EXHIBIT 10.9

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT



            THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of June 16,  1999 (this  "Amendment"),  by and among  NUCO2  INC.,  a Florida
corporation (the "Company"), 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,  and
any other banks or other lending institutions that are or will become parties to
this Amendment (collectively,  the "Lenders" and each individually, a "Lender"),
and  SUNTRUST  BANK,  SOUTH  FLORIDA,  NATIONAL  ASSOCIATION,  as agent  for the
Lenders.

                             PRELIMINARY STATEMENTS

            The  Company,  Agent and the  Lenders  are  parties to that  certain
Amended and  Restated  Credit  Agreement,  dated as of May 4, 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; and

            The  Company,  Agent and the  Lenders  desire  to amend  the  Credit
Agreement on the terms and subject to the conditions set forth herein.

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:


1.          Amendments to Credit Agreement.

            a.  Section  10.02 of the  Credit  Agreement  is hereby  amended  by
replacing subsection (c) in its entirety with the following subsection (c):

                        (c) to amend or modify  the  definitions  of  "Borrowing
            Base", "Cost of Products Sold",  "EBITDA Multiple",  "Gross Margin",
            "Gross Margin  Factor",  "Revolving  Loan  Commitment"  or "Required
            Lenders",  to amend or modify  Schedule  1.01, or the  provisions of
            Section 2.01 (ii)(E), Section 10.07 or of this Section 10.02;

            b. Exhibit K to the Credit  Agreement is hereby amended by replacing
such Exhibit K in its entirety with Annex A attached to this Amendment.


<PAGE>
2.          Other Agreements.

            a.  Company  hereby  affirms  that each of the  representations  and
warranties  of the Company  contained in the Credit  Agreement and in any of the
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, the Company warrants and represents
that the  execution,  delivery and  performance by the Company of this Amendment
(i) are within the  Company's  corporate or similar  power;  (ii) have been duly
authorized  by  all  necessary  or  proper  corporate  or  similar  action,  and
shareholder or similar 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 and 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 of
the 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. 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.  Company  agrees to pay on demand all costs and  expenses  of the
Agent and the Lenders 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.

            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.

                                      A-2

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed 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


                                        SUNTRUST BANK, SOUTH FLORIDA,
                                        NATIONAL ASSOCIATION,
                                        individually and as Agent



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


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<PAGE>



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



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


                                        By: Gary W. Andresen
                                            ------------------------------------
                                           Name:  Gary W. Andresen
                                           Title: Associate


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<PAGE>



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


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



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<PAGE>



                                        THE PROVIDENT BANK


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




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<PAGE>



                                        IBJ WHITEHALL BUSINESS CREDIT
                                        CORPORATION




                                        By: /s/ Bruce Kasper
                                            -----------------------------------
                                            Name:  Bruce Kasper
                                            Title: Vice President





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<PAGE>

                          ACKNOWLEDGMENT OF GUARANTORS


            Each of the Guarantors  acknowledges  and agrees to the terms of the
foregoing First Amendment to Amended and Restated 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 made and delivered as of June 16,
1999.

                                        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]



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