Exhibit 10.1

                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT


         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this  "Amendment")  made as of  December  5, 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 the  Credit
Agreement (as defined below) (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, as amended by
that certain First Amendment to Amended and Restated  Revolving Credit Agreement
dated as of June 16,  1999,  as amended by that  certain  Second  Amendment  and
Waiver to Amended and Restated  Revolving  Credit Agreement dated as of February
7, 2000,  as amended by that  certain  Third  Amendment  to Amended and Restated
Revolving  Credit  Agreement  dated as of May 12,  2000,  and as amended by that
certain  Fourth  Amendment to Amended and Restated  Revolving  Credit  Agreement
dated as of September 28, 2000 (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 a
financial covenant 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.       Amendment to Credit Agreement.

         a. Section 1.01 of the Credit Agreement is hereby amended by adding the
following new definition in proper alphabetical order:


<PAGE>


                  "New Common Stock" shall have the meaning set forth in Section
7.04.

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

                  "SECTION  7.04  Minimum Net Worth.  The  Company  shall at all
         times  maintain its  Consolidated  Net Worth greater than a Minimum Net
         Worth,  equal to (i) $37,600,000,  plus (ii) fifty percent (50%) of the
         cumulative  Consolidated  Net Income for each fiscal quarter  beginning
         after the fiscal  quarter  ending on June 30,  2000  (specifically  not
         including any Consolidated Net Loss for any fiscal quarter), plus (iii)
         the cumulative net proceeds of all equity offerings,  except for the 8%
         Convertible Preferred Stock.  Notwithstanding  anything to the contrary
         in the foregoing sentence,  the Company shall at all times maintain its
         Consolidated  Net Worth greater than a Minimum Net Worth,  equal to (i)
         $40,000,000,   plus  (ii)  fifty  percent   (50%)  of  the   cumulative
         Consolidated  Net Income for each  quarter  beginning  after the fiscal
         quarter  ending  on June  30,  2000  (specifically  not  including  any
         Consolidated  Net  Loss  for  any  fiscal  quarter),   plus  (iii)  the
         cumulative  net  proceeds  of all equity  offerings,  except for the 8%
         Convertible  Preferred Stock and except for $10,000,000 from additional
         issuances  of  (a)  preferred  stock  of up to  $10,000,000  (the  "New
         Preferred  Stock") and (b) common stock of up to $10,000,000  (the "New
         Common Stock"),  provided,  however,  that such New Preferred Stock and
         New Common Stock is issued on or before January 31, 2001 and,  provided
         further,   that  the  definitions  of  "Consolidated   Net  Worth"  and
         "Indebtedness"  and Section  8.09 (c) in the Senior  Subordinated  Note
         Purchase  Agreement are amended upon terms and conditions  satisfactory
         in all respects to the Required Lenders."

2.       Conditions  Precedent.  This  Amendment  shall  become  effective  upon
satisfaction of the following conditions:

         a. The Agent shall have received one or more duly executed counterparts
of this Amendment signed by each of the parties hereto.

         b. The Agent shall have received such other documents as any Lender may
reasonably request.


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




<PAGE>

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 Lenders  agree that the first  installment  of the amendment fee
payable by the Company pursuant to Section 3(d) of that certain Fourth Amendment
to Amended and Restated Revolving Credit Facility dated as of September 28, 2000
by and among the Company and the Lenders (the "Fourth  Amendment") has been paid
in full and that the second installment of the amendment fee pursuant to Section
3(d) of the Fourth  Amendment  shall be due and payable on or before February 1,
2001;  provided  however,  if the New Preferred Stock and/or New Common Stock is
issued on or before January 31, 2001, then the Lenders agree to waive payment of
such second installment.

         e. 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 Agent's counsel. In
addition,  the  Company  agrees  to pay all  legal  fees and  expenses  actually
incurred  through  the date  hereof  to the  Agent or  Agent's  counsel,  King &
Spalding, on or before December 10, 2000.

         f. This Amendment may be executed in any number of  counterparts,  each
of which shall be deemed an original  and all of which,  taken  together,  shall
constitute one and the same instrument.



<PAGE>

         g. 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.

         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 Schirripa
                                          -----------------------
                                          Joann Schirripa
                                          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/ Sandra N. Tozzie
                                          ------------------------
                                          Name: Sandra N. Tozzie
                                          Title: First Vice President




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

                                      By:________________________________
                                         Name:
                                         Title:

                                      By:_________________________________
                                         Name:
                                         Title:


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



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


                                      THE PROVIDENT BANK

                                      By: /s/ Nick Jevic
                                          ----------------------
                                          Nick Jevic
                                          Senior Vice President

                                      IBJ WHITEHALL BUSINESS CREDIT
                                      CORPORATION

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


<PAGE>

                                      HAMILTON BANK, N.A.

                                      By: /s/ Roberto R. Munoz
                                          ------------------------
                                          Roberto R. Munoz
                                          Vice President

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



<PAGE>



                          ACKNOWLEDGMENT OF GUARANTORS


            Each of the Guarantors  acknowledges  and agrees to the terms of the
foregoing Fourth 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
December 5, 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]