Exhibit 10.9

               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 7, 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:

<PAGE>

                  "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:

                        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, 1999  (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 7,
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

                                       2

<PAGE>

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)

                                       3

<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

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

                                      By: /s/ Scott Kray
                                          -------------------------------------
                                          Name: Scott Kray
                                          Title: Vice President

                                      By: /s/ Gary Andresen
                                          -------------------------------------
                                          Name: Gary Andresen
                                          Title: Sr. Associate

                                      BANK-LEUMI LE-ISRAEL B.M.,
                                      MIAMI AGENCY
                                      By: /s/ Stephen Hanas
                                          -------------------------------------
                                            Name: Stephen Hanas
                                            Title: Vice President

                                      THE PROVIDENT BANK
                                      By: /s/ Nick Jevic
                                          -------------------------------------
                                            Name: Nick Jevic
                                            Title: Vice President

                                      IBJ WHITEHALL BUSINESS CREDIT
                                      CORPORATION
                                      By: /s/ John C. Williams
                                          -------------------------------------
                                            Name: John C. Williams
                                            Title: Vice President

                                      HAMILTON BANK, N.A.

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

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


<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 7, 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]