Exhibit 10.1

                      SECOND AMENDMENT TO CREDIT AGREEMENT

      THIS SECOND AMENDMENT (this  "AMENDMENT") dated as of January 29, 2007 and
effective in accordance with SECTION 3 below, is entered into by and among NUCO2
INC., as Borrower (the  "BORROWER"),  the lenders from time to time party to the
Credit Agreement referred to below (the "LENDERS") and BANK OF AMERICA, N.A., as
Administrative  Agent,  Swing Line  Lender and L/C Issuer  (the  "ADMINISTRATIVE
AGENT").

                              STATEMENT OF PURPOSE

      Pursuant to that  certain  Credit  Agreement  dated as of May 27, 2005 (as
amended,  restated,  supplemented or otherwise modified, the "CREDIT Agreement")
by and among the Borrower, the Lenders and the Administrative Agent, the Lenders
have  agreed  to make,  and have  made,  certain  extensions  of  credit  to the
Borrower.

      The Borrower has requested that the Lenders amend the Credit  Agreement as
provided  herein.  Subject to the terms and  conditions  set forth  herein,  the
Lenders are willing to consent to such amendment.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

      SECTION 1. DEFINITIONS.  All capitalized terms used and not defined herein
shall have the meanings assigned thereto in the Credit Agreement.

      SECTION 2. AMENDMENTS.  (a) SECTION 1.01 of the Credit Agreement ("Defined
Terms") is hereby  amended by deleting the definition  for  "Consolidated  Fixed
Charge  Coverage  Ratio" and  substituting  in lieu  thereof the  following  new
definition, to read in its entirety as follows:

            "CONSOLIDATED  FIXED CHARGE COVERAGE RATIO" means, as of any date of
      determination,  the ratio of (a) Consolidated  EBITDAR minus taxes paid or
      payable in cash,  minus  dividends and other  distributions  paid in cash,
      minus amounts paid to  repurchase,  redeem or otherwise  acquire shares of
      the  Borrower's  Capital Stock for the period of the four fiscal  quarters
      most recently ended to (b) Consolidated Fixed Charges for such period.

      (b) SECTION 7.06 of the Credit  Agreement is hereby  amended by adding the
following subsection (f) thereto:


            (f) the Borrower may repurchase,  redeem or otherwise acquire shares
      of its Capital Stock from its stockholders;  provided, that (i) no Default
      or Event of Default shall exist or result therefrom, and (ii) after giving
      pro forma effect to any such payments,  the Borrower shall be in pro forma
      compliance with SECTION 7.11.




      SECTION 3.  EFFECTIVENESS.  This Amendment  shall become  effective on the
date that the  Administrative  Agent shall have received  satisfactory  evidence
that this Amendment has been duly executed and delivered by the Borrower and the
Lenders.

      SECTION 4. LIMITED EFFECT. Except as expressly provided in this Amendment,
the Credit  Agreement  and each other Loan  Document  shall  continue to be, and
shall remain, in full force and effect and this Amendment shall not be deemed or
otherwise  construed (a) to be a waiver of, or consent to or a  modification  or
amendment  of, any other term or condition of the Credit  Agreement or any other
Loan  Document,   (b)  to  prejudice  any  other  right  or  remedies  that  the
Administrative Agent or the Lenders, or any of them, may now have or may have in
the  future  under  or in  connection  with  the  Credit  Agreement  or the Loan
Documents, as such documents may be amended, restated or otherwise modified from
time to time, or (c) to be a commitment or any other  undertaking  or expression
of any willingness to engage in any further  discussion with the Borrower or any
other  person,  firm or  corporation  with  respect  to any  waiver,  amendment,
modification  or any other change to the Credit  Agreement or the Loan Documents
or any rights or remedies arising in favor of the Lenders or the  Administrative
Agent, or any of them,  under or with respect to any such documents.  References
in the Credit  Agreement  (including  references  to such  Credit  Agreement  as
amended  hereby)  to  "this   Agreement"   (and  indirect   references  such  as
"hereunder",  "hereby",  "herein" and  "hereof") and in any Loan Document to the
Credit  Agreement  shall be deemed to be references  to the Credit  Agreement as
amended hereby.

      SECTION 5.  REPRESENTATIONS  AND WARRANTIES/NO  DEFAULT.  By its execution
hereof, and after giving effect to this Amendment, the Borrower hereby certifies
that:

      (a) each of the  representations  and  warranties  set forth in the Credit
Agreement  and the other Loan  Documents  is true and  correct  in all  material
respects  as of the date  hereof  as if  fully  set  forth  herein  (other  than
representations and warranties which speak as of a specific date pursuant to the
Credit Agreement,  which representations and warranties shall have been true and
correct in all material  respects as of such specific  dates) and that as of the
date hereof no Default or Event of Default has occurred and is continuing, and

      (b) the  execution,  delivery and  performance of this Amendment have been
authorized by all requisite corporate action on the part of the Borrower.

      SECTION 6. ACKNOWLEDGEMENTS.  By its execution hereof, the Borrower hereby
expressly (a) consents to the  modifications  and  amendments  set forth in this
Amendment,  (b)  reaffirms  all of its  respective  covenants,  representations,
warranties  and other  obligations  set forth in each of the Loan  Documents  to
which  it is a party  and (c)  acknowledges,  represents  and  agrees  that  its
respective  covenants,  representations,  warranties and other  obligations  set
forth in each of the Loan  Documents to which it is a party remain in full force
and effect.

      SECTION 7. EXPENSES.  The Borrower shall pay all reasonable  out-of-pocket
expenses  of the  Administrative  Agent  in  connection  with  the  preparation,
execution and delivery of this Amendment,  including,  without  limitation,  the
reasonable and invoiced fees and disbursements of counsel for the Administrative
Agent.




      SECTION  8.  GOVERNING  LAW.  This  Amendment  shall  be  governed  by and
construed in accordance with the laws of the State of New York.

      SECTION 9.  COUNTERPARTS.  This  Amendment  may be  executed  in  separate
counterparts,  each of which when  executed and delivered is an original but all
of which taken together constitute one and the same instrument.

      SECTION 10. FAX TRANSMISSION. A facsimile,  telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy  of this  Amendment  may be  delivered  by one or more  parties  hereto  by
facsimile or similar  instantaneous  electronic  transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid,  binding and effective for all
purposes.  At the  request of any party  hereto,  all  parties  hereto  agree to
execute an  original of this  Amendment  as well as any  facsimile,  telecopy or
other reproduction hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                                    BORROWER:

                                    NUCO2 INC.

                                    By: /s/ Robert R. Galvin
                                        ----------------------------------------
                                    Name: Robert R. Galvin
                                    Title: CFO


                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A., as Administrative
                                    Agent

                                    By:  /s/ Michael Brashler
                                        ----------------------------------------
                                    Name:  Michael Brashler
                                    Title:  Vice President


                                    LENDER:

                                    BANK OF AMERICA, N.A., as a Lender, L/C
                                    Issuer and Swing Line Lender

                                    By:  /s/ Adam Kaplan
                                        ----------------------------------------
                                    Name:  Adam Kaplan
                                    Title:  Senior Vice President