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                                                                  Exhibit 10.46


                                                                  EXECUTION COPY

                       AMENDMENT NO. 5 TO CREDIT AGREEMENT

         AMENDMENT dated as of January 10, 2000 (the "AMENDMENT") to the Amended
and Restated Credit Agreement dated as of February 28, 1999 and amended as of
May 31, 1999, September 14, 1999, November 15, 1999 and December 10, 1999 (as
amended, the "CREDIT AGREEMENT") among LAROCHE INDUSTRIES INC. (the "BORROWER"),
the LENDERS party thereto (the "LENDERS") and THE CHASE MANHATTAN BANK, as
Administrative Agent (the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H :

         WHEREAS, the Borrower has requested that the Lenders agree (i) to amend
certain of the provisions of the Credit Agreement requiring certain reductions
in the Borrowing Base scheduled to occur on January 10, 2000 and (ii) to waive
the Borrower's obligation to comply with certain covenants solely for the period
January 10, 2000 through January 20, 2000; and

         WHEREAS, subject to the terms and conditions set forth herein, the
Lenders have agreed to make certain amendments and waivers as provided for
herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after Amendment No. 5
Effective Date (defined below), refer to the Credit Agreement as amended hereby.

         SECTION 2.  SECTION 1.01.  Section 1.01 of the Credit Agreement is
amended:

          (a) by amending the definition of "BORROWING BASE" to read in its
entirety as follows:

               "BORROWING BASE" means, at any date, the amount of the Borrowing
         Base as of the date of the Borrowing Base Certificate then most
         recently delivered by the Borrower pursuant to Section 5.01(l) (the
         "BORROWING BASE


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         DATE"), determined by calculating the sum of (i) 85% of the aggregate
         amount of Eligible Receivables at the Borrowing Base Date PLUS (ii)
         50% of the aggregate amount of Eligible Inventory at the Borrowing
         Base Date PLUS (iii) the Facilities Domestic Amount at the Borrowing
         Base Date PLUS (iv) (A) as of any Borrowing Base Date occurring on or
         prior to January 20, 2000, the greater of the Deemed Foreign Assets
         Amount or the Facilities Foreign Amount and (B) as of any Borrowing
         Base Date occurring subsequent to January 20, 2000, the Facilities
         Foreign Amount.

               and (b) by inserting therein in appropriate alphabetical order
         the following defined term:

                  "AMENDMENT NO. 5 EFFECTIVE DATE" means the date of
         effectiveness of Amendment No. 5 to this Agreement.

                  SECTION 3. SECTION 4.03. Solely with respect to any Loan to be
         made on the occasion of any Borrowing occurring on or after the
         Amendment No. 5 Effective Date and on or prior to January 20, 2000 or
         any Letter of Credit to be issued, amended, renewed or extended on or
         after the Amendment No. 5 Effective Date and on or prior to January 20,
         2000, the Lenders waive any failure by the Borrower to satisfy the
         condition precedent set forth in Section 4.03(b) of the Credit
         Agreement solely with respect to the truth and correctness of the
         representation and warranty contained in Section 3.04(c) of the Credit
         Agreement, but solely to the extent that such representation and
         warranty is not true and correct because of facts, conditions or events
         that have been disclosed in writing by the Borrower to the
         Administrative Agent and the Lenders prior to January 5, 2000.

                  SECTION 4. SECTIONS 6.12, 6.13 AND 6.14. The Lenders hereby
         waive, solely for the period from and including the Amendment No. 5
         Effective Date and to and including January 20, 2000 (the "Waiver
         Period") (i) the requirement that the Borrower comply with Sections
         6.12, 6.13 and 6.14 of the Credit Agreement and (ii) any Default
         arising under clause (d) of Article 7 of the Credit Agreement as a
         result of the Borrower's failure to comply with Sections 6.12, 6.13 and
         6.14 during the Waiver Period.

                  SECTION 5. NO OTHER WAIVERS. Other than as specifically
         provided herein, nothing contained herein and no action by, or
         inaction on the part of, any Lender or the Administrative Agent shall,
         or shall be deemed to, operate as a waiver of any right, remedy, power
         or privilege of the Administrative Agent or of any Lender under the
         Credit Agreement or any other Loan Document or of


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         any other term or condition of the Credit Agreement or any other Loan
         Document.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES. The Borrower
         represents and warrants that, on and as of the Amendment No. 5
         Effective Date and after giving effect to this Amendment, (i) the
         representations and warranties of the Obligors set forth in the Loan
         Documents, including but not limited to the representation and warranty
         contained in Section 3.12 of the Credit Agreement but excluding the
         representation and warranty contained in section 3.04(c) of the Credit
         Agreement, are true and correct and (ii) no Default has occurred and is
         continuing.

                  SECTION 7.  GOVERNING LAW.  This Amendment shall be governed
         by and construed in accordance with the laws of the State of New York.

                  SECTION 8. COUNTERPARTS. This Amendment may be signed in any
         number of counterparts, each of which shall be an original, with the
         same effect as if the signatures thereto and hereto were upon the same
         instrument.

                  SECTION 9.  EFFECTIVENESS.  This Amendment shall become
         effective on the date (the "AMENDMENT NO. 5 EFFECTIVE DATE") on which
         the Administrative Agent shall have received:

                  (i) from each of the Borrower and the Required Lenders a
         counterpart hereof signed by such party or facsimile or other written
         confirmation (in form satisfactory to the Administrative Agent) that
         such party has signed a counterpart hereof;

                  (ii) a certificate of the Chief Financial Officer certifying
         that the representations and warranties made by the Borrower pursuant
         to Section 7 of this Amendment are true and correct on and as of the
         Amendment No. 5 Effective Date; and

                  (iii) evidence satisfactory to it that the Borrower has paid
         in full all fees and expenses of the Administrative Agent payable
         pursuant to Section 9.03(a) of the Credit Agreement with respect to
         which the Borrower shall have received any invoice delivered to the
         Borrower at least one Business Day prior to the Amendment No. 5
         Effective Date, it being understood that the failure of the
         Administrative Agent to have provided invoices with respect to such
         fees and expenses prior to the Amendment No. 5 Effective Date does not
         constitute



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         a waiver of, or otherwise affect, the Administrative Agent's right to
         reimbursement for such fees and expenses.



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                  IN WITNESS WHEREOF, the parties hereto have caused this Fifth
         Amendment to be duly executed as of the date first above written.

                                            LAROCHE INDUSTRIES INC.

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

                                            THE CHASE MANHATTAN BANK

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

                                            HIBERNIA NATIONAL BANK

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

                                            WACHOVIA BANK, N.A.

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



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                                            THE BANK OF NOVA SCOTIA

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

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

                                            PNC BANK, NATIONAL ASSOCIATION

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

                                            AMSOUTH BANK

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

                                            BHF (USA) CAPITAL CORPORATION

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

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



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                                            COMERICA BANK

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

                                            NATIONAL BANK OF CANADA

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

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

                                            PARIBAS

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

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












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