Fifth Amendment, Waiver and Partial Release
                              Re: Credit Agreement

     This Fifth  Amendment,  Waiver and  Partial  Release Re:  Credit  Agreement
(herein  the  "Amendment")  is  entered  into as of May  26,  2000  among  AMCOL
International  Corporation  (formerly  known as  American  Colloid  Company),  a
Delaware  corporation  (the  "Company"),  Harris  Trust and Savings  Bank in its
capacity  as Agent  (the  "Agent")  and  each of the  Banks  (collectively,  the
"Banks") party to the Credit Agreement (as such term is defined below).


                             Preliminary Statements

     A. The Company,  the Agent and the Banks  entered  into a Credit  Agreement
dated  as  of  October 4,  1994  (as  amended,  the  "Credit  Agreement").   All
capitalized  terms used herein without  definition  shall have the same meanings
herein as such terms have in the Credit Agreement.

     B. The Company  has  informed  the Banks that the  Company  intends to sell
certain  assets and  subsidiaries  of the Company  (collectively,  the  "Chemdal
Assets and  Subsidiaries")  pursuant to that  certain  Asset and Stock  Purchase
Agreement  dated  as  of  November 22,   1999,  between  the  Company  and  BASF
Aktiengesellschaft  (the  sale of the  Chemdal  Assets  and  Subsidiaries  being
hereinafter  referred to as the "Chemdal  Transaction").  In order to permit the
Chemdal  Transaction,  the Company  has  requested  that the Banks make  certain
amendments to, waive certain  sections of and release certain  Guarantors  under
the  Credit  Agreement,  and the Banks are  willing to do so under the terms and
conditions set forth in this Amendment.

     Now,  therefore,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

Section 1. Waiver.

     The  Company has  requested  that the Banks  waive any  noncompliance  with
Section 7.10  of the Credit  Agreement  resulting from the  consummation  of the
Chemdal  Transaction  and any  distribution  of the proceeds  resulting from the
Chemdal Transaction to the shareholders of the Company.  Accordingly,  the Banks
hereby waive  Section 7.10 of the Credit Agreement to the extent and only to the
extent the same would prevent the sale of the Chemdal Assets and Subsidiaries as
part of the Chemdal  Transaction and any distribution of the proceeds  resulting
from the Chemdal  Transaction to the shareholders of the Company;  provided that
this waiver shall not become effective unless and until the conditions precedent
set forth in Section 4 have been satisfied.
<PAGE>
Section 2. Partial Release of Guaranties.

     In connection with the Chemdal Transaction,  the Company has requested that
the Banks release Chemdal Corporation, a wholly-owned Domestic Subsidiary of the
Company, from its obligations under Section 1.9 of the Credit Agreement and from
its  obligations as a Guarantor under the Joint and Several  Guaranty  Agreement
dated as of  October 4,  1994 by the  Guarantors  (as  defined in such Joint and
Several  Guaranty  Agreement).  Accordingly,  the Banks hereby  release  Chemdal
Corporation from such obligations;  provided that (i) this partial release shall
not become  effective  unless and until the  conditions  precedent  set forth in
Section 4 have been  satisfied,  and (ii) this partial  release shall not in any
manner affect the obligations of the other  Guarantors  hereunder.  Furthermore,
the Agent and each of the Banks hereby acknowledge and agree, for the benefit of
the  Company  and  BASF   Aktiengesellschaft,   that  the  Chemdal   Assets  and
Subsidiaries  (as defined  above) are not  subject  to, and are hereby  released
from,  any and all  claims  and  liabilities  of any  kind  arising  under or in
connection with the Credit Agreement,  the Joint and Several Guaranty  Agreement
or any agreements, documents or instruments executed and delivered in connection
therewith;  provided, that this acknowledgment,  agreement and release shall not
become  effective  unless  and  until  the  conditions  precedent  set  forth in
Section 4 have been satisfied.

Section 3. Amendments to Credit Agreement.

     Upon satisfaction of all of the conditions precedent specified in Section 4
of this Amendment, the Credit Agreement shall be amended as follows:

     Section 3.1.  Exhibit  B of the  Credit  Agreement  shall  be  amended  and
restated in its entirety to read as set forth on Exhibit B  attached  hereto and
made a part hereof.

     Section 3.2.  Section 7.6 of the Credit  Agreement  shall be amended in its
entirety and as so amended shall be restated to read as follows:

               Section 7.6. Consolidated Tangible Net Worth. The Company will at
          all times keep and  maintain  Consolidated  Tangible  Net Worth of not
          less than the sum of (a)  $70,000,000.00  plus (b) 25% of Consolidated
          Net  Income  for  each  fiscal  year  of  the  Company   ending  after
          December 31,  1999  (i.e.,  commencing  with the  fiscal  year  ending
          December 31,  2000)  for  which  such  Consolidated  Net  Income  is a
          positive  number  (i.e.,  there shall be no reduction to the amount of
          Consolidated  Tangible Net Worth  required to be maintained  hereunder
          for any such  period  in which  Consolidated  Net  Income is less than
          zero). For purposes of this Section, Consolidated Net Income shall not
          include the proceeds  resulting from the Chemdal  Transaction  and any
          earnings  reasonably  allocable to the Chemdal Assets and Subsidiaries
          for the entire period during which the Chemdal Transaction occurred.
<PAGE>
     Section 3.3.   Subsections (f)  and  (h)  of  Section 7.15  of  the  Credit
Agreement  shall be deleted and the following  subsections (f)  and (h) shall be
inserted in their stead:

               (f)  investments  in,  and  loans  and  advances  to,  Restricted
          Subsidiaries  (other  than  Domestic   Subsidiaries),   provided  such
          investments,  loans and  advances at any one time  outstanding  do not
          exceed  the sum of (i)  $50,000,000  plus (ii) the  amount (if any) by
          which (A) $70,000,000  exceeds (B) the aggregate amount outstanding on
          investments,   loans  and  advances  permitted  solely  by  virtue  of
          subsection (h) of this Section;

               (h) any other  investments,  loans  and  advances  not  otherwise
          permitted  by  this  Section  in an  aggregate  amount  not to  exceed
          $70,000,000.

     Section 3.4.  Section 7.17 of the Credit  Agreement shall be amended in its
entirety and as so amended shall be restated to read as follows:

               Section 7.17.  Senior  Funded  Debt Ratio.  The Company  will not
          permit the Senior  Funded  Debt Ratio to exceed (i) 3.00 to 1.00 as of
          the  end of  each  fiscal  quarter  of the  Company  through,  but not
          including,  December 31, 2000,  and (ii) 2.50 to 1.00 as of the end of
          any fiscal quarter thereafter.

     Section 3.5.  Section 1.7 of the Credit  Agreement  shall be amended in its
entirety and as so amended shall be restated to read as follows:

               Section 1.7.  Interest Rate Margin and Commitment Fee Adjustment.
          The applicable  Eurocurrency Margin specified in Section 1.4(b) hereof
          and the  commitment  fee  specified  in  Section 3.1  hereof  shall be
          subject to quarterly  adjustment (based upon the Funded Debt Ratio and
          the Senior Funded Debt Ratio for the quarter ending March 30, 2000) as
          follows (the margins from time to time applicable to the  Eurocurrency
          Loans being  hereinafter  referred to as the "Applicable  Eurocurrency
          Margin"  and the  commitment  fee from  time to time in  effect  being
          hereinafter  referred to as the "Applicable  Commitment Fee") with the
          Funded Debt Ratio and Senior  Funded  Debt Ratio being  computed as in
          effect on the last day of each fiscal quarter:

          A. Applicable Eurocurrency Margin:

             If as of the last
             day of any fiscal
             quarter:
<PAGE>
<TABLE>
<CAPTION>
senior funded debt ratio    Greater    Less than or   Less than or   Less than or    Less than
is:                        than 3.00   equal to 3.00    equal to    equal to 2.00   1.50 to 1.00
                                           to 1.00     to 1.00 but   2.50 to 1.00   to 1.00 but
and                                    greater than    but greater   greater than
                                       2.50 to 1.00   than 2.00 to   1.50 to 1.00
                                                                            1.00

funded debt ratio is:

<S>       <C>                <C>           <C>            <C>           <C>            <C>
Less than 25%                .500%         .375%          .300%         .250%          .250%

Equal to or greater than
25% but less than 45%        .625%         .500%          .375%         .300%          .250%

Equal to or greater than
45% but less than 60%        .750%         .625%          .500%         .375%          .300%

Greater than or equal to
60%                          .825%         .750%          .625%         .500%          .375%
</TABLE>


          B.   Applicable Commitment Fee:

               If as of the last
               day of any fiscal
               quarter:

<TABLE>
<CAPTION>
senior funded debt ratio    Greater    Less than or   Less than or   Less than or    Less than
is:                        than 3.00   equal to 3.00  equal to 2.50  equal to 2.00  1.50 to 1.00
                            to 1.00    to 1.00 but    to 1.00 but    to 1.00 but
and                                    greater than   greater than   greater than
                                       2.50 to 1.00   2.00 to 1.00   1.50 to 1.00

funded debt ratio is:

<S>       <C>                <C>           <C>            <C>           <C>            <C>
Less than 25%                .200%         .175%          .150%         .125%          .100%

Equal to or greater than
25% but less than 45%        .200%         .175%          .150%         .125%          .100%

Equal to or greater than
45% but less than 60%        .200%         .175%          .150%         .125%          .100%

Greater than or equal to
60%                          .200%         .175%          .150%         .125%          .100%
</TABLE>

               Not later than five  Business  Days after receipt by the Agent of
          the financial statements and the compliance  certificate called for by
          Section 7.14  hereof  for the  applicable  quarter,  the  Agent  shall
          determine the Senior Funded Debt Ratio and the Funded Debt Ratio as of
          the close of the applicable period based on the information  contained
          in such  financial  statements and  compliance  certificate  and shall
          promptly notify the Company and the Banks of such determination and of
          any  change  in the  Applicable  Eurocurrency  Margin  and  Applicable
          Commitment Fee resulting therefrom,  any such change in the Applicable
          Eurocurrency  Margin and Applicable  Commitment Fee to be effective as
          of the
<PAGE>
          date the Agent so  notifies  the  Company,  with  such new  Applicable
          Eurocurrency  Margin and  Applicable  Commitment  Fee to  continue  in
          effect until the effective date of the next quarterly  redetermination
          in accordance  with the foregoing.  Each  determination  of the Senior
          Funded Debt Ratio, Funded Debt Ratio,  Applicable  Eurocurrency Margin
          and  Applicable  Commitment  Fee by the Agent in accordance  with this
          Section shall be  conclusive  and binding on the Company and the Banks
          absent manifest error.

     Section 3.6. Section 4 of the Credit Agreement shall be amended as follows:

          (a) the definition of "EBITDA" shall be amended in its entirety and as
     so amended shall be restated to read as follows:

               "EBITDA" means,  with reference to any period,  Consolidated  Net
          Income for such period  plus all amounts  deducted in arriving at such
          Consolidated  Net Income in respect of (i)  Interest  Expense for such
          period,  plus (ii)  federal,  state and  local  income  taxes for such
          period,  plus (iii) all amounts  properly  charged for depreciation of
          fixed assets and amortization of intangible  assets during such period
          on the books of the Company and its Restricted Subsidiaries; provided,
          however,  that  notwithstanding  anything  in this  definition  to the
          contrary:  (a) non-cash  gains and  non-cash  losses on sales or other
          dispositions of assets of the Company and its Subsidiaries outside the
          ordinary  course  of  their  business  shall be  given  no  effect  in
          determining EBITDA; and (b) if a Divestiture occurs at any time during
          such period, EBITDA shall be calculated on a proforma basis to exclude
          earnings reasonably  allocable to the divested Person or business,  as
          the case may be,  for the  entire  period as if such  Divestiture  had
          taken  place  on the  first  day of  such  period,  all as  reasonably
          calculated by the Company based on historical  operations  (including,
          but not limited to,  operations  conducted  during such  quarter)  and
          reasonably  calculated  adjustments  due  to  anticipated  operational
          changes. Notwithstanding anything contained herein to the contrary, to
          the extent  deducted in  computing  EBITDA for any period,  the Fourth
          Quarter 1999 Charges shall be added back to each such  computation  of
          EBITDA for the relevant period.

          (b) the following new  definitions  shall be added in the  appropriate
     alphabetical order:
<PAGE>
               "Chemdal  Transaction"  means  the  sale of  certain  assets  and
          Subsidiaries  of the Company  pursuant to that certain Asset and Stock
          Purchase  Agreement dated as of November 22, 1999, between the Company
          and BASF Aktiengesellschaft.

               "Divestiture"   means  any   transaction  or  series  of  related
          transactions, by which the Company or any of the Subsidiaries sells or
          otherwise disposes of (i) any going business,  line of business or all
          or  substantially  all of the  assets  of any  Subsidiary  or (ii) any
          Subsidiary.

               "Fourth   Quarter   1999   Charges"   means  up  to   $10,300,000
          attributable to those certain  non-recurring cash and non-cash charges
          incurred  under  the  restructuring  program  of  the  Company  in the
          relevant  period during the Company's  fiscal fourth  quarter of 1999.
          Any   foregoing   cash  and  non-cash   charges  not   classified   as
          "restructuring  charges"  in  accordance  with GAAP  must be  one-time
          expenses  reasonably  deemed to have been incurred as a result of such
          restructuring  program,  and such  expenses  must be  reported  by the
          Company in reasonable  detail in separate  schedules  accompanying the
          Compliance Certificates required by Section 7.14(F) hereof for each of
          the fiscal quarters in which such expenses are incurred.

Section 4. Conditions Precedent.

     The effectiveness of the foregoing is subject to the satisfaction of all of
the following conditions precedent:

     Section 4.1.  The Company, the Agent and the Banks shall have executed this
Amendment (such execution may be in several counterparts and the several parties
hereto may execute on separate counterparts).

     Section 4.2.  The Agent shall have received an executed Guarantors' Consent
in the form attached hereto as Exhibit A.

     Section 4.3. The Banks shall have received copies (executed or certified as
may be appropriate)  of all legal  documents or proceedings  taken in connection
with the execution and delivery of this Amendment and the other  instruments and
documents contemplated hereby and an opinion of counsel to the Company in a form
satisfactory to the Banks.

     Section 4.4.  Each of the  representations  and  warranties  set  forth  in
Section 5  of the Credit  Agreement  shall be true and correct  (except that the
representations contained in Section 5.4 of the Credit Agreement shall be deemed
to refer to the most recent financial
<PAGE>
statements of the Company delivered to the Banks pursuant to Section 7.14 of the
Credit  Agreement).  The  Company  further  represents  and  warrants  that  the
Guarantors listed on the form of Guarantors'  Consent attached hereto as Exhibit
A constitute all of the Company's Domestic  Subsidiaries existing as of the date
hereof.

     Section 4.5. After giving effect to this Amendment, the Company shall be in
full compliance with all of the terms and conditions of the Credit Agreement and
no Event of Default or Default shall have occurred and be continuing thereunder.

     Section 4.6. The Company  shall have  consummated  the Chemdal  Transaction
pursuant to that certain Asset and Stock Purchase Agreement dated as of November
22,  1999  between  the  Company,  as seller,  and BASF  Aktiengesellschaft,  as
purchaser (the "Sale  Agreement")  and the Agent shall have received an executed
counterpart of the Sale Agreement.

Section 5. Miscellaneous.

     Section 5.1. Except as specifically modified, amended and waived herein the
Credit  Agreement  shall  continue in full force and effect.  Reference  to this
specific Amendment need not be made in any note, document, letter,  certificate,
the Credit Agreement itself,  the Revolving Credit Notes, the Guaranty Agreement
or any  communication  issued or made pursuant to or with respect  thereto,  any
reference to the Credit  Agreement in any of such being  sufficient  to refer to
the Credit Agreement as amended hereby.

     Section  5.2.  The  Company  shall  pay all  fees and  expenses  (including
attorneys'  fees)  incurred  by Harris  Trust and  Savings  Bank and its counsel
incurred in connection  with the drafting and  preparation,  and  supervision of
legal matters in connection with this Amendment.  The Company shall also provide
to the  Agent  within  thirty  (30)  days  of the  consummation  of the  Chemdal
Transaction a Compliance  Certificate  in the form set forth in Exhibit C of the
Credit  Agreement,  certified  by the chief  financial  officer of the  Company,
reflecting  the  condition  of the Company and showing  compliance  with certain
covenants  of the  Credit  Agreement  as in  effect  immediately  following  the
consummation of the Chemdal Transaction.

     Section 5.3. This Amendment may be executed in any number of  counterparts,
and by the  different  parties on  different  counterparts,  all of which  taken
together shall constitute one and the same Agreement.  Any of the parties hereto
may execute  this  Amendment  by signing any such  counterpart  and each of such
counterparts shall for all purposes be deemed to be an original.  This Amendment
shall be governed by the internal laws of the State of Illinois.
<PAGE>
         Dated as of this 26th day of May, 2000.

                             AMCOL International Corporation
                               (formerly known as American Colloid Company)


                             By  /s/ Paul G. Shelton
                             Its Senior Vice President & Chief Financial Officer


         Accepted and agreed to as of the day and year last above written.

                             Harris Trust and Savings Bank, individually
                               and as Agent


                             By  /s/ Edward Klinger
                             Its Vice President


                             Bank One, NA (formerly known as The First
                               National Bank of Chicago)


                             By  /s/ Scott P. Moreen
                             Its Vice President


                             LaSalle National Bank


                             By  /s/ Richard Bott
                             Its Senior Vice President


                             The Northern Trust Company


                             By  /s/ Olga Georgiev
                             Its Vice President


                             Bank of America, NA


                             By  /s/ Daniel Lange
                             Its Vice President
<PAGE>