EXHIBIT 10.10

                          WAIVER AND AMENDMENT NO. 1 TO
                           REVOLVING CREDIT AGREEMENT


                         THIS WAIVER AND  AMENDMENT  NO. 1 TO  REVOLVING  CREDIT
AGREEMENT  (this  "Amendment"),  dated as of August 25, 1998, by and among NUCO2
INC., a Florida  corporation  (the  "Company"),  SUNTRUST  BANK,  SOUTH FLORIDA,
NATIONAL ASSOCIATION, a national banking association ("SunTrust"), and any other
banks or other  lending  institutions  that are or will  become  parties  to the
Credit  Agreement,  defined below  (collectively,  the "Lenders"),  and SUNTRUST
BANK,  SOUTH FLORIDA,  NATIONAL  ASSOCIATION,  as agent (in such  capacity,  the
"Agent").


                              W I T N E S S E T H:


                         WHEREAS,  the  Company,  the  Lenders and the Agent are
parties to that certain Revolving Credit Agreement, dated as of October 31, 1997
(the "Credit Agreement"; defined terms used herein without definition shall have
the meaning ascribed to such terms in the Credit Agreement);

                         WHEREAS,  the  Company has  requested,  and the Lenders
have agreed,  to (i) waive compliance with certain financial and other covenants
set forth in the Credit  Agreement  and (ii)  amend  certain  requirements  with
respect to future  fiscal  periods  with  respect  to certain of such  financial
covenants, all as more particularly set forth below; and

                         WHEREAS, the parties wish to amend the Credit Agreement
to reflect this agreement;

                         NOW, THEREFORE,  for and in consideration of the mutual
covenants  contained  herein and other valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, agree as follows:

                         SECTION 1. AMENDMENTS TO CREDIT  AGREEMENT.  Subject to
the satisfaction of the conditions  precedent set forth in SECTION 3 hereof, and
effective  as of  the  Effective  Date  (as  hereinafter  defined),  the  Credit
Agreement is hereby amended as follows:

                         1.  Section  7.02 of the  Credit  Agreement  is  hereby
amended by deleting such section in its entirety and  substituting  therefor the
following:

                         "SECTION 7.02. FIXED CHARGE COVERAGE RATIO. The Company
            shall not permit the Fixed Charge  Coverage Ratio as of the last day
            of each fiscal  quarter of the  Company  shown below to be less than
            the corresponding ratio shown below:


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                       QUARTER ENDED                            RATIO

                  June 30, 1998                              0.80 to 1.00

                  September 30, 1998                         0.80 to 1.00

                  December 31, 1998                          0.85 to 1.00

                  March 31, 1999                             0.95 to 1.00

                  June 30, 1999                              1.05 to 1.00

                  September 30, 1999, and thereafter         1.25 to 1.00

                         SECTION 2.  WAIVER.  The Company has informed the Agent
and the  Required  Lenders that the Company may not have been and may not in the
future  be in  compliance  with  certain  provisions  of the  Credit  Agreement.
Therefore,  the  Required  Lenders  hereby waive any Default or Event of Default
caused by any such failure of the Company to comply with the following provision
of the Credit Agreement for the fiscal period indicated below:

                         2. Section 7.02 (Fixed Charge  Coverage  Ratio) for the
Company's fiscal quarter ending on March 31, 1998.

                         SECTION 3. CONDITIONS OF EFFECTIVENESS.  This Amendment
shall become effective as of March 31, 1998 (the "EFFECTIVE  DATE") on the first
day when this Amendment shall have been executed by the Company and the Required
Lenders and delivered to the Agent.

                         SECTION  4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE
COMPANY.  The Company,  without  limiting  the  representations  and  warranties
provided in the Credit Agreement, represents and warrants to the Lenders and the
Agent as follows:

                         3.  The  execution,  delivery  and  performance  by the
Company of this Amendment are within the Company's  corporate powers,  have been
duly  authorized  by all necessary  corporate  action  (including  any necessary
shareholder  action) and do not and will not (a) violate  any  provision  of any
law,  rule or  regulation,  any  judgment,  order  or  ruling  of any  court  or
governmental  agency, the articles of incorporation or by-laws of the Company or
any indenture,  agreement or other instrument to which the Company is a party or
by which the  Company or any of its  properties  is bound or (b) be in  conflict
with,  result in a breach of, or constitute with notice or lapse of time or both
a default under any such indenture, agreement or other instrument.

                         4. This  Amendment  constitutes  the  legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms.

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                         5. No Default or Event of Default has  occurred  and is
continuing as of the  Effective  Date or the date hereof (after giving effect to
the waivers set forth herein).

                         SECTION   5.   SURVIVAL.    Each   of   the   foregoing
representations  and warranties and each of the  representations  and warranties
made in the Credit Agreement shall be made at and as of the Effective Date. Each
of  the   foregoing   representations   and   warranties   shall   constitute  a
representation  and warranty of the Company under the Credit  Agreement,  and it
shall be an Event of Default if any such representation and warranty shall prove
to have been  incorrect or false in any material  respect at the time when made.
Each of the  representations  and  warranties  made under the  Credit  Agreement
(including  those made herein)  shall survive and not be waived by the execution
and delivery of this Amendment or any investigation by the Lenders or the Agent.

                         SECTION 6. NO WAIVER,  ETC. The Company  hereby  agrees
that except as  expressly  set forth in Section 2 above,  nothing  herein  shall
constitute  a waiver by the Lenders of any Default or Event of Default,  whether
known or unknown, which may exist under the Credit Agreement. The Company hereby
further agrees that no action,  inaction or agreement by the Lenders,  including
without limitation,  any indulgence,  waiver,  consent or agreement altering the
provisions of the Credit  Agreement  which may have occurred with respect to the
non-payment  of any  obligation  during the term of the Credit  Agreement or any
portion  thereof,  or any other matter relating to the Credit  Agreement,  shall
require or imply any future indulgence,  waiver, or agreement by the Lenders. In
addition,  the Company  acknowledges  and agrees that it has no knowledge of any
defenses,  counterclaims,  offsets or objections in its favor against any Lender
with  regard  to any of the  obligations  due  under  the  terms  of the  Credit
Agreement as of the date of this Amendment.

                         SECTION 7. AFFIRMATION OF COVENANTS. The Company hereby
affirms and restates as of the date hereof all covenants set forth in the Credit
Agreement,  as amended hereby,  and such covenants are incorporated by reference
herein as if set forth herein directly.

                         SECTION 8. RATIFICATION OF CREDIT AGREEMENT.  Except as
expressly  amended  herein,  all terms,  covenants and  conditions of the Credit
Agreement  and the other Loan  Documents  shall remain in full force and effect,
and the parties hereto do expressly  ratify and confirm the Credit  Agreement as
amended herein. All future references to the Credit Agreement shall be deemed to
refer to the Credit Agreement as amended hereby.

                         SECTION 9.  BINDING  NATURE.  This  Amendment  shall be
binding upon and inure to the benefit of the parties  hereto,  their  respective
heirs, successors, successors-in-titles, and assigns.

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                         SECTION  10.  COSTS,  EXPENSES  AND TAXES.  The Company
agrees to pay on  demand  all  reasonable  costs  and  expenses  of the Agent in
connection  with the  preparation,  execution and delivery of this Amendment and
the other  instruments  and  documents  to be  delivered  hereunder,  including,
without  limitation,  the reasonable fees and out-of-pocket  expenses of counsel
for the Agent with respect  thereto and with respect to advising the Agent as to
its rights and  responsibilities  hereunder  and  thereunder.  In addition,  the
Company  shall pay any and all stamp and other taxes payable or determined to be
payable in connection  with the execution and delivery of this Amendment and the
other  instruments and documents to be delivered  hereunder,  and agrees to save
the Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes.

                         SECTION 11.  GOVERNING  LAW.  This  Amendment  shall be
governed by, and construed in accordance with, the laws of the State of Florida.

                         SECTION 12. ENTIRE  UNDERSTANDING.  This Amendment sets
forth the entire  understanding  of the parties  with respect to the matters set
forth herein, and shall supersede any prior negotiations or agreements,  whether
written or oral, with respect thereto.

                         SECTION  13.   COUNTERPARTS.   This  Amendment  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts  and may be delivered by telecopier.  Each counterpart so
executed  and  delivered  shall be deemed  an  original  and all of which  taken
together shall constitute but one and the same instrument.

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                         IN WITNESS  WHEREOF,  the parties  hereto have executed
this  Amendment  through  their  authorized  officers as of the date first above
written.


                                          NUCO2 INC., A FLORIDA CORPORATION


                                          By: /S/ ROBERT RANIERI
                                              ----------------------
                                              Name: Robert Ranieri
                                              Title: C.O.O.




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                                          SUNTRUST BANK, SOUTH FLORIDA,
                                             NATIONAL ASSOCIATION,
                                             INDIVIDUALLY AND AS AGENT
                                             FOR THE LENDERS


                                          By: /S/ RUSSELL E. BURNETTE
                                              ----------------------------------
                                              Name:  Russell E. Burnette
                                              Title: Vice President



                                          CREDITANSTALT CORPORATE FINANCE,
                                             INC., LENDER


                                          By: /S/ JOHN G. TAYLOR
                                              ----------------------------------
                                              Name: John G. Taylor
                                              Title:   Senior Associate

                                          By: /S/ ROBERT M. BIRINGER
                                              ----------------------------------
                                              Name: Robert M. Biringer
                                              Title: EVP

                                          NATIONAL CITY BANK OF KENTUCKY,
                                             LENDER


                                          By: /S/ TODD ETHINGTON
                                              ----------------------------------
                                              Name: Todd Ethington
                                              Title:Vice President


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