SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT


                  THIS  SECOND  AMENDMENT  AND  WAIVER TO AMENDED  AND  RESTATED
REVOLVING  CREDIT AGREEMENT (this  "Amendment")  made as of February __, 2000 by
and among NUCO2 INC., a Florida  corporation (the  "Company"),  SUNTRUST BANK, a
Georgia  banking  corporation  (formerly  named  SunTrust  Bank,  South Florida,
National Association, a national banking association) ("SunTrust"), BANK AUSTRIA
CREDITANSTALT   CORPORATE   FINANCE,   INC.,   a   Delaware   corporation   (the
"Documentation  Agent"), THE PROVIDENT BANK, an Ohio banking  corporation,  BANK
LEUMI LE-ISRAEL B.M., Miami Agency, IBJ WHITEHALL BUSINESS CREDIT CORPORATION, a
New York corporation,  HAMILTON BANK, N.A., a national banking association,  and
any other banks or other lending institutions that are or will become parties to
this Agreement (collectively,  the "Lenders" and each individually, a "Lender"),
and SUNTRUST BANK, a Georgia banking corporation  (formerly named SunTrust Bank,
South Florida, National Association,  a national banking association),  as agent
for the Lenders.


                             PRELIMINARY STATEMENTS:

         The Company,  Agent and the Lenders are parties to that certain Amended
and Restated  Revolving  Credit Agreement dated as of May 4, 1999 and as amended
by that  certain  First  Amendment  to Amended  and  Restated  Revolving  Credit
Agreement dated as of June 16, 1999 (the "Credit  Agreement";  capitalized terms
used herein and not defined  herein shall have the meanings  assigned to them in
the Credit  Agreement),  pursuant to which the Lenders made and continue to make
certain financial accommodations to the Company;

         The  Company  has  requested,  and the Lenders  have  agreed,  to amend
certain  financial  covenants and to make certain other  amendments on the terms
and subject to the conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, agree as follows:

1.   Amendments to Credit Agreement.

     a.  Section 1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Agent" in its entirety with the following definition:

                  "Agent"   shall  mean   SunTrust   Bank,  a  Georgia   banking
corporation (formerly named SunTrust Bank, South Florida,  National Association,
a national banking association) as agent for the Lenders hereunder and under the
other Loan Documents, and each successor agent.

     b.  Section  7.02 of the Credit  Agreement  is hereby  amended by replacing
such Section 7.02 in its entirety with the following:

                  SECTION 7.02 Interest  Coverage  Ratio.  The Company shall not
         permit  the  Interest  Coverage  Ratio as of the last day of any fiscal
         quarter of the  Company to be less than (i) 1.50 to 1.00 for the period
         beginning October 1, 1999 through and including December 31, 1999; (ii)
         1.65 to 1.00 for the  period  beginning  January  1, 2000  through  and
         including March 31, 2000;  (iii) 1.80 to 1.00 for the period  beginning
         April 1, 2000 through and  including  June 30, 2000;  (iv) 2.00 to 1.00
         for the period  beginning July 1, 2000 through and including  September
         30,  2000;  (v) 2.15 to 1.00 for the period  beginning  October 1, 2000
         through and  including  December  31,  2000;  (vi) 2.35 to 1.00 for the
         period beginning  January 1, 2001 through and including March 31, 2001;
         (vii) 2.45 to 1.00 for the period  beginning  April 1, 2001 through and
         including June 30, 2001; and (viii) 2.75 to 1.00 thereafter.

     c.  Section  7.04 of the Credit  Agreement  is hereby  amended by replacing
such Section 7.04 in its entirety with the following:

<PAGE>

         SECTION 7.04 Minimum Net Worth. The Company shall at all times maintain
its Net Worth greater than the Minimum Net Worth, equal to (i) $40,000,000, plus
(ii) fifty  percent  (50%) of the  cumulative  Consolidated  Net Income for each
fiscal  quarter  beginning  after the fiscal  quarter  ending on March 31,  2000
(specifically  not including any  Consolidated Net Loss for any fiscal quarter),
plus (iii) the  cumulative  net  proceeds  of all equity  offerings  made by the
Company after the Closing Date.

2.   Waiver.

     a.  The Company has informed  the Agent and the  Required  Lenders that the
Company  has not  been in  compliance  with  certain  provisions  of the  Credit
Agreement.  Therefore,  as requested by the Company, the Required Lenders hereby
waive any  Default  or Event of Default  arising  under  Section  8.01(d) of the
Credit  Agreement  caused by any such  failure of the Company to comply with the
financial  covenant  with respect to Minimum Net Worth set forth in Section 7.04
of the Credit  Agreement,  for the period from October 1, 1999 through  February
___,  2000,  for this one time only,  and no future waiver shall be construed by
the waiver hereby given.

3.   Other Agreements.

     a.  The  Company  hereby  affirms  that  each  of the  representations  and
warranties  of the Company  contained in the Credit  Agreement  and in any other
Loan Documents  (except to the extent that any such  representation  or warranty
expressly relates solely to an earlier date and for changes therein permitted or
contemplated by the Credit Agreement) is correct in all material respects on and
as of the date hereof and after giving  effect to this  Amendment.  In addition,
with  respect  to this  Amendment,  Company  warrants  and  represents  that the
execution,  delivery and performance by Company of this Amendment (i) are within
the Company's  corporate power;  (ii) have been duly authorized by all necessary
or proper corporate  action;  (iii) are not in contravention of any provision of
the Company's  certificate of incorporation or bylaws; (iv) will not violate any
law or regulation,  or any order or decree of any  Governmental  Authority;  (v)
will not conflict with or result in the breach or termination  of,  constitute a
default  under  or  accelerate  any  performance  required  by,  any  indenture,
mortgage,  deed of trust,  lease,  agreement  or other  instrument  to which the
Company is a party or by which the Company or any of its property is bound; (vi)
will not  result  in the  creation  or  imposition  of any Lien  upon any of the
property of the  Company  other than those in favor of the Agent for the benefit
of the Lenders, all pursuant to the Loan Documents; and (vii) do not require the
consent or approval of any Governmental  Authority.  Company further  represents
and warrants  that this  Amendment  has been duly executed and delivered for the
benefit  of or on behalf  of the  Company  and  constitutes  a legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms.

     b.  As amended hereby, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect and shall  constitute the
legal,  valid,  binding and enforceable  obligations of the Company to the Agent
and the  Lenders.  To the  extent  any terms and  conditions  in any other  Loan
Documents shall contradict or be in conflict with any terms or conditions of the
Credit  Agreement,  after  giving  effect  to this  Amendment,  such  terms  and
conditions  are hereby deemed  modified and amended  accordingly  to reflect the
terms and conditions of the Credit Agreement as modified and amended hereby.

     c.  The Company hereby restates, ratifies and reaffirms each and every term
and  condition set forth in the Credit  Agreement and the other Loan  Documents,
effective as of the date hereof,  and  represents  that,  after giving effect to
this Amendment, no Default or Event of Default has occurred and is continuing as
of the date hereof.

     d.  The Company agrees to pay on demand all costs and expenses of the Agent
in connection with the preparation,  execution, delivery and enforcement of this
Amendment,  the closing hereof, and any other transactions  contemplated hereby,
including the fees and out-of-pocket expenses of the Company's counsel.

     e.  THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH
THE INTERNAL LAWS (AND NOT THE LAWS OF  CONFLICTS),  OF THE STATE OF FLORIDA AND
ALL APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                  (Remainder of Page Intentionally Left Blank)


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their respective officers thereunto duly authorized,
as of the date first above written.


                                        NUCO2 INC.,
                                        a Florida corporation



                                        By:/s/ Joann Sabatino
                                           -------------------------------------
                                           Joann Sabatino
                                           Chief Financial Officer and Treasurer



                                        Attest: /s/ Eric M. Wechsler
                                                --------------------------------
                                                Eric M. Wechsler
                                                General Counsel and Secretary




<PAGE>



                                        SUNTRUST BANK
                                        individually and as Agent



                                        By:/s/ Russell E. Burnette
                                           -------------------------------------
                                           Russell E. Burnette
                                           Vice President




<PAGE>



                                        BANK AUSTRIA CREDITANSTALT
                                        CORPORATE FINANCE, INC.,
                                        individually and as Documentation Agent



                                        By:_________________________________
                                           Name:
                                           Title:



                                        By:_________________________________
                                           Name:
                                           Title:





<PAGE>



                                        BANK-LEUMI LE-ISRAEL B.M.,
                                        MIAMI AGENCY



                                        By: /s/ Stephen Hanas
                                            ------------------------------------
                                            Name:  Stephen Hanas
                                            Title: Vice President





<PAGE>



                                        THE PROVIDENT BANK



                                        By: /s/ Nick Jevic
                                            ------------------------------------
                                            Name:  Nick Jevic
                                           Title:  Vice President





<PAGE>



                                        IBJ WHITEHALL BUSINESS CREDIT
                                        CORPORATION



                                        By:/s/ John C. Williams
                                           -------------------------------------
                                           Name:  John C. Williams
                                           Title: Vice President




<PAGE>





                                        HAMILTON BANK, N.A.




                                        By: /s/ Roberto Munoz
                                            ------------------------------------
                                           Name:  Roberto Munoz
                                           Title: Vice President



                                        By: /s/ Hector F. Ramirez
                                            ------------------------------------
                                           Name:  Hector F. Ramirez
                                           Title: Senior Vice President


                                       17



<PAGE>

                          ACKNOWLEDGMENT OF GUARANTORS


         Each of the  Guarantors  acknowledges  and  agrees  to the terms of the
foregoing Second Amendment to Amended and Restated  Revolving Credit  Agreement,
and  further  acknowledges  and agrees  that (i) all of the  obligations  of the
Company shall  continue to constitute  "Guaranteed  Obligations"  covered by the
Amended and Restated Guaranty  Agreement dated as of May 4, 1999 executed by the
undersigned,  and (ii) the Amended and Restated Guaranty  Agreement is and shall
remain in full  force and  effect  on and after the date  hereof,  and (iii) the
foregoing agreement shall in no way release,  discharge,  or otherwise limit the
obligations of such Guarantor under the Amended and Restated Guaranty Agreement.

         This  Acknowledgment of Guarantors is made and delivered as of February
___, 2000.

                                           GUARANTORS:

                                           NUCO2 ACQUISITION CORP.,
                                           a Florida corporation



                                           By: /s/ Eric M. Wechsler
                                               ---------------------------------
                                               Name:  Eric M. Wechsler
                                               Title:  Vice President

                                           [CORPORATE SEAL]


                                           KOCH COMPRESSED GASES, INC.,
                                           a New Jersey corporation



                                           By: /s/ Eric M. Wechsler
                                               ---------------------------------
                                               Name:  Eric M. Wechsler
                                               Title:  Vice President

                                           [CORPORATE SEAL]