “Series 2008-1 Supplement”), by and among NUCO2 FUNDING LLC, a Delaware limited liability company (the “Master Issuer”), NUCO2 LLC, a Delaware limited liability company (the “Contract Holder”), NUCO2 IP LLC, a Delaware limited liability company (the “IP Holder”), NUCO2 SUPPLY LLC, a Delaware limited liability company (the “Equipment Holder” and, together with the Master Issuer, the Contract Holder and the IP Holder, collectively, the “Co-Issuers” and each, a “Co-Issuer) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”), administrative agent (in such capacity, the “Administrative Agent”) and as securities intermediary to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and the Trustee (as amended, modified or supplemented from time to time, exclusive of this Series 2008-1 Supplement, the “Base Indenture”).
