EXECUTION COPY

                                 AMENDMENT NO. 3

            AMENDMENT  NO.  3  dated  as of May 4,  1999  to the  Note  Purchase
Agreement referred to below, between:

                  NUCO2 INC., a corporation  duly organized and validly existing
         under the laws of the State of Florida (the "Company");

                  each of the  Subsidiaries  of the Company  appearing under the
         caption  "SUBSIDIARY  GUARANTORS" on the signature pages hereto (each a
         "Subsidiary Guarantor" and, collectively,  the "Subsidiary Guarantors";
         and, together with the Company, the "Obligors"); and

                  each of the Investors,  including the Additional Investors (as
         defined  below),   appearing  under  the  caption  "INVESTORS"  on  the
         signature  pages hereto (each,  an "Investor",  and  collectively,  the
         "Investors").

            WHEREAS,  the Obligors and the Investors (other than SunTrust Banks,
Inc.  ("SunTrust")) are party to a Senior  Subordinated Note Purchase  Agreement
dated as of October 31, 1997 (as  heretofore  modified and  supplemented  and in
effect on the date hereof, the "Note Purchase Agreement"), pursuant to which the
Company  issued  its 12%  Senior  Subordinated  Notes  due 2004 in an  aggregate
principal amount of $30,000,000 (the "Existing  Notes") to such Investors (other
than  SunTrust).  Chase Equity  Associates L.P.  ("Chase  Capital") and SunTrust
desire to purchase from the Company, and the Company desires to issue to each of
Chase Capital and SunTrust, its 12% Senior Subordinated Note due 2005 (each such
Note,  a "2005  Note") in the  aggregate  principal  amount of  $13,000,000  and
$2,000,000,  respectively,  under the Note Purchase  Agreement,  having the same
terms as the Existing Notes heretofore issued by the Company  thereunder (except
as otherwise  provided  herein) and the parties to the Note  Purchase  Agreement
wish to amend the Note  Purchase  Agreement to provide for such  issuance and to
make certain other modifications thereto;

            Accordingly, the parties hereto hereby agree as follows:

            Section  1.  Definitions.   Except  as  otherwise  defined  in  this
Amendment No. 3, terms defined in the Note Purchase Agreement are used herein as
defined therein.

            Section 2.  Amendments  to Note Purchase  Agreement.  Subject to the
satisfaction  of the  conditions  precedent  specified  in Section 4 below,  but
effective as of the date hereof, the Note Purchase Agreement shall be amended as
follows:

            A.  References  in the Note Purchase  Agreement to "this  Agreement"
(and indirect references such as "hereunder",  "hereby",  "herein" and "hereof")
shall be deemed to be  references  to the Note  Purchase  Agreement  as  amended
hereby.


<PAGE>

            B. Section 1.01 of the Note Purchase  Agreement  shall be amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate  alphabetical  locations
and amending the following  definitions (to the extent already  included in said
Section 1.01) to read in their entirety as follows:

            "Amendment  No. 3" means  Amendment No. 3 dated as of May 4, 1999 to
      this Agreement.

            "First 2005 Note Closing Date" has the meaning assigned to such term
      in Section 2.07(a).

            "New  Investor"  has the  meaning  assigned  to such term in Section
      2.07(a).

            "Required  Investors"  means,  at any time after the First 2005 Note
      Closing  Date,  Investors  holding  more than 60% in  aggregate  principal
      amount of the  Notes at the time  outstanding,  and at any time  after the
      Second  2005  Note  Closing  Date,  Investors  holding  more  than  63% in
      aggregate  principal  amount of the Notes at the time outstanding (in each
      case  exclusive  of  Notes  then  owned  by  the  Company  or  any  of its
      Affiliates);  provided  that,  in each case,  "Required  Investors"  shall
      include at least two Investors.

            "Second  2005 Note  Closing  Date" has the meaning  assigned to such
      term in Section 2.07(b).

            "Senior Credit  Agreement" means the Amended and Restated  Revolving
      Credit Agreement dated as of May 4, 1999 between the Company,  the lenders
      party thereto from time to time and SunTrust Bank, South Florida, National
      Association,  agent for such lenders,  as executed and delivered on May 4,
      1999,  and  any  refinancing,  refunding,  extension  or  renewal  thereof
      (whether or not with any of the lenders or the agent for such lenders then
      party to the Senior Credit  Agreement),  in each case, at any time amended
      or modified in accordance with Section 8.10(a).

            "Senior Debt" means the following obligations of the Company and its
      Subsidiaries:

                           (i) with respect to the Company, all principal of the
                  loans  outstanding  under the  Senior  Credit  Agreement,  all
                  interest  thereon  (including any interest  accruing after the
                  date  of  any  filing  by  the  Company  of  any  petition  in
                  bankruptcy or the commencing of any bankruptcy,  insolvency or
                  similar proceedings with respect to the Company whether or not
                  the same is allowed as a claim in any such



<PAGE>
                  proceeding)  and all  other  amounts  outstanding  thereunder,
                  including  all  expenses   (including,   without   limitation,
                  attorneys'   fees),   indemnities   and   penalties   and  all
                  commitment,  facility  and  administrative,  agency  or  other
                  similar  fees  payable by the Company  from time to time under
                  the Senior Credit Documents,  and including any obligations of
                  the Company in respect of Hedging  Agreements  owing to one or
                  more of the lenders  under Senior  Credit  Agreement  that are
                  required by the terms of the Senior Credit Agreement;

                           (ii)  with   respect  to  the   Company,   additional
                  Indebtedness  in an aggregate  principal  amount up to but not
                  exceeding  $15,000,000  under or in  respect of (x) the Senior
                  Credit Agreement and (y)any other  instrument  evidencing such
                  Indebtedness;  provided  that, in the case of clause (y) only,
                  such  Indebtedness  is  specifically  designated in such other
                  instrument as "Senior Debt" for purposes of this Agreement;

                           (iii)  with  respect  to  the   Company,   additional
                  Indebtedness  under  or  respect  of  (x)  the  Senior  Credit
                  Agreement  and  (y)  any  other  instrument   evidencing  such
                  Indebtedness;  provided  that  (i) in the case of  clause  (y)
                  only, such  Indebtedness  is  specifically  designated in such
                  other  instrument  as  "Senior  Debt"  for  purposes  of  this
                  Agreement  and (ii) after giving  effect to the  incurrence of
                  such   Indebtedness  (and  the  application  of  the  proceeds
                  thereof),  the Senior  Debt  Incurrence  Ratio is less than or
                  equal to 3.50 to 1.00;

                           (iv) with respect to any  Subsidiary  Guarantor,  the
                  Guarantee  of such  Subsidiary  Guarantor  in  respect  of any
                  Senior Debt of the Company; and

                           (v)  with  respect  to  the  Company,   any  and  all
                  refinancings, replacements or refundings of any of the amounts
                  referred to in clauses  (i),  (ii) and (iii)  above;  provided
                  that the refinancing,  replacement or refunding of Senior Debt
                  incurred under said clause (iii) shall constitute  Senior Debt
                  only  to  the  extent  that,   after  giving  effect  to  such
                  refinancing,  replacement or refunding (and the application of
                  the proceeds hereof), the Senior Debt Incurrence Ratio is less
                  than or equal to 3.50 to 1.00;

                  provided  that the aggregate  principal  amount of Senior Debt
                  permitted  under clauses (i) and (ii) above (together with the
                  amount  of  obligations  in  respect  of  Hedging   Agreements
                  referred  to  in  said  clause  (i)),  and  any   refinancing,
                  replacement or refunding  thereof  permitted  under clause (v)
                  above   (including   the  maximum   amount  of  the  aggregate
                  commitments  of the  lenders  to extend any  revolving  credit
                  facility  thereunder) shall not exceed at any time $90,000,000
                  minus the  aggregate  amount of (x)  permanent  reductions  in
                  revolving credit commitments thereunder and (y) prepayments of
                  any term loans made from time to time in respect of the Senior
                  Debt.



<PAGE>
                  "SunTrust" means SunTrust Banks, Inc.

            "2005  Note"  has  the  meaning  assigned  to such  term in  Section
      2.07(a).

                  C. Section  2.03(a) of the Note  Purchase  Agreement  shall be
amended in its entirety to read as follows:

                           "(a) The Company's obligation to pay the principal of
         and  interest  on all the Notes  issued by it shall be  evidenced  by a
         Note,  substantially  in the form of Exhibit A (except,  in the case of
         the 2005 Notes,  as modified by Section  2.07(a)),  duly  executed  and
         delivered  by  the  Company  with  blanks  appropriately  completed  in
         conformity herewith."

                  D.  A new  Section  2.04(e)  is  added  to the  Note  Purchase
Agreement to read as follows:

                           "(e)  Notwithstanding  anything in this  Agreement or
         the Notes to the  contrary,  the unpaid  principal  amount of each Note
         (other than the 2005 Notes) shall bear  interest at the rate of 14% Mar
         annum during each fiscal  quarter  (commencing  with the fiscal quarter
         beginning  on April 1,  1999) of the  Company  in which  the  Total Net
         Funded Debt  Coverage  Ratio  exceeds 5.50 to 1.00 as at the end of the
         immediately  preceding  fiscal  quarter  (that  portion of the interest
         accruing  on the Notes in excess of 12%  being  herein  referred  to as
         "Additional Interest");  provided, however, that no Additional Interest
         shall accrue prior to May 4, 1999.  Interest  accruing  pursuant to the
         immediately  preceding  sentence will be payable as provided in Section
         2.04(c); provided,  however, that any Additional Interest accruing with
         respect to any fiscal quarter ending on (i) March 31 will be payable on
         May 31 of such year and (ii)  September  30 will be payable on November
         30 of such year.

                  E. A new Section 2.07 is added to the Note Purchase  Agreement
to read as follows:

                           "SECTION 2.07 Issuance of 2005 Notes.

                           (a) Subject to and upon the terms and  conditions set
         forth in the immediately succeeding sentence, each of Chase Capital and
         SunTrust (each, a "New Investor")  agrees to purchase from the Company,
         and the Company  agrees to issue to each New  Investor,  its 12% Senior
         Subordinated  Notes due 2005 (the "2005 Notes"),  which Notes (i) shall
         be issued on May 4, 1999 (or such later date as the Company and the New
         Investors shall mutually agree,  but not later than May [4], 1999) (the
         "First 2005 Note Closing Date"), (ii) shall be in a principal amount of
         $8,666,667,  in the case of Chase Capital, and $1,333,333,  in the case
         of SunTrust,  and purchased at par by such New Investor and (iii) shall
         otherwise be in the form of Exhibit A (except  that the  maturity  date
         thereof shall be October 31, 2005).  Each 2005 Note shall  constitute a
         Note,

<PAGE>

         and each New Investor  shall be an  Investor,  for all purposes of this
         Agreement.  The  issuance  of the 2005  Notes to the New  Investors  is
         subject, at the time of purchase,  to the satisfaction of the following
         conditions:  (i) receipt by the New  Investors  of a  certificate  of a
         senior officer of the Company,  dated the date of such purchase, to the
         effect,  both immediately  prior to the purchase of such 2005 Notes and
         also after giving  effect  thereto and the  intended  use thereof,  set
         forth in clauses (a) and (b) of Section 5.02;  (ii) receipt by each New
         Investor  of the 2005  Note of such New  Investor,  duly  executed  and
         completed for such New  Investor;  and (iii) the execution and delivery
         of an  amendment  to the  Warrant  Agreement  satisfactory  to the  New
         Investors  providing  for the issuance of Warrants to the New Investors
         (or any Affiliate  thereof) for the purchase of 323,173 Stock Units (as
         defined in the Warrant  Agreement),  in the case of Chase Capital,  and
         49,719 Stock Units (as defined in the Warrant  Agreement),  in the case
         of SunTrust, and making certain other modifications thereto as mutually
         agreed by the Company and the Investors  (including the New Investors).
         Notwithstanding  anything to the contrary  herein or in the 2005 Notes,
         interest on the 2005 Notes  issued on the First 2005 Note  Closing Date
         under this Section  2.07(a)  shall accrue from and  including the First
         2005 Note Closing Date and the initial  payment of interest on the 2005
         Notes issued under this  Section  2.07(a)  shall be made on October 31,
         1999.

                           (b) Subject to and upon the terms and  conditions set
         forth in the  immediately  succeeding  sentence  and upon ten  Business
         Days' prior written notice from the Company to the New Investors,  each
         New  Investor  agrees to  purchase  from the  Company,  and the Company
         agrees to issue to each New Investor,  an additional  2005 Note,  which
         Notes (i) shall be issued on any  Business  Day (such day,  the "Second
         2005 Note  Closing  Date")  during the period  from the First 2005 Note
         Closing  Date to and  including  March  31,  2000,  (ii)  shall be in a
         principal  amount  of  $4,333,333,  in the case of Chase  Capital,  and
         $666,667,  in the case of  SunTrust,  and  purchased at par by such New
         Investor  and (iii)  shall  otherwise  be in the form of the 2005 Notes
         issued under Section  2.07(a).  Each such 2005 Note shall  constitute a
         Note, and each such New Investor shall be an Investor, for all purposes
         of  this  Agreement.  The  issuance  of such  2005  Notes  to such  New
         Investors is subject,  at the time of purchase,  to the satisfaction of
         the  following  conditions:  (i)  receipt  by the  New  Investors  of a
         certificate of a senior officer of the Company,  dated the date of such
         purchase, to the effect, both immediately prior to the purchase of such
         2005 Notes and also after  giving  effect  thereto and the intended use
         thereof, set forth in clauses (a) and (b) of Section 5.02; (ii) receipt
         by each New  Investor  of the  2005  Note of such  New  Investor,  duly
         executed and  completed  for such New  Investor;  (iii)  receipt by the
         Investors  of the  most  recent  financial  statements  required  to be
         delivered  pursuant to Section 7.01(a) or 7.01(b),  as applicable;  and
         (iv) the Total Net Funded Debt Coverage  Ratio as of the end of and for
         the most recent fiscal quarter for which financial statements have been
         delivered  pursuant  to clause  (iii) above would not exceed 6.0 to 1.0
         after giving effect to the issuance of such 2005 Notes,  and receipt by
         the New Investors of a certificate  of a senior officer of the Company,
         dated the date of such purchase,  demonstrating in reasonable detail to
         that effect. Notwithstanding anything to

<PAGE>

         the  contrary  herein or in the 2005 Notes,  interest on the 2005 Notes
         issued on the Second 2005 Note Closing Date under this Section  2.07(b)
         shall accrue from and  including  the Second 2005 Note Closing Date and
         the initial  payment of interest  on the 2005 Notes  issued  under this
         Section  2.07(b)  shall  be made on the  first  30~ day of April or the
         first 31~ day of October,  whichever is earlier, to occur following the
         Second 2005 Note Closing Date.

                           The  Company   shall  pay  to  each  New  Investor  a
         commitment  fee on the principal  amount of the 2005 Notes to be issued
         to such New  Investor  on the  Second  2005 Note  Closing  Date for the
         period from and  including  the First 2005 Note Closing Date to but not
         including  the earlier of the Second 2005 Note  Closing  Date and March
         31, 2000 (or such earlier date on which the Company shall  terminate in
         writing  to  each  of the  New  Investors  the  obligations  of the New
         Investors to purchase the 2005 Notes pursuant to this Section  2.07(b))
         at a rate per annum  equal to 1/2 of 1%.  The  accrued  commitment  fee
         (which  shall be  computed on the basis of a year of 360 days and shall
         be payable for the actual number of days elapsed  (including  the first
         but  excluding  the last day))  shall be payable in arrears on April 30
         and  October 31 of each year (or if any date is not a Business  Day, on
         the  immediately  succeeding  Business Day),  commencing on October 31,
         1999, and on the date on which the  obligations of the New Investors to
         purchase  the  2005  Notes  pursuant  to  this  Section  2.07(b)  shall
         terminate. "

                  F. Section  3.01(a) of the Note  Purchase  Agreement  shall be
amended in its entirety to read as follows:

                           "(a) The Company  may, at its option,  upon notice as
         provided  below,  prepay all or,  from time to time,  part of the Notes
         (other  than  the  2005  Notes)  at any  time at the  following  prices
         (expressed  in  percentages  of principal  amount) in each of the years
         listed below, in each case,  together with interest  accrued and unpaid
         on the Notes (other than the 2005 Notes) (or part thereof,  as the case
         may be) to the prepayment date:

                                    Year                               Price

                           From the Closing Date
                             through October 31, 1998                  106%

                           From November 1, 1998
                             through October 31, 1999                  104%

                           From November 1, 1999
                             through October 31, 2000                  102%

                           From November 1, 2000
                             and thereafter                            100%



<PAGE>

         The Company may, at its option,  upon notice as provided below,  prepay
         all or,  from time to time,  part of the 2005  Notes at any time at the
         following prices (expressed in percentages of principal amount) in each
         of the years listed below, in each case, together with interest accrued
         and unpaid on the 2005 Notes (or part  thereof,  as the case may be) to
         the prepayment date:

                                    Year                               Price

                           From the Closing Date
                             through April 30, 2000                    106%

                           From May 1, 2000
                             through April 30, 2001                    104%

                           From May 1, 2001
                             through April 30, 2002                    102%

                           From May 1, 2002
                             and thereafter                            100%"

                  G. The first sentence of Section  3.01(d) of the Note Purchase
Agreement shall be amended in its entirety to read as follows:

                           "(d)  In  the  event  of a  Change  in  Control,  any
         Investor shall have the option to require the Company to repurchase (i)
         the Notes (other than the 2005 Notes) held by such  Investor at a price
         equal to 101% of the  principal  amount of such Notes if such Change in
         Control  occurs prior to the third  anniversary  of the date hereof and
         thereafter  at a price  equal to 100% of the  principal  amount of such
         Notes, in each case,  together with interest  accrued and unpaid on the
         Notes (or part thereof,  as the case may be) to the payment date and/or
         (ii) the 2005 Notes held by such  Investor  at a price equal to 101% of
         the  principal  amount of such Notes if such  Change in Control  occurs
         prior to the third  anniversary of the First 2005 Note Closing Date and
         thereafter  at a price  equal to 100% of the  principal  amount of such
         Notes, in each case,  together with interest  accrued and unpaid on the
         Notes (or part thereof, as the case may be) to the payment date. "

                  H. The last  sentence  of  Section  3.02 of the Note  Purchase
Agreement shall be amended in its entirety to read as follows:

                           "Anything  in  this  Agreement  or the  Notes  to the
         contrary  notwithstanding,  any payment of principal  of, or premium or
         interest  on any Note,  or any  other  payment  hereunder  or under the
         Notes, that is due on a date other than a Business Day shall be




<PAGE>

         made  on  the  next  succeeding  Business  Day  without  including  the
         additional days elapsed in the  computation of the interest  payable on
         such next succeeding Business Day. "

                  I.  Section  5.02 of the  Note  Purchase  Agreement  shall  be
         amended in its entirety to read as follows:

                           "SECTION  5.02.  Other  Conditions   Precedent.   The
         obligation of any Investor to purchase its Note(s)  (including its 2005
         Note(s)) hereunder is subject to the further conditions precedent that,
         both  immediately  prior to the purchase of such Note(s) and also after
         giving effect thereto and to the intended use thereof:

                           (a) no Default shall have occurred and be continuing;
         and

                           (b) the  representations  and warranties  made by the
         Company  in  Article  VI  shall be true  and  correct  on and as of the
         Closing Date (or the First 2005 Closing Date or the Second 2005 Closing
         Date, as applicable, in the case of the 2005 Notes) with the same force
         and  effect  as if  made  on and  as of  such  date  (or,  if any  such
         representation  or warranty is expressly stated to have been made as of
         a specific date, as of such specific date)."

                  J. A new Section 5.03 is added to the Note Purchase  Agreement
to read as follows:

                           "SECTION  5.03  Conditions  Precedent  to Second 2005
         Notes. The obligation of each New Investor to purchase its 2005 Note on
         the Second 2005 Note Closing  Date is subject to the further  condition
         precedent  that the  Company  shall have issued and  delivered  to such
         Investors the Warrants  required to be issued under Section  2.08(b) of
         the Warrant  Agreement in the amounts therein  specified and shall have
         executed and delivered  each of the other  agreements  and  instruments
         contemplated to be executed and/or delivered under said Section 2.08(b)
         with respect to such Warrants."

                  K.  Section  8.09 of the  Note  Purchase  Agreement  shall  be
amended in its entirety to read as follows:

                           "SECTION 8.09 Financial Covenants.

                           (a)  Interest  Coverage  Ratio.  The Company will not
         permit  the  Interest  Coverage  Ratio to be less  than  the  following
         respective  ratios as at the last day of each fiscal quarter during the
         following respective periods:


<PAGE>
                              Period                        Ratio

                      From April 1, 1999
                        through December 31, 1999        1.25 to 1.00

                      From January 1, 2000
                        through March 31, 2000           1.50 to 1.00

                      From April 1, 2000
                        through June 30, 2000            1.75 to 1.00

                      From July 1, 2000
                        through September 30, 2000       2.00 to 1.00

                      From October 1, 2000
                        and at all times thereafter      2.50 to 1.00

                           (b) Total Net Funded Debt Coverage Ratio. The Company
         will not permit the Total Net Funded Debt Coverage  Ratio to exceed the
         following respective ratios at any time during the following respective
         periods:

                             Period                          Ratio

                      From January 1, 1999
                        through June 30, 1999            6.75 to 1.00

                      From July 1, 1999
                        through September 30, 1999       6.00 to 1.00

                      From October 1, 1999
                        through December 31, 1999        5.50 to 1.00

                      From January 1, 2000
                        through March 31, 2000           5.00 to 1.00

                      From April 1, 2000
                        and at all times thereafter      4.50 to 1.00

                           (c) Minimum Net Worth. The Company shall at all times
         maintain  Consolidated  Net  Worth  of not  less  than  the  sum of (a)
         $40,000,000,  (b) ~ 50% of the cumulative  Consolidated  Net Income for
         each  fiscal  quarter  ending  on  or  after  December  31,  1997  (but
         specifically  not  including  any  Consolidated  Net  Loss for any such
         fiscal  quarter)  plus (c) the  cumulative  net  proceeds of all equity
         offerings (if any) made by the Company for each fiscal  quarter  ending
         on or after September 30, 1997."

                  L. Section  8.10(a) of the Note  Purchase  Agreement  shall be
amended in its entirety to read as follows:

                           "(a) The Company will not, and will not permit any of
         its Subsidiaries to, change, amend,  supplement or otherwise modify the
         terms of the Senior Credit Documents,  or refund or refinance the same,
         without the prior consent of the Required  Investors,  if the effect of
         such amendment or such refunding or refinancing is to:

                           (i) impose upon the Company,  directly or indirectly,
                  any prohibition or limitation on its ability to make regularly
                  scheduled  payments of  principal of or interest on the Notes,
                  or any  other  amounts  owing  to  the  Investors  under  this
                  Agreement,  except as provided in the subordination provisions
                  set forth in Article XI;


<PAGE>

                           (ii) extend or shorten the scheduled  maturity of any
                  payment of any principal  amount of the loans under the Senior
                  Credit Agreement, except (x) altering or modifying the payment
                  schedule  of such  loans so as to cause  the  average  life to
                  maturity of such loans to be not more than three years  longer
                  than the average life to maturity of such loans as of the date
                  hereof or (y) extending the final  maturity date of such loans
                  by more than three years; and

                           (iii) change,  amend,  supplement or otherwise modify
                  Section  2.1 l(d) of the Senior  Credit  Agreement  or change,
                  amend,  supplement or otherwise modify the terms of the Senior
                  Credit Agreement to require a reduction in the Commitments (as
                  defined  in the  Senior  Credit  Agreement)  as a result  of a
                  mandatory  prepayment  under Section 2.11 of the Senior Credit
                  Agreement."

                  M. Schedules  6.06(a),  6.10, 6.12, 6.13, 8.01 and 8.02 to the
Note  Purchase  Agreement  are hereby  amended to read as set forth in Schedules
6.06(a), 6.10, 6.12, 6.13, 8.01 and 8.02, respectively, to this Amendment No. 3.

                  Section 3. Representations and Warranties.

                  (a) The Company  represents and warrants to the Investors that
(i) the  representations  and  warranties  set forth in  Article  VI of the Note
Purchase  Agreement (as amended hereby) are true and complete on the date hereof
as if made on and as of the date hereof and as if each reference in said Article
VI to  "this  Agreement"  (or  words of  similar  import)  referred  to the Note
Purchase  Agreement as amended by this  Amendment  No. 3 and (ii) no Default has
occurred and is continuing.

                  (b)Each  New  Investor  represents  to the  Company  that  the
representations  set forth in Article IV of the Note Purchase Agreement are true
and complete  with respect to such New Investor on the date of each  purchase of
its 2005 Note pursuant to Section 2.07 of the Note



<PAGE>
Purchase Agreement,  as amended hereby, as if made on and as of such date and as
if each  reference in said Article IV to "this  Agreement"  (or words of similar
import) referred to the Note Purchase Agreement as amended by this Amendment No.
3.

                  Section 4.  Conditions  Precedent.  As  provided  in Section 2
above, the amendments to the Note Purchase Agreement set forth in said Section 2
shall become  effective,  as of the date hereof,  upon the  satisfaction  of the
following conditions:

                  (a) Amendment No. 3. The execution and delivery of one or more
         counterparts  of this Amendment No. 3 by each of the parties hereto and
         receipt by the  Investors  of evidence  that the  lenders  party to the
         Senior Credit Agreement shall have approved this Amendment No. 3.

                  (b) Corporate Documents. Receipt by the Investors of certified
         copies of the charter and by-laws  (or  equivalent  documents)  of each
         Obligor and of all  corporate  authority  for each Obligor  (including,
         without limitation,  board of director  resolutions and evidence of the
         incumbency, including specimen signatures, of officers) with respect to
         the  execution,  delivery and  performance  of this Amendment No. 3 and
         each other  document to be  delivered by such Obligor from time to time
         in connection  herewith and the 2005 Notes hereunder (each Investor may
         conclusively  rely on such  certificate  until it  receives  notice  in
         writing from such Obligor to the contrary).

                  (c)  Officer's  Certificate.  Receipt  by the  Investors  of a
         certificate  of a senior  officer of the Company,  dated the First 2005
         Note  Closing  Date,  to the effect set forth in clauses (a) and (b) of
         Section 5.02.

                  (d)  Opinion  of  Counsel  to  the  Obligors.  Receipt  by the
         Investors  of an opinion,  dated the First 2005 Note Closing  Date,  of
         Olshan  Grundman  Frome  Rosenzweig  &  Wolosky  LLP,  counsel  to  the
         Obligors, in form and substance reasonably satisfactory to the Required
         Investors  (and each Obligor  hereby  instructs such counsel to deliver
         such opinion to the Investors).

                  (e)  Opinion of  Special  New York  Counsel to the  Investors.
         Receipt  by the  Investors  of an  opinion,  dated the First  2005 Note
         Closing Date, of Milbank,  Tweed, Hadley & McCloy LLP, special New York
         counsel to Chase Capital, in form and substance reasonably satisfactory
         to the Required Investors.

                  (f) 2005 Notes.  Receipt by the  Additional  Investors  of the
         2005 Notes to be purchased on the First 2005 Note  Closing  Date,  duly
         completed and executed for each New Investor.

                  (g)  Warrants.  Receipt by the New  Investors  of the Warrants
         required to be issued under Section  2.08(a) of the Warrant  Agreement,
         as amended, in the amounts therein



<PAGE>

         specified and each of the other agreements and instruments contemplated
         to be executed and/or delivered under said Section 2.08(a) with respect
         to such Warrants

                  (h) Other  Documents.  Receipt  by the New  Investors  of such
         other documents as any Additional  Investor or special New York counsel
         to the Investors may reasonably request.

                  Section 5. Miscellaneous.  Except as herein provided, the Note
Purchase  Agreement  shall remain  unchanged and in full force and effect.  This
Amendment  No. 3 may be  executed  in any number of  counterparts,  all of which
taken together shall  constitute one and the same amendatory  instrument and any
of the  parties  hereto may  execute  this  Amendment  No. 3 by signing any such
counterpart.  This  Amendment  No. 3 shall be  governed  by,  and  construed  in
accordance with, the law of the State of New York.

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 3 to be duly  executed and delivered as of the day and year first
above written.

                                        NUCO2 INC.


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


                                        SUBSIDIARY GUARANTORS

                                        NUCO2 ACQUISITION CORP.


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


                                        KOCH COMPRESSED GASES, INC.


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





<PAGE>

                                        INVESTORS

                                        CHASE EQUITY ASSOCIATES L.P.
                                        By Chase Capital Partners,
                                        its general partner


                                        By____________________________________
                                          Title:


                                        DK ACQUISITION PARTNERS, L.P.

                                        By M.H. Davidson & Co.,
                                        its general partner


                                        By____________________________________
                                          Title:


                                        EMPIRE  INSURANCE  COMPANY,
                                        as executed on their behalf by
                                        their Investment Manager,
                                        Cohanzick Management, L.L C.


                                        By____________________________________
                                          Title:


                                        ORIX USA CORPORATION


                                        By____________________________________
                                          Title:


                                        PAINEWEBBER HIGH INCOME FUND,
                                        a series of PaineWebber Managed
                                        Investments Trust


                                        By____________________________________
                                          Title:




<PAGE>

                                        SUNTRUST BANKS, INC.


                                        By____________________________________
                                          Title: