<PAGE>   1

                                                                 Exhibit 10.7.2




                SECOND AMENDMENT TO THREE-YEAR CREDIT AGREEMENT

         This SECOND AMENDMENT TO THREE-YEAR CREDIT AGREEMENT (this
"Amendment"), dated as of August 21, 2000, is by and among LINCARE HOLDINGS
INC., a Delaware corporation (the "Borrower"), each of the Borrower's
Subsidiaries (individually a "Guarantor" and collectively the "Guarantors";
together with the Borrower, individually a "Credit Party", and collectively the
"Credit Parties"), the Required Lenders signatory hereto and BANK OF AMERICA,
N. A., as Agent for the Lenders (in such capacity, the "Agent").

                              W I T N E S S E T H

         WHEREAS, the Credit Parties, the Lenders and the Agent have entered
into that certain Three-Year Credit Agreement dated as of August 23, 1999 (as
previously amended, the "Existing Credit Agreement");

         WHEREAS, the Borrower has requested, and the Lenders have agreed, to
amend certain provisions of the Existing Credit Agreement as more fully set
forth below.

         NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


                                     PART I
                                  DEFINITIONS

         SUBPART 1.1       Certain Definitions. Unless otherwise defined herein
or the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:

                  "Amended Credit Agreement" means the Existing Credit
         Agreement as amended hereby.

                  "Amendment No. 2 Effective Date" is defined in Subpart 4.1.

         SUBPART 1.2       Other Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit
Agreement.


<PAGE>   2

                                    PART II
                    AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part 2.

         SUBPART 2.1       Amendments to Section 1.1. Section 1.1 of the
Existing Credit Agreement is hereby amended in the following respects:

                  (a)      The following definitions are amended in their
         entireties to read as follows:

                           "Agent's Fee Letter" means that certain letter
                  agreement, dated as of August 21, 2000, between the Agent and
                  the Borrower, as amended, modified, restated or supplemented
                  from time to time.

                           "Applicable Percentage" means, for purposes of
                  calculating the applicable interest rate for any day for any
                  Revolving Loan, the applicable rate of the Unused Fee for any
                  day for purposes of Section 3.5(b) and the applicable rate of
                  the Letter of Credit Fee for any day for purposes of Section
                  3.5(c)(i), the appropriate applicable percentage
                  corresponding to the Leverage Ratio in effect as of the most
                  recent Calculation Date as set forth below:

<TABLE>
<CAPTION>

 ==========================================================================================
                                    APPLICABLE PERCENTAGES
-------------------------------------------------------------------------------------------
                                   FOR REVOLVING LOANS
                               -----------------------------        FOR              FOR
 PRICING     LEVERAGE RATIO    EURODOLLAR    BASE RATE LOANS     LETTER OF          UNUSED
  LEVEL                           LOANS                          CREDIT FEE          FEE
 ------------------------------------------------------------------------------------------
<S>          <C>               <C>           <C>                 <C>                <C>

    I         < 1.0 to 1.0       1.125%           0.125%           1.125%           0.30%*
              -
 ------------------------------------------------------------------------------------------
              < 1.5 to 1.0
    II        -   but            1.375%           0.375%           1.375%           0.35%*
              > 1.0 to 1.0
 ------------------------------------------------------------------------------------------
              < 2.0 to 1.0
   III        -   but            1.625%           0.625%           1.625%           0.40%*
              > 1.5 to 1.0
 ------------------------------------------------------------------------------------------
    IV        > 2.0 to 1.0        2.00%           1.00%            2.00%            0.50%*

===========================================================================================

</TABLE>

                * If on any day, the aggregate outstanding principal amount of
                  all Revolving Loans plus LOC Obligations hereunder is less
                  than the product of (A) one-half (1/2) times (B) the
                  Revolving Committed Amount, the applicable Unused Fee (as
                  shown above) shall be increased by an amount equal to 12.5
                  basis points.

                  The Applicable Percentages shall be determined and adjusted
         quarterly on the date (each a "Calculation Date") five Business Days
         after the date by which the Borrower is required to provide the
         officer's certificate in accordance with the provisions of Section
         7.1(c) for the most recently ended fiscal quarter of the Consolidated
         Parties; provided, however, that (i) the initial Applicable
         Percentages shall be based on Pricing Level II (as shown above) and
         shall remain at Pricing Level II until the date six months following
         the Closing Date, on and after which




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         time the Pricing Level shall be determined by the Leverage Ratio as of
         the last day of the most recently ended fiscal quarter of the
         Consolidated Parties preceding the applicable Calculation Date and
         (ii) if the Borrower fails to provide the officer's certificate as
         required by Section 7.1(c) for the last day of the most recently ended
         fiscal quarter of the Consolidated Parties preceding the applicable
         Calculation Date, the Applicable Percentage from such Calculation Date
         shall be based on Pricing Level IV until such time as an appropriate
         officer's certificate is provided, whereupon the Applicable
         Percentages shall be determined by the Leverage Ratio as of the last
         day of the most recently ended fiscal quarter of the Consolidated
         Parties preceding such Calculation Date. Each Applicable Percentage
         shall be effective from one Calculation Date until the next
         Calculation Date. Any adjustment in the Applicable Percentages shall
         be applicable to all existing Revolving Loans and Letters of Credit as
         well as any new Revolving Loans and Letters of Credit made or issued.

                  "Credit Documents" means a collective reference to this
         Credit Agreement, the Revolving Notes, the LOC Documents, each Joinder
         Agreement, the Agent's Fee Letter, the Pledge Agreement and all other
         related agreements and documents issued or delivered hereunder or
         thereunder or pursuant hereto or thereto (in each case as the same may
         be amended, modified, restated, supplemented, extended, renewed or
         replaced from time to time), and "Credit Document" means any one of
         them.

                  "Credit Party Obligations" means, without duplication, (i)
         all of the obligations of the Credit Parties to the Lenders (including
         the Issuing Lender) and the Agent, whenever arising, under this Credit
         Agreement, the Revolving Notes, the Pledge Agreement or any of the
         other Credit Documents (including, but not limited to, any interest
         accruing after the occurrence of a Bankruptcy Event with respect to
         any Credit Party, regardless of whether such interest is an allowed
         claim under the Bankruptcy Code) and (ii) all liabilities and
         obligations, whenever arising, owing from any Credit Party to any
         Lender, or any Affiliate of a Lender, arising under any Hedging
         Agreement or any Equity Swap Agreement.

                  "Intercreditor Agreement" means (i) on and after the
         Amendment No. 2 Effective Date but prior to the first date on which
         the Borrower has issued any Senior Notes, an intercreditor agreement
         in form and substance reasonably satisfactory to the Agent, defining
         the relationship between the Agent and the Lenders, on the one hand,
         and the agent and the lenders under the 364-Day Credit Agreement, on
         the other hand, with respect to the relative rights and priorities
         with respect to the Pledged Collateral and providing for the sharing
         of any amounts recovered pursuant to the obligations of the Guarantors
         under Section 4 and the guaranties of the 364-Day Credit Agreement
         permitted under Section 8.1(j) and (ii) after the issuance of any
         Senior Notes, an intercreditor agreement in form and substance
         reasonably satisfactory to the Agent, defining the relationship
         between the Agent and the Lenders, on the one hand, and the Senior
         Noteholders, on the other hand, with respect to the relative rights
         and priorities with respect to the




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         Pledged Collateral and providing for the sharing of any amounts
         recovered pursuant to the obligations of the Guarantors under Section
         4 and the guaranties of the Senior Notes permitted under Section
         8.1(j).

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Person which may become a Lender
         by way of assignment in accordance with the terms hereof, together
         with their successors and permitted assigns.

                  "Permitted Liens" means:

                           (i)      Liens in favor of the Agent, for the
                  benefit of the Lenders, to secure the Credit Party
                  Obligations;

                           (ii)     Liens in favor of the Collateral Agent, for
                  the ratable benefit of the Lenders and either the lenders
                  under the 364-Day Credit Agreement or the Senior Noteholders,
                  as applicable;

                           (iii)    Liens (other than Liens created or imposed
                  under ERISA) for taxes, assessments or governmental charges
                  or levies not yet due or Liens for taxes being contested in
                  good faith by appropriate proceedings for which adequate
                  reserves determined in accordance with GAAP have been
                  established (and as to which the Property subject to any such
                  Lien is not yet subject to foreclosure, sale or loss on
                  account thereof);

                           (iv)     statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, materialmen and suppliers
                  and other Liens imposed by law or pursuant to customary
                  reservations or retentions of title arising in the ordinary
                  course of business, provided that such Liens secure only
                  amounts not yet due and payable or, if due and payable, are
                  unfiled and no other action has been taken to enforce the
                  same or are being contested in good faith by appropriate
                  proceedings for which adequate reserves determined in
                  accordance with GAAP have been established (and as to which
                  the Property subject to any such Lien is not yet subject to
                  foreclosure, sale or loss on account thereof);

                           (v)      Liens (other than Liens created or imposed
                  under ERISA) incurred or deposits made by any Consolidated
                  Party in the ordinary course of business in connection with
                  workers' compensation, unemployment insurance and other types
                  of social security, or to secure the performance of tenders,
                  statutory obligations, bids, leases, government contracts,
                  performance and return-of-money bonds and other similar
                  obligations (exclusive of obligations for the payment of
                  borrowed money);

                           (vi)     Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured




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                  shall, within 30 days after the entry thereof, have been
                  discharged or execution thereof stayed pending appeal, or
                  shall have been discharged within 30 days after the
                  expiration of any such stay;

                           (vii)    easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered Property for its intended purposes;

                           (viii)   Liens on Property securing purchase money
                  Indebtedness (including Capital Leases and Synthetic Leases)
                  to the extent permitted under Section 8.1(c), provided that
                  any such Lien attaches to such Property concurrently with or
                  within 90 days after the acquisition thereof;

                           (ix)     leases or subleases granted to others not
                  interfering in any material respect with the business of any
                  Consolidated Party;

                           (x)      any interest of title of a lessor under,
                  and Liens arising from UCC financing statements (or
                  equivalent filings, registrations or agreements in foreign
                  jurisdictions) relating to, leases permitted by this Credit
                  Agreement;

                           (xi)     normal and customary rights of setoff upon
                  deposits of cash in favor of banks or other depository
                  institutions;

                           (xii)    Liens of a collection bank arising under
                  Section 4-210 of the Uniform Commercial Code on items in the
                  course of collection;

                           (xiii)   Liens of sellers of goods to the Borrower
                  and any of its Subsidiaries arising under Article 2 of the
                  Uniform Commercial Code or similar provisions of applicable
                  law in the ordinary course of business, covering only the
                  goods sold and securing only the unpaid purchase price for
                  such goods and related expenses;

                           (xiv)    Liens existing as of the Closing Date and
                  set forth on Schedule 1.1(b); provided that no such Lien
                  shall at any time be extended to or cover any Property other
                  than the Property subject thereto on the Closing Date;

                           (xv)     Liens on Property in an aggregate amount
                  not to exceed $8,000,000 securing obligations of the Borrower
                  under Equity Swap Agreements permitted under Section 8.1(f);
                  and

                           (xvi)    additional Liens not otherwise permitted by
                  the foregoing clauses hereof; provided that such additional
                  Liens permitted by this clause (xvi) do not secure
                  Indebtedness of more than $5,000,000.



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<PAGE>   6

                  "Pledge Agreement" means (i) prior to the Amendment No. 2
         Effective Date, the pledge agreement dated as of the Closing Date in
         the form of Exhibit 1.1(a), as amended, modified, restated or
         supplemented from time to time, (ii) on and after the Amendment No. 2
         Effective Date but prior to the first date on which the Borrower has
         issued any Senior Notes, a pledge agreement in form and substance
         reasonably satisfactory to the Agent, amending and restating the
         pledge agreement referred to in clause (i) above for the purpose of
         providing that the collateral thereunder shall be held by Bank of
         America as a collateral agent for the ratable benefit of the Lenders
         and the lenders under the 364-Day Credit Agreement, as amended,
         modified, restated or supplemented from time to time and (iii)
         thereafter, a pledge agreement in form and substance reasonably
         satisfactory to the Agent, amending and restating the pledge agreement
         referred to in clause (i) above for the purpose of providing that the
         collateral thereunder shall be held by Bank of America as a collateral
         agent for the ratable benefit of the Lenders and the Senior
         Noteholders, as amended, modified, restated or supplemented from time
         to time.

                  "Revolving Committed Amount" means TWO HUNDRED FORTY MILLION
         DOLLARS ($240,000,000), as such amount may be reduced from time to
         time as provided in Section 3.4.

                  "Senior Note Purchase Agreements" means a collective
         reference to note purchase agreements, dated as of a date on or before
         September 30, 2000 and in form and substance reasonably satisfactory
         to the Agent, among the Borrower and each of the Senior Noteholders.

                  "Senior Noteholders" means a collective reference to the
         holders from time to time of the Senior Notes and "Senior Noteholder"
         means any one of them.

                  "Senior Notes" means a collective reference to senior notes
         in an aggregate principal amount of up to $150,000,000, and in form
         and substance reasonably satisfactory to the Agent, to be issued by
         the Borrower on or before September 30, 2000 pursuant to the Senior
         Note Purchase Agreements, as such Senior Notes may be amended,
         modified, restated or supplemented and in effect from time to time in
         accordance with the terms thereof. The Senior Notes shall rank pari
         passu with the Credit Party Obligations in priority of payment and
         shall be secured by a lien on the Pledged Collateral ranking pari
         passu with the lien of the Agent and Lenders thereon.

                  "364-Day Credit Agreement" means that 364-Day Credit
         Agreement dated as of August 21, 2000, as amended, modified, restated,
         refinanced or supplemented from time to time, among the Borrower, each
         of the Borrower's Subsidiaries, the lenders identified therein and
         Bank of America, as agent.



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                  (b)      The definitions of "Additional Revolving Commitment"
         and "New Commitment Agreement" are hereby deleted.

                  (c)      The following new definitions are added to
         Section 1.1 of the Existing Credit Agreement in the appropriate
         alphabetical order:

                           "Amendment No. 2" means that certain Second
                  Amendment to Three-Year Credit Agreement dated as of August
                  21, 2000 by and among the Borrower, the Guarantors, the
                  Required Lenders signatory hereto and the Agent.

                           "Amendment No. 2 Effective Date" shall have the
                  meaning assigned to such term in Amendment No. 2.

                           "Collateral Agent" means (i) on and after the
                  Amendment No. 2 Effective Date but prior to the first date on
                  which the Borrower has issued any Senior Notes, Bank of
                  America, N.A., in its capacity as collateral agent for the
                  benefit of the Lenders and the lenders under the 364-Day
                  Credit Agreement, together with its successors and assigns
                  and (ii) thereafter, Bank of America, N.A., in its capacity
                  as collateral agent for the benefit of the Lenders and the
                  Senior Noteholders, together with its successors and assigns.

         SUBPART 2.2       Amendments to Section 3.4. Section 3.4 is hereby
amended in its entirety to read as follows:

                  3.4      TERMINATION AND REDUCTION OF REVOLVING COMMITTED
         AMOUNT.

                           (a)      The Borrower may from time to time
                  permanently reduce or terminate the Revolving Committed
                  Amount in whole or in part (in minimum aggregate amounts of
                  $5,000,000 or in integral multiples of $1,000,000 in excess
                  thereof (or, if less, the full remaining amount of the then
                  applicable Revolving Committed Amount)) upon three Business
                  Days' prior written notice to the Agent; provided, however,
                  no such termination or reduction shall be made which would
                  cause the aggregate principal amount of outstanding Revolving
                  Loans and LOC Obligations to exceed the Revolving Committed
                  Amount, unless, concurrently with such termination or
                  reduction, the Revolving Loans are repaid to the extent
                  necessary to eliminate such excess. The Agent shall promptly
                  notify each affected Lender of receipt by the Agent of any
                  notice from the Borrower pursuant to this Section 3.4(a).

                           (b)      Maturity Date. The Commitments of the
                  Lenders and the LOC Commitment of the Issuing Lender shall
                  automatically terminate on the Maturity Date.

                           (c)      General. The Borrower shall pay to the
                  Agent for the account of the Lenders in accordance with the
                  terms of Section 3.5(b), on the date of each reduction of the
                  Revolving Committed Amount, the Unused Fee accrued through



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                  the date of such termination or reduction on the amount of
                  the Revolving Committed Amount so terminated or reduced.

         SUBPART 2.3       Amendments to Section 3.17. Section 3.17 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  3.17     REPLACEMENT OF AFFECTED LENDERS.

                  If any Lender having a Commitment becomes a Defaulting Lender
         or if any Lender is owed increased costs under Section 3.8, Section
         3.9, or Section 3.6, or the Borrower is required to make any payments
         under Section 3.11 to any Lender in excess of those to the other
         Lenders, the Borrower shall have the right, if no Event of Default
         then exists, to replace such Lender (the "Replaced Lender") with one
         or more other Eligible Assignee or Eligible Assignees, none of whom
         shall constitute a Defaulting Lender at the time of such replacement
         (collectively, the "Replacement Lender") reasonably acceptable to the
         Agent, provided that (i) at the time of any replacement pursuant to
         this Section 3.17, the Replaced Lender and Replacement Lender shall
         enter into one or more assignment agreements, in form and substance
         reasonably satisfactory to such parties and the Agent, pursuant to
         which the Replacement Lender shall acquire all or a portion, as the
         case may be, of the Commitments and outstanding Loans of, and
         participation in Letters of Credit by, the Replaced Lender hereunder
         and (ii) all obligations of the Borrower owing to the Replaced Lender
         relating to the Loans so replaced (including, without limitation, such
         increased costs and excluding those specifically described in clause
         (i) above in respect of which the assignment purchase price has been,
         or is concurrently being paid) shall be paid in full to such Replaced
         Lender concurrently with such replacement. Upon the execution of the
         respective assignment documentation, the payment of amounts referred
         to in clauses (i) and (ii) above and, if so requested by the
         Replacement Lender, delivery to the Replacement Lender of the
         appropriate Revolving Note or Revolving Notes executed by the
         Borrower, the Replacement Lender shall become a Lender hereunder and
         the Replaced Lender shall cease to constitute a Lender hereunder with
         respect to such replaced Revolving Loans, except with respect to
         indemnification provisions under this Agreement, which shall survive
         as to such Replaced Lender. Notwithstanding anything to the contrary
         contained above, (1) the Lender that acts as the Issuing Lender may
         not be replaced hereunder at any time that it has Letters of Credit
         outstanding hereunder unless arrangements satisfactory to the Issuing
         Lender (including the furnishing of a back-up standby letter of credit
         in form and substance, and issued by an issuer satisfactory to such
         Issuing Lender or the depositing of cash collateral into a cash
         collateral account maintained with the Agent in amounts and pursuant
         to arrangements satisfactory to such Issuing Lender) have been made
         with respect to such outstanding Letters of Credit and (2) the Lender
         that acts as the Agent may not be replaced hereunder except in
         accordance with the terms of Section 10.7. The Replaced Lender shall
         be required to deliver for cancellation its applicable Revolving Notes
         to be canceled on the date of replacement, or if any such Revolving
         Note is lost or unavailable, such other assurances or indemnification
         therefor as the Borrower may reasonably request.



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         SUBPART 2.4       Amendments to Section 8.1. Section 8.1 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.1      INDEBTEDNESS.

                  The Credit Parties will not permit any Consolidated Party to
         contract, create, incur, assume or permit to exist any Indebtedness,
         except:

                           (a)      Indebtedness arising under this Credit
                  Agreement and the other Credit Documents;

                           (b)      Indebtedness of the Borrower and its
                  Subsidiaries set forth in Schedule 8.1;

                           (c)      purchase money Indebtedness (including
                  Capital Leases) or Synthetic Leases hereafter incurred by the
                  Borrower or any of its Subsidiaries to finance the purchase
                  of fixed assets provided that (i) the total of all such
                  Indebtedness for all such Persons taken together shall not
                  exceed an aggregate principal amount of $5,000,000 at any one
                  time outstanding (including any such Indebtedness referred to
                  in subsection (b) above); (ii) such Indebtedness when
                  incurred shall not exceed the purchase price of the asset(s)
                  financed; and (iii) no such Indebtedness shall be refinanced
                  for a principal amount in excess of the principal balance
                  outstanding thereon at the time of such refinancing;

                           (d)      obligations of the Borrower or any of its
                  Subsidiaries in respect of Hedging Agreements entered into in
                  order to manage existing or anticipated interest rate or
                  exchange rate risks and not for speculative purposes;

                           (e)      obligations of the Borrower in respect of
                  the Stock Buy-Back Plan;

                           (f)      obligations of the Borrower under Equity
                  Swap Agreements provided that (i) the term of any such Equity
                  Swap Agreements shall not exceed 6 months and (ii) the
                  notional amount of all such obligations shall not exceed
                  $45,000,000 in the aggregate at any time outstanding;

                           (g)      unsecured Indebtedness payable to the
                  seller of the Capital Stock or Property acquired in a
                  Permitted Acquisition representing all or a portion of the
                  purchase price of the Capital Stock or Property so acquired;

                           (h)      Indebtedness owing by one Credit Party to
                  another Credit Party;

                           (i)      other Indebtedness hereafter incurred by
                  the Borrower not exceeding $10,000,000 in aggregate principal
                  amount at any time outstanding;

                           (j)      prior to the first date on which the
                  Borrower has issued any Senior Notes, Indebtedness of the
                  Borrower arising under the 364-Day Credit Agreement




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<PAGE>   10

                  in an aggregate principal amount of up to $60,000,000;
                  provided that the 364-Day Credit Agreement does not contain
                  terms and conditions which, when taken as a whole, are more
                  restrictive that the terms and conditions of the Credit
                  Agreement;

                           (k)      Indebtedness of the Borrower arising under
                  the Senior Note Purchase Agreements and the Senior Notes in
                  an aggregate principal amount of up to $150,000,000; provided
                  that (i) the final maturity date of such Senior Notes occurs
                  after the Maturity Date and (ii) such Senior Note Purchase
                  Agreements and Senior Notes do not contain terms and
                  conditions which, when taken as a whole, are more restrictive
                  that the terms and conditions of the Credit Agreement; and

                           (l)      Guaranty Obligations of any Guarantor with
                  respect to the Indebtedness of the Borrower permitted under
                  Section 8.1(j) or Section 8.1(k).

         SUBPART 2.5       Amendments to Section 8.8. Section 8.8 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


                  8.8      PREPAYMENTS OF INDEBTEDNESS, ETC.

                  The Credit Parties will not permit any Consolidated Party to
         (i) after the issuance thereof, amend or modify (or permit the
         amendment or modification of) any of the terms of any Indebtedness if
         such amendment or modification would add or change any terms in a
         manner adverse to the issuer of such Indebtedness, or shorten the
         final maturity or average life to maturity or require any payment to
         be made sooner than originally scheduled or increase the interest rate
         applicable thereto or change any subordination provision thereof or
         (ii) if any Default or Event of Default has occurred and is continuing
         or would be directly or indirectly caused as a result thereof, make
         (or give any notice with respect thereto) any voluntary or optional
         payment or prepayment or redemption or acquisition for value of
         (including without limitation, by way of depositing money or
         securities with the trustee with respect thereto before due for the
         purpose of paying when due), refund, refinance or exchange of any
         other Indebtedness of such Consolidated Party.

         SUBPART 2.6       Amendments to Section 8.11. Section 8.11 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.11     LIMITATION ON RESTRICTED ACTIONS.

                  The Credit Parties will not permit any Consolidated Party to,
         directly or indirectly, create or otherwise cause or suffer to exist
         or become effective any encumbrance or restriction on the ability of
         any such Person to (a) pay dividends or make any other distributions
         to any Credit Party on its Capital Stock or with respect to any other
         interest or participation in, or measured by, its profits, (b) pay any
         Indebtedness or other obligation owed to any Credit Party, (c) make
         loans or advances to any Credit Party, (d) sell, lease or transfer any
         of its properties or assets to any Credit Party, (e) grant a lien on
         its properties or assets whether now owned or hereafter acquired or
         (f) act as a Guarantor and pledge its assets pursuant to the Credit
         Documents or any renewals,




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<PAGE>   11

         refinancings, exchanges, refundings or extension thereof, except (in
         respect of any of the matters referred to in clauses (a)-(d) above)
         for such encumbrances or restrictions existing under or by reason of
         (i) this Credit Agreement and the other Credit Documents, (ii) the
         Senior Note Purchase Agreements and the Senior Notes, (iii) the
         364-Day Credit Agreement or (iv) applicable law.

         SUBPART 2.7       Amendments to Section 8.14. Section 8.14 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:


                  8.14     NO FURTHER NEGATIVE PLEDGES.

                  Except (a) pursuant to this Credit Agreement and the other
         Credit Documents, (b) pursuant to the Senior Note Purchase Agreements
         and the Senior Notes, (c) pursuant to the 364-Day Credit Agreement and
         (d) pursuant to any document or instrument governing Indebtedness
         incurred pursuant to Section 8.1(c), provided that any such
         restriction contained therein relates only to the asset or assets
         constructed or acquired in connection therewith, the Credit Parties
         will not permit any Consolidated Party to enter into, assume or become
         subject to any agreement prohibiting or otherwise restricting the
         creation or assumption of any Lien upon its properties or assets,
         whether now owned or hereafter acquired, or requiring the grant of any
         security for such obligation if security is given for some other
         obligation.

         SUBPART 2.8       Amendments to Section 9.1. Subsection (g) of
Section 9.1 of the Existing Credit Agreement is hereby amended in its entirety
to read as follows:

                  9.1      EVENTS OF DEFAULT.

                  An Event of Default shall exist upon the occurrence of any of
         the following specified events (each an "Event of Default"):

                                ****************

                           (g)      Defaults under Other Agreements.

                                    (i)      Any Consolidated Party shall
                           default in the performance or observance (beyond the
                           applicable grace period with respect thereto, if
                           any) of any material obligation or condition of any
                           contract or lease material to the Consolidated
                           Parties, taken as a whole.

                                    (ii)     With respect to any Indebtedness
                           (other than Indebtedness outstanding under this
                           Credit Agreement) in excess of $2,500,000 in the
                           aggregate for the Consolidated Parties taken as a
                           whole, (A) any Consolidated Party shall (1) default
                           in any payment (beyond the applicable grace period
                           with respect thereto, if any) with respect to any
                           such Indebtedness, or (2) default (after giving
                           effect to any applicable grace period) in the
                           observance or performance of any term, covenant or



                                      11
<PAGE>   12

                           agreement relating to such Indebtedness or contained
                           in any instrument or agreement evidencing, securing
                           or relating thereto, or any other event or condition
                           shall occur or condition exist, the effect of which
                           default or other event or condition is to cause, or
                           permit, the holder or holders of such Indebtedness
                           (or trustee or agent on behalf of such holders) to
                           cause (determined without regard to whether any
                           notice or lapse of time is required), any such
                           Indebtedness to become due prior to its stated
                           maturity; or (B) any such Indebtedness shall be
                           declared due and payable, or required to be prepaid
                           other than by a regularly scheduled required
                           prepayment, prior to the stated maturity thereof.

         SUBPART 2.9       Amendments to Section 11.3. Subsection (b) of
Section 11.3 of the Existing Credit Agreement is hereby amended in its entirety
to read as follows:

                  11.3     BENEFIT OF AGREEMENT.

                                ****************

                           (b)      Each Lender may assign to one or more
                  Eligible Assignees all or a portion of its rights and
                  obligations under this Credit Agreement (including, without
                  limitation, all or a portion of its Revolving Loans, its
                  Revolving Notes, and its Commitment); provided, however, that

                                    (i)      each such assignment shall be to an
                           Eligible Assignee;

                                    (ii)     except in the case of an
                           assignment to another Lender or an assignment of all
                           of a Lender's rights and obligations under this
                           Credit Agreement, any such partial assignment shall
                           be in an amount at least equal to $5,000,000 (or, if
                           less, the remaining amount of the Commitment being
                           assigned by such Lender) or an integral multiple of
                           $1,000,000 in excess thereof;

                                    (iii)    each such assignment by a Lender
                           shall be of a constant, and not varying, percentage
                           of all of its rights and obligations under this
                           Credit Agreement; and

                                    (iv)     the parties to such assignment
                           shall execute and deliver to the Agent for its
                           acceptance an Assignment and Acceptance in the form
                           of Exhibit 11.3(b) hereto, together with any
                           Revolving Note subject to such assignment and a
                           processing fee of $3,500.

                  Upon execution, delivery, and acceptance of such Assignment
                  and Acceptance, the assignee thereunder shall be a party
                  hereto and, to the extent of such assignment, have the
                  obligations, rights, and benefits of a Lender hereunder and
                  the assigning Lender shall, to the extent of such assignment,
                  relinquish its rights and be released from its obligations
                  under this Credit Agreement. Upon the




                                      12
<PAGE>   13

                  consummation of any assignment pursuant to this Section
                  11.3(b), the assignor, the Agent and the Borrower shall make
                  appropriate arrangements so that, if required, new Revolving
                  Notes are issued to the assignor and the assignee. If the
                  assignee is not incorporated under the laws of the United
                  States of America or a state thereof, it shall deliver to the
                  Borrower and the Agent certification as to exemption from
                  deduction or withholding of Taxes in accordance with Section
                  3.11.

         SUBPART 2.10      Deletion of Exhibit 3.4(b). Exhibit 3.4(b) to the
Existing Credit Agreement is hereby deleted.


                                    PART III
                          CONSENT, AUTHORIZATION, ETC.

         SUBPART 3.1       Execution of Intercreditor Agreement and Restated
Pledge Agreement; Indemnification of Collateral Agent.

                  (a)      The Required Lenders hereby authorize and direct the
         Agent, on behalf of the Lenders to execute and deliver (i) each of the
         intercreditor agreements referred to in clauses (i) and (ii) of the
         definition of "Intercreditor Agreement" set forth in Section 1.1 of
         the Amended Credit Agreement and (ii) each of the pledge agreements
         referred to in clauses (ii) and (iii) of the definition of "Pledge
         Agreement" set forth in Section 1.1 of the Amended Credit Agreement.

                  (b)      The Credit Parties agree:

                           (i)      to pay to the Collateral Agent all of its
                  out-of-pocket expenses (including but not limited to the
                  reasonable charges and disbursements of counsel) in
                  connection with the preparation, execution and delivery of
                  each of the intercreditor agreements referred to in clauses
                  (i) and (ii) of the definition of "Intercreditor Agreement"
                  set forth in Section 1.1 of the Amended Credit Agreement and
                  each of the pledge agreements referred to in clauses (ii) and
                  (iii) of the definition of "Pledge Agreement" set forth in
                  Section 1.1 of the Amended Credit Agreement;

                           (ii)     to pay to the Collateral Agent from time to
                  time reasonable compensation for all services rendered by it
                  under each of the intercreditor agreements referred to in
                  clauses (i) and (ii) of the definition of "Intercreditor
                  Agreement" set forth in Section 1.1 of the Amended Credit
                  Agreement and each of the pledge agreements referred to in
                  clauses (ii) and (iii) of the definition of "Pledge
                  Agreement" set forth in Section 1.1 of the Amended Credit
                  Agreement;

                           (iii)    to reimburse the Collateral Agent upon its
                  request for all reasonable expenses, disbursements and
                  advances (including the reasonable compensation and the
                  expenses and disbursements of its agents and counsel)



                                      13
<PAGE>   14

                  incurred or made by the Collateral Agent in accordance with
                  any provision of either of the intercreditor agreements
                  referred to in clauses (i) and (ii) of the definition of
                  "Intercreditor Agreement" set forth in Section 1.1 of the
                  Amended Credit Agreement or either of the pledge agreements
                  referred to in clauses (ii) and (iii) of the definition of
                  "Pledge Agreement" set forth in Section 1.1 of the Amended
                  Credit Agreement; and

                           (iv)     to indemnify the Collateral Agent for, and
                  to hold it harmless against, any loss, liability or expense
                  incurred without gross negligence or willful misconduct on
                  the part of the Collateral Agent, arising out of or in
                  connection with either of the intercreditor agreements
                  referred to in clauses (i) and (ii) of the definition of
                  "Intercreditor Agreement" set forth in Section 1.1 of the
                  Amended Credit Agreement or either of the pledge agreements
                  referred to in clauses (ii) and (iii) of the definition of
                  "Pledge Agreement" set forth in Section 1.1 of the Amended
                  Credit Agreement, or any action taken or omitted by it
                  thereunder or in connection therewith, including, but not
                  limited to, the costs and expenses of defending itself
                  against any claim or liability in connection with the
                  exercise or performance of any of its powers or duties
                  hereunder, and any loss, liability, expense or claim arising
                  out of its possession, management, control, use or operation
                  of the collateral thereunder.

                  (c)      The Lenders shall be required to indemnify the
         Collateral Agent (to the extent not reimbursed by the Credit Parties),
         ratably with the lenders under the 364-Day Credit Agreement or the
         Senior Noteholders, as applicable, for any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses or disbursements of any kind and nature whatsoever
         that may be imposed on, incurred by or asserted against the Collateral
         Agent, without gross negligence or willful misconduct on the part of
         the Collateral Agent, arising out of the actions of the Collateral
         Agent under either of the intercreditor agreements referred to in
         clauses (i) and (ii) of the definition of "Intercreditor Agreement"
         set forth in Section 1.1 of the Amended Credit Agreement or either of
         the pledge agreements referred to in clauses (ii) and (iii) of the
         definition of "Pledge Agreement" set forth in Section 1.1 of the
         Amended Credit Agreement, or the transactions contemplated thereby or
         the enforcement of any of the terms thereof. The Lenders shall be
         subrogated to the rights of the Collateral Agent with respect to all
         amounts paid by it pursuant to this clause (b), and all such amounts
         shall constitute Credit Party Obligations.


                                    PART IV
                          CONDITIONS TO EFFECTIVENESS

         SUBPART 4.1       Amendment No. 2 Effective Date. This Amendment shall
be and become effective as of the date hereof (the "Amendment No. 2 Effective
Date") when all of the conditions set forth in this Part 4 shall have been
satisfied, and thereafter this Amendment shall be known, and may be referred
to, as "Amendment No. 2."



                                      14
<PAGE>   15

                  SUBPART 4.1.1     Execution of Counterparts of Amendment. The
         Agent shall have received counterparts of this Amendment which
         collectively shall have been duly executed on behalf of each of the
         Borrower, the Guarantors and the Required Lenders.

                  SUBPART 4.1.2     Termination of Existing 364-Day Facility.
         All outstanding Indebtedness under the 364-Day Credit Agreement
         referred to in the Existing Credit Agreement shall have been
         refinanced in full and the commitments of the lenders thereunder shall
         have been terminated.

                  SUBPART 4.1.3     New 364-Day Facility. The new 364-Day
         Credit Agreement referred to in the Amended Credit Agreement shall
         have been refinanced in full and the commitments of the lenders
         thereunder shall have become effective in accordance with the terms of
         Section 11.13(a) thereof.


                                     PART V
                                 MISCELLANEOUS

         SUBPART 5.1       Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that, after giving effect
to this Amendment, (a) no Default or Event of Default exists under the Credit
Agreement or any of the other Credit Documents and (b) the representations and
warranties set forth in Section 6 of the Existing Credit Agreement are, subject
to the limitations set forth therein, true and correct in all material respects
as of the date hereof (except for those which expressly relate to an earlier
date).

         SUBPART 5.2       Reaffirmation of Credit Party Obligations. Each
Credit Party hereby ratifies the Amended Credit Agreement and acknowledges and
reaffirms (a) that it is bound by all terms of the Amended Credit Agreement
applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations.

         SUBPART 5.3       Cross-References. References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.

         SUBPART 5.4       Instrument Pursuant to Existing Credit Agreement.
This Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and provisions
of the Existing Credit Agreement.

         SUBPART 5.5       References in Other Credit Documents. At such time
as this Amendment No. 2 shall become effective pursuant to the terms of Subpart
4.1, all references in the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by this Amendment.

         SUBPART 5.6       Counterparts/Telecopy. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of executed




                                      15
<PAGE>   16

counterparts of the Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original shall be delivered.

         SUBPART 5.7       Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

         SUBPART 5.8       Successors and Assigns. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

         SUBPART 5.9       General. Except as amended hereby, the Existing
Credit Agreement and all other Credit Documents shall continue in full force
and effect.



                                      16
<PAGE>   17

         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


BORROWER:                           LINCARE HOLDINGS INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


GUARANTORS:                         LINCARE INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    LINCARE PROCUREMENT INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    LINCARE ASSET MANAGEMENT LP,
                                    a Nevada limited partnership

                                    BY: LINCARE HOLDINGS INC., A DELAWARE
                                        CORPORATION, ITS GENERAL PARTNER

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    LINCARE OF NEW YORK INC.,
                                    a New York corporation


                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------



<PAGE>   18

                                    LINCARE PHARMACY SERVICES INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    LINCARE LICENSING INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    CONVACARE SERVICES INC.,
                                    an Indiana corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    LINCARE TRAVEL INC.,
                                    a Delaware corporation

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------



<PAGE>   19

LENDERS:                            BANK OF AMERICA, N. A.,
                                    individually in its capacity as a
                                    Lender and in its capacity as Agent

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANKATLANTIC

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


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


                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    COMERICA BANK

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    BANKERS TRUST COMPANY

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    FLEET NATIONAL BANK

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------



<PAGE>   20

                                    THE FUJI BANK, LIMITED

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    THE INDUSTRIAL BANK OF JAPAN LIMITED

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    MICHIGAN NATIONAL BANK

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    SCOTIABANC INC.

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    CREDIT LYONNAIS NEW YORK BRANCH

                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:
                                          -------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                          -------------------------------------