FIRST AMENDMENT, dated as of March 7, 2001 (this "Amendment"), to the

Credit Agreement, dated as of April 30, 1999 (the "Credit Agreement"), among

General Chemical Industrial Products Inc. (the "Company") and General Chemical

Canada Ltd. (the "Canadian Borrower," and, together with the Company, the

"Borrowers"), the several banks and other financial institutions or entities

from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, as

Syndication Agent, Bank One, NA (Main Office Chicago), as Documentation Agent,

The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The

Chase Manhattan Bank, as administrative agent (in such capacity, the

"Administrative Agent").



                              W I T N E S S E T H :



         WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to

make, and have made, certain extensions of credit to the Borrowers;



         WHEREAS, the Company has requested that the Lenders amend, and the

Lenders have agreed to amend, certain of the provisions of the Credit Agreement

upon the terms and subject to the conditions set forth below;



         WHEREAS, certain of the amendments to the Credit Agreement set forth

herein are intended to be permanent (the "Permanent Amendments"), and certain of

the amendments to the Credit Agreement set forth herein are intended to be in

effect (the "Temporary Amendments") only during the Temporary Amendment Period

(as hereinafter defined);



         NOW, THEREFORE, the parties hereto hereby agree that the Credit

Agreement will be amended as follows:



         1. Defined Terms. Capitalized terms used herein and not otherwise

defined are used herein as defined in the Credit Agreement.



         2. Permanent Amendments. The following amendments, waivers and

limitations shall be permanent amendments to the Credit Agreement.



         2A. Amendment to Subsection 1.1. (a) Subsection 1.1 of the Credit

Agreement is hereby amended by adding the following defined terms in proper

alphabetical order:



         "Canadian Schedule III Lender": each Canadian Revolving Credit Lender

     that is a bank listed on Schedule III to the Bank Act (Canada), as amended,

     that is not subject to the restrictions and requirements referred to in

     subsection 524(2) of the Bank Act (Canada), as amended.



         "China Joint Venture": the joint venture or ventures formed by the

     Company, through the China Joint Venture Subsidiary, with one or more

     Affiliates of the Tangshan Sanyo (Alkali) Group Ltd. for the development,

     construction and operation of a calcium chloride production facility in the

     Peoples Republic of China, and the marketing, sale and distribution of

     calcium chloride and/or soda ash.



         "China Joint Venture Subsidiary": the newly created Subsidiary that

     will hold the Company's interest in the China Joint Venture (including

     through Subsidiaries thereof that directly hold the China Joint Venture).

     The China Joint Venture Subsidiary will be



















{PAGE}









                                                                               2





     engaged solely in the business of owning and maintaining the China Joint

     Venture (including through Subsidiaries thereof) and shall be the sole

     owner of the Company's direct and indirect equity interests in the China

     Joint Venture. Except to the extent permitted by the next sentence, the

     Borrowers agree that neither they nor their Subsidiaries (other than the

     China Joint Venture Subsidiary and its subsidiaries) will incur any

     Guarantee Obligation or provide any credit support in respect of any

     obligation of the China Joint Venture Subsidiary, all of which obligations

     shall be non-recourse to the Borrowers and the Subsidiaries (other than the

     China Joint Venture Subsidiary and its subsidiaries), except to the extent

     permitted by subsection 7.10(i). The Borrower and its Subsidiaries may make

     Investments in respect of the China Joint Venture and the China Joint

     Venture Subsidiary only to the extent permitted by subsection 7.10(i).



         "First Amendment": the First Amendment dated as of March 7, 2001 to

     this Agreement.



         "First Amendment Effective Date": the date on which the First Amendment

     becomes effective in accordance with its terms.



         "2001 Equity Contribution": the receipt by Holdings on or after the

     First Amendment Effective Date and prior to June 30, 2001 of at least

     $10,000,000 in net cash proceeds from the issuance of its new common equity

     (by rights offering or otherwise) and the contribution of such proceeds

     directly (or indirectly through Intermediate Holding) to the common equity

     of the Company.



         (b) The definition of "Affiliate" set forth in subsection 1.1 of the

Credit Agreement is amended by adding the following at the end thereof:



         The China Joint Venture Subsidiary shall be deemed to be an Affiliate

         of the Company for purposes of the Loan Documents.



         (c) The definition of "Canadian Scheduled Lender" set forth in

subsection 1.1 of the Credit Agreement is amended by deleting the definition of

"Canadian Scheduled Lender" in its entirety and inserting in lieu thereof the

following:



         "Canadian Scheduled Lender": a Canadian Schedule I Lender, a Canadian

         Schedule II Lender or a Canadian Schedule III Lender.



         (d) The definition of "Consolidated Non-Cash Charges" set forth in

subsection 1.1 of the Credit Agreement is amended by adding the following at the

end thereof:



             provided, however, that only 51% (or such other percentage as is

             equal to the Company's equity interest in Soda Ash Partners) of

             the depreciation, amortization and other non-cash expenses of

             Soda Ash Partners shall be included in such calculation.

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