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                                                                   Exhibit 10.47

                       AMENDMENT NO. 6 TO CREDIT AGREEMENT

         AMENDMENT dated as of January 20, 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, December 10, 1999 and
January 10, 2000 (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 20, 2000 and (ii) to waive
the Borrower's obligation to comply with certain covenants solely for the period
January 20, 2000 through March 10, 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. 6
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 the
        earlier of (1) the time at which the Borrower receives a Deemed Foreign
        Assets Termination Notice and (2) March 10, 2000, the greater of the
        Deemed Foreign Assets Amount or the Facilities Foreign Amount and (B) as
        of any subsequent Borrowing Base Date, the Facilities Foreign Amount.

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

                  "AMENDMENT NO. 6 EFFECTIVE DATE" means the date of
        effectiveness of Amendment No. 6 to this Agreement.

                  "DEEMED FOREIGN ASSETS TERMINATION NOTICE" means a written
        notice, signed by the Required Lenders in their sole discretion,
        advising the Borrower that the Deemed Foreign Assets Amount may not,
        subsequent to the time of such notice, be included in the Borrowing
        Base.

                  SECTION 3. SECTION 2.11. Section 2.11 of the Credit Agreement
        is amended by relettering clause (f) thereof as clause (g) and by
        adding a new clause (f) immediately after clause (e) thereof, to read
        in its entirety as follows:

                  (f) The Borrower agrees to pay to the Administrative Agent
        (for the account of the Lenders pro rata in proportion to the sum of
        each Lender's Revolving Commitment and outstanding Term Loans as of the
        Amendment No. 6 Effective Date) an amendment fee in connection with
        Amendment No. 6 to this Agreement, in an amount equal to $150,000.00.
        This fee shall be fully earned as of the Amendment No. 6 Effective
        Date, and shall be paid by the Borrower on or before the later of March
        10, 2000 or such later date as shall be agreed to by the Required
        Lenders.

                 SECTION 4. 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. 6 Effective Date and on or prior to March 10, 2000 or any
        Letter of Credit to be issued, amended, renewed or extended on or after
        the Amendment No. 6 Effective Date and on or prior to March 10, 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




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        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
        14, 2000.

            SECTION 5. SECTIONS 6.12, 6.13 AND 6.14. The Lenders hereby waive,
        solely for the period from and including the Amendment No. 6 Effective
        Date and to and including the earlier of (1) the time at which the
        Borrower receives a Deemed Foreign Assets Termination Notice and (2)
        March 10, 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 6. 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 any other term or condition of the
        Credit Agreement or any other Loan Document.

            SECTION 7. REPRESENTATIONS AND WARRANTIES. The Borrower represents
        and warrants that, on and as of the Amendment No. 6 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 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 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.


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            SECTION 10. EFFECTIVENESS. This Amendment shall become effective on
        the date (the "AMENDMENT NO. 6 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 6 of this Amendment are true and correct on and as of the
        Amendment No. 6 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. 6
        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. 6 Effective Date does not
        constitute 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 Sixth
         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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