<PAGE>   1
         SIXTH MODIFICATION OF AMENDED AND RESTATED, EXHIBIT 4(a)(viii)
                            SECURED CREDIT AGREEMENT,
                     REVOLVING NOTE AND OTHER LOAN DOCUMENTS


         THIS SIXTH MODIFICATION OF AMENDED AND RESTATED SECURED CREDIT
AGREEMENT, REVOLVING NOTE AND OTHER LOAN DOCUMENTS (this "Agreement") is made as
of the 19th of November, 1998, but shall not be deemed to be effective until, at
the earliest, March 23, 1999, by and among PAUL HARRIS STORES, INC. ("PH
Stores"), an Indiana corporation, PAUL HARRIS MERCHANDISING, INC., an Indiana
corporation ("PH Merchandising"), PAUL HARRIS RETAILING, INC., an Indiana
corporation and LASALLE NATIONAL BANK, a national banking association (herein,
together with its successors and assigns, called the "Bank").

         All capitalized terms and phrases, unless defined herein, shall have
the specific meanings as are set forth in that certain Secured Credit Agreement
dated as of October 28, 1993, by and between PH Stores and Bank, as amended and
restated by that certain Amended and Restated Secured Credit Agreement dated as
of January 20, 1994, as modified by those certain First through Fifth
Modifications of Secured Credit Agreement, Notes, Mortgage and Other Loan
Documents dated as of October 31, 1994, January 31, 1995, September 28, 1995,
May 8, 1996, and April 9, 1997 (as so amended, the "Credit Agreement").

         WHEREAS, PH Stores has previously requested loans and advances from
Bank for the purpose of funding the working capital needs of PH Stores, and in
connection therewith, PH Stores and Bank entered into and executed the Credit
Agreement, pursuant to which the Bank, inter alia, agreed to make a term loan in
an amount of up to $2,400,000.00 and a revolving credit loan in an amount of up
to $30,000,000.00 to PH Stores; and

         WHEREAS, PH Stores has previously executed and delivered to Bank (i) a
Secured Promissory Note (Revolver) originally dated October 28, 1993, as amended
(the "Revolving Note"), in the principal amount of $30,000,000.00, evidencing an
indebtedness owed by PH Stores to Bank in like amount (the "Revolving Loan") and
(ii) a Secured Promissory Note (Term) dated January 20, 1994 (the "Term Note")
in the principal amount of $2,400,000.00 evidencing an indebtedness owed by PH
Stores to Bank in like amount (the "Term Loan"); and

         WHEREAS, repayment of the Term Note is secured by, among other items of
collateral, a certain Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of January 20, 1994, made by PH Stores to Bank (the
"Mortgage"), recorded on February 1, 1994 in the Office of the Recorder, Marion
County, Indiana as Instrument Number 94-17807, encumbering the property legally
described therein (the "Premises"); and

         WHEREAS, repayment of the Term Note is additionally secured by a
certain Assignment of Distribution Center Leases and Rents dated as of January
20, 1994 (the "Distribution Assignment"), made by PH Stores to Bank; and



<PAGE>   2
         WHEREAS, repayment of the Revolving Note is secured by a certain
Security Agreement and Financing Statement dated as of October 28, 1993, as
amended (the "Security Agreement"), made by PH Stores to Bank; and

         WHEREAS, repayment of the Revolving Note is additionally secured by a
certain Assignment of Leases dated as of October 28, 1994, as amended, made by
PH Stores to Bank (the "Assignment"), affecting the Premises; and

         WHEREAS, repayment of the Revolving Note and the Term Note
(collectively, the "Notes") is additionally secured by UCC Financing Statements
made by PH Stores, as debtor, to Bank, as secured party (the "Financing
Statements"); and

         WHEREAS, the Credit Agreement, the Notes, the Mortgage, the Security
Agreement, the Assignment, the Distribution Assignment and the Financing
Statements, together with all other documents and instruments now or hereafter
securing repayment of the Liabilities, or any portion thereof, evidenced by the
Notes are hereinafter collectively referred to as the "Loan Documents"; and

         WHEREAS, Borrower (as that term is defined in the Credit Agreement as
modified by this Agreement) has requested that Bank make various modifications
to the Loan Documents, and Bank has so agreed, on the terms and conditions more
specifically set forth herein.

         NOW, THEREFORE, for and in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, Borrower and Bank do hereby agree as follows:

         1. The preambles to this Agreement are fully incorporated herein by
this reference thereto with the same force and effect as though restated herein.

         2. Effective as of March 23, 1999 (the "Modification Date"), the Credit
Agreement is modified as set forth below:

                  a. The definition of "Borrowing Base" set forth in Section 1.1
         of the Credit Agreement is hereby deleted and the following is
         substituted in lieu thereof:

                  ""BORROWING BASE" means, without duplication, on any given
                  date with respect to the Revolving Loan, an amount equal to
                  the sum of (i), (ii) and (iii) below:

                  (i)      an amount equal to sixty percent (60.0%) of the Value
                           of all Eligible Inventory in the physical possession
                           of Borrower at Borrower's distribution center or at
                           one of Borrower's stores, as set forth in the
                           Borrowing Base Certificate then most recently
                           delivered by Borrower to Bank; and

<PAGE>   3

                  (ii)     an amount equal to the sum of sixty percent (60.0%)
                           of the Value of all Eligible Inventory in transit
                           from Borrower's distribution center to Borrower's
                           stores, as set forth in the Borrowing Base
                           Certificate then most recently delivered by Borrower
                           to Bank; and

                  (iii)    an amount equal to the sum of (a) sixty percent
                           (60.0%) of the aggregate amounts available to be
                           drawn under Trade Letters of Credit issued to and for
                           the benefit of Borrower and (b) the lesser of (i)
                           sixty percent (60.0%) of the Value of Eligible
                           Inventory in transit to Borrower from domestic
                           manufacturers that is not supported by Trade Letters
                           of Credit and (ii) $250,000.00.

                  Notwithstanding anything contained in this definition to the
         contrary, during and only during each period from August 1 of any year
         through November 30 of such year, the phrase "seventy percent (70.0%)"
         shall be substituted in the place and stead of each reference to "sixty
         percent (60.0%)" contained in clause (a) of this definition."

                  b. The definition of "Business Day" set forth in Section 1.1
         of the Credit Agreement is hereby deleted and the following is
         substituted in lieu thereof:

         ""BUSINESS DAY" means (a) any day that is not a Saturday, Sunday, or a
         day on which Bank in Chicago, Illinois is required or permitted to be
         closed, and (b) with respect to all notices, determinations, fundings
         and payments in connection with the LIBOR Interest Rate or LIBOR Rate
         Loans, any day that is a Business Day pursuant to clause (a) above and
         that is also a day on which trading in Dollars is carried on by and
         between banks in the London interbank market."

                  c. The definition of "Revolving Credit Maturity Date" set
         forth in Section 1.1 of the Credit Agreement is deleted in its entirety
         and the following definition is substituted therefor:

                           ""REVOLVING CREDIT MATURITY DATE" means, with respect
                  to the Revolving Credit Commitment, June 30, 2000."

                  d. The definition of "Revolving Loan Rate" set forth in
         Section 1.1 of the Credit Agreement is deleted in its entirety and the
         following definition is substituted therefor:

                           ""REVOLVING LOAN RATE" means either (i) the Revolving
                  Loan Prime Rate with respect to that portion of the Revolving
                  Loan that is not subject to the LIBOR Interest Rate or (ii)
                  the LIBOR Interest Rate, with respect to the portion of the
                  Revolving Loan that is not subject to the Revolving Loan Prime
                  Rate."

<PAGE>   4


                  e. The following definitions are hereby inserted into Section
         1.1 of the Credit Agreement in alphabetical order:

                           ""BORROWER" - means individually and collectively
                  Paul Harris Stores, Inc. an Indiana corporation, Paul Harris
                  Merchandising, Inc. an Indiana corporation, and Paul Harris
                  Retailing, Inc. an Indiana corporation. Unless otherwise
                  provided for herein to the contrary, the use of the term
                  Borrower shall be deemed to be a joint and several reference
                  to each and all of the entities comprising Borrower. For
                  purposes of Section 9.1(a), the references therein to Borrower
                  shall be deemed to mean PH Stores only; for purposes of
                  Section 9.7, 9.8 and Schedule A, the references therein to
                  Borrower shall be deemed to be only a collective and not a
                  several reference to each of the entities comprising Borrower;
                  and for purposes of Section 13.13, the references to Borrower
                  shall be deemed to be only a several, and not a collective,
                  reference to each of the entities comprising Borrower."

                           "EUROCURRENCY RESERVE PERCENTAGE" means, with respect
                  to each LIBOR Rate Loan for any day for any Interest Period,
                  the maximum reserve percentage (expressed as a decimal,
                  rounded upward to the next 1/100th of 1%) in effect on such
                  day (whether or not applicable to Bank) under regulations
                  issued from time to time by the Federal Reserve Board for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities").

                           "INTERBANK RATE" means, with respect to any Interest
                  Period, the rate of interest per annum (rounded upward to the
                  next 1/16th of 1%) identified by Bank as the rate of interest
                  at which dollar deposits in the approximate amount of the Loan
                  to be continued as, or converted into, a LIBOR Rate Loan and
                  having a maturity comparable to such Interest Period would be
                  offered by Bank's applicable lending office to major banks in
                  the London eurodollar market at approximately 11:00 a.m.
                  (London time) two Business Days prior to the commencement of
                  such Interest Period.

                           "INTEREST PERIOD" means, with respect to any LIBOR
                  Rate Loan, the period beginning on (and including) the date on
                  which such Loan is converted to or continued as a LIBOR Rate
                  Loan, and shall end on (but exclude) the day which numerically
                  corresponds to such date one, two, three, four or six months
                  thereafter (or, if such month has no numerically corresponding
                  day, on the last Business Day of such month), in either case
                  as Borrower may have stated in the applicable LIBOR Request;
                  provided, however, that (i) no Interest Period for any Loan
                  shall in any event extend beyond the maturity date applicable
                  to such Loan under this Agreement, (ii) each Interest Period
                  with respect to any Loan which would otherwise end on a day
                  which is not a Business Day shall end on the next
<PAGE>   5

                  succeeding Business Day unless such next succeeding Business
                  Day is the first Business Day of a calendar month, in which
                  case it shall end on the next preceding Business Day and (iii)
                  any Interest Period pertaining to a LIBOR Rate Loan that
                  begins on the last Business Day of a calendar month (or on a
                  day for which there is no numerically corresponding day in the
                  calendar month at the end of such Interest Period) shall end
                  on the last Business Day of the calendar month at the end of
                  such Interest Period."

                           "LIBOR RATE" means, with respect to any Interest
                  Period, a rate per annum (rounded upwards, if necessary, to
                  the nearest 1/100 of 1%) determined pursuant to the following
                  formula:

                  LIBOR Rate           =               Interbank Rate       
                  (Reserve Adjusted)        -----------------------------------
                                            1 - Eurocurrency Reserve Percentage

                           "LIBOR INTEREST RATE" means the LIBOR Rate plus two
                  percent (2.0%).

                           "LIBOR RATE LOAN" means any portion of any Revolving
                  Loan that bears interest based on the LIBOR Interest Rate
                  during any period.

                           "LIBOR REQUEST" means, with respect to any portion of
                  any Revolving Loan, a request in writing from Borrower to
                  Bank, requesting that the Loan specified in such LIBOR Request
                  bear interest at the applicable LIBOR Interest Rate for a
                  certain Interest Period commencing on a date specified in such
                  LIBOR Request (which specified date must be at least two full
                  Business Days after the date Bank receives and acknowledges
                  its receipt of such LIBOR Request).

                           "NOTICE OF CONVERSION/CONTINUATION" has the meaning
                  specified in Subsection 5.1.3.2.

                           "PRIME RATE REVOLVING LOAN" means any portion of the
                  Revolving Loan that bears interest based on the Revolving Loan
                  Prime Rate during any period.

                           "REQUIREMENT OF LAW" means any federal, state or
                  local law, rule or regulations, permit or other binding
                  determination.

                           "REVOLVING LOAN PRIME RATE" means (i) a per annum
                  rate of interest equal to the Prime Rate from time to time in
                  effect plus one-quarter of one percent (.25%) per annum until
                  and including March 22, 1999, and (ii) a per annum rate of
                  interest equal to the Prime Rate after March 23, 1999."

                           "TRADE LETTERS OF CREDIT" means commercial or
                  documentary letters of credit.
<PAGE>   6


                           "YEAR 2000 PROBLEM" means the risk that computer
                  applications used by Borrower and any Subsidiary may be unable
                  to recognize and perform properly date-sensitive functions
                  involving certain dates prior to and any date on or after
                  December 31, 1999."

                  f. Section 5.1.1 of the Credit Agreement is deleted in its
         entirety and the following is substituted in its place and stead:

                           "5.1.1 REVOLVING LOAN. Prior to November 19, 1998,
                  the Revolving Loans shall bear interest on the unpaid
                  principal balance thereof at the Revolving Loan Prime Rate,
                  subject to the terms of Section 5.1.5. From and after November
                  19, 1998, the Revolving Loan shall bear interest on the unpaid
                  principal balance thereof at the Revolving Loan Prime Rate or,
                  if Borrower has delivered a LIBOR Request to Bank, at the
                  LIBOR Interest Rate, each subject to the terms of Section
                  5.1.5. Interest charges shall be computed on the basis of a
                  year of 360 days and actual days elapsed and shall be payable
                  monthly in arrears on the first day of each calendar month
                  hereafter with respect to Loans which bear interest at the
                  Revolving Loan Prime Rate, on the last day of the Interest
                  Period (and for each six month Interest Period, at the end of
                  the first three months of such Interest Period and on the last
                  day of such Interest Period) with respect to each LIBOR Rate
                  Loan and as otherwise provided herein."

                  g. Section 5.1.5 is hereby added to the Credit Agreement as
         follows:

                           "5.1.5  LIBOR; CONVERSION AND CONTINUATION ELECTIONS.

                           (a) The Borrower shall deliver a notice of
                  conversion/continuation ("Notice of Conversion/Continuation")
                  in the form of Exhibit 5.1.5 hereto to be received by the Bank
                  not later than 11:00 a.m. (Chicago time) at least two Business
                  Days in advance of the conversion/continuation date, if any
                  portion of the Revolving Loan is to be converted into or
                  continued as a LIBOR Rate Loan and specifying:

                           (i) the proposed conversion/continuation date;

                           (ii) the aggregate amount of the Revolving Loan to be
                  converted or renewed, the minimum amount of which shall not be
                  less than $500,000 or $100,000 minimal increments in excess
                  thereof; and

                           (iii) the duration of the requested Interest Period,
                  provided, however, the Borrower may not select an Interest
                  Period with respect to any portion of the Revolving Loan which
                  extends beyond an installment payment date for the Revolving
                  Loan unless, after giving effect to such election, the portion
                  of the Revolving Loan not subject to Interest Periods ending
                  after such installment payment date is equal to or greater
                  than the


<PAGE>   7

                           principal due on such installment payment date.

                           (b) If upon the expiration of any Interest Period
                  applicable to LIBOR Rate Loans, the Borrower has failed to
                  select timely a new Interest Period to be applicable to LIBOR
                  Rate Loans or if any Event of Default then exists or any event
                  (a "Default") then exists that with the giving of notice or
                  the passage of time would constitute an Event of Default, the
                  Borrower shall be deemed to have elected to convert such LIBOR
                  Rate Loans into Revolving Loans which bear interest based upon
                  the Revolving Loan Prime Rate effective as of the expiration
                  date of such Interest Period.

                           (c) During the existence of a Default or Event of
                  Default, the Borrower may not elect to have any portion of the
                  Revolving Loan converted into or continued as a LIBOR Rate
                  Loan.

                           (d) After giving effect to any conversion into or
                  continuation of LIBOR Rate Loans, there may not be more than
                  two different Interest Periods in effect."

                  h. Section 5.2 of the Credit Agreement is deleted in its
         entirety and the following is substituted in its place and stead:

                           "5.2 INTEREST PAYMENT DATES. Except as provided in
                  Section 5.5 and in Section 5.1.1 with respect to LIBOR Rate
                  Loans, accrued and unpaid interest on each Loan shall be
                  payable on the first Business Day of each month and at
                  maturity, commencing, with respect to the Revolving Loan, on
                  the first Business Day of November, 1993. After maturity,
                  accrued and unpaid interest on all Loans shall be payable on
                  demand."


                  i.       The following is hereby added as Section 6.2.3 to the
                           Credit Agreement:

                           "6.2.3 ADDITIONAL PROVISIONS RELATING TO REPAYMENTS.
                  With respect to any LIBOR Rate Loans repaid or prepaid by the
                  Borrower prior to the expiration of the Interest Period
                  applicable thereto, the Borrower agrees to pay to the Bank the
                  amounts described in Section 6.2.3(iii).

                           (i)      Illegality.

                                    (A) If Bank determines that the introduction
                           of any Requirement of Law, or any change in any
                           Requirement of Law, or in the interpretation or
                           administration of any Requirement of Law, has made it
                           unlawful, or that any central bank or other
                           governmental authority has asserted that it is
                           unlawful, for Bank or its applicable lending office
                           to


<PAGE>   8


                           make LIBOR Rate Loans, then, on notice thereof by the
                           Bank to the Borrower, any obligation of the Bank to
                           make LIBOR Rate Loans shall be suspended until the
                           Bank notifies the Borrower that the circumstances
                           giving rise to such determination no longer exist.

                                    (B) If Bank determines that it is unlawful
                           to maintain any LIBOR Rate Loan, the Borrower shall,
                           upon its receipt of notice of such fact and demand
                           from such Bank, prepay in full such LIBOR Rate Loans
                           of the Bank then outstanding, together with interest
                           accrued thereon and amounts required under Section
                           6.2.3(iii), either on the last day of the Interest
                           Period thereof, if the Bank may lawfully continue to
                           maintain such LIBOR Rate Loans to such day, or
                           immediately, if the Bank may not lawfully continue to
                           maintain such LIBOR Rate Loan. If the Borrower is
                           required to so prepay any LIBOR Rate Loan, then
                           concurrently with such prepayment, the Borrower shall
                           convert such Loan to a Prime Rate Loan bearing
                           interest based on the Prime Rate.

                           (ii) Increased Costs and Reduction of Return. (A) If
                  Bank determines that, due to either (I) the introduction of or
                  any change in the interpretation of any law or regulation or
                  (II) the compliance by the Bank with any guideline or request
                  from any central bank or other governmental authority (whether
                  or not having the force of law), there shall be any increase
                  in the cost to Bank of agreeing to make or making, funding or
                  maintaining any LIBOR Rate Loans, then the Borrower shall be
                  liable for, and shall from time to time, upon demand, pay to
                  the Bank additional amounts as are sufficient to compensate
                  the Bank for such increased costs.

                           (iii) Funding Losses. The Borrower shall reimburse
                  the Bank and hold the Bank harmless from any loss or expense
                  which the Bank may sustain or incur as a consequence of:

                                    (A) the failure of the Borrower to make on a
                           timely basis any payment of principal of any LIBOR
                           Rate Loan;

                                    (B) the failure of the Borrower to continue
                           or convert a Loan after the Borrower has given (or is
                           deemed to have given) a Notice of
                           Conversion/Continuation;

                                    (C) the prepayment or other payment
                           (including after acceleration thereof) of a LIBOR
                           Rate Loan on a day that is not the last day of the
                           relevant Interest Period;

<PAGE>   9



         including any such loss or expense arising from the liquidation or
         reemployment of funds obtained by it to maintain its LIBOR Rate Loans
         or from fees payable to terminate the deposits from which such funds
         were obtained.

                  (iv) Inability to Determine Rates. If the Bank determines that
         for any reason adequate and reasonable means do not exist for
         determining the LIBOR Rate for any requested Interest Period with
         respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any
         requested Interest Period with respect to a proposed LIBOR Rate Loan
         does not adequately and fairly reflect the cost to the Bank of funding
         such Loan, the Bank will promptly so notify the Borrower. Thereafter,
         the obligation of the Bank to make or maintain LIBOR Rate Loans
         hereunder shall be suspended until the Bank revokes such notice in
         writing. Upon receipt of such notice, the Borrower may revoke any
         Notice of Conversion/Continuation then submitted by it. If the Borrower
         does not revoke such Notice, the Bank shall convert or continue the
         Loans, as proposed by the Borrower, in the amount specified in the
         applicable notice submitted by the Borrower, but such Loans shall be
         converted or continued as Loans which bear interest at the Term Loan
         Prime Interest Rate instead of LIBOR Rate Loans.

                  (v) Certificates of Bank. If Bank claims reimbursement or
         compensation under this Section 6.2.3, it shall deliver to the Borrower
         a certificate setting forth in reasonable detail the amount payable to
         the Bank hereunder and such certificate shall be conclusive and binding
         on the Borrower in the absence of manifest error.

                  (vi) Survival. The agreements and obligations of the Borrower
         in this Section 6.2.3(vi) shall survive the payment of all other
         Liabilities."

                  j. Section 6.3 of the Credit Agreement is deleted in its
         entirety and the following is substituted in its place and stead:

                           "6.3 OPTIONAL PREPAYMENTS. Borrower from time to time
                  may prepay that portion of the Revolving Loan Balance
                  consisting of Revolving Loans bearing interest at the
                  Revolving Loan Prime Rate in whole or in part, provided,
                  however, that partial payments shall be in increments of
                  $100,000 (or $25,000 integral multiples)."

                  k. The following is hereby added to the Credit Agreement as 
         Section 8.23:

                           "8.23 YEAR 2000 COMPLIANCE. Borrower and each
                  Subsidiary have reviewed the areas within their business and
                  operations which could be adversely affected by, and have
                  developed or are developing a program to address on a timely
                  basis, the Year 2000 Problem, and have made related
                  appropriate inquiry of material suppliers and vendors. Based
                  on such review and program, Borrower believes that the Year
                  2000 Problem will not have a material adverse effect on the
                  business or operations of Borrower."
<PAGE>   10


                  l.       The following is hereby added to the Credit Agreement
                           as Section 9.13:

                           "9.13 PURCHASE AND REDEMPTION OF BORROWER'S
                  SECURITIES; DIVIDEND AND INTEREST RESTRICTIONS. Other than as
                  specifically permitted hereinbelow, not purchase or redeem any
                  shares of Borrower's or any Subsidiary's capital stock or any
                  options or warrants with respect thereto, declare or pay any
                  dividends thereon (other than dividends paid in the form of
                  shares of capital stock other than stock which constitutes
                  Indebtedness), make any distribution or payment to
                  stockholders or holders of options or warrants in respect of
                  Borrower's capital stock or set aside any funds for any such
                  purpose. Notwithstanding anything implied or expressed to the
                  contrary in the foregoing provisions of this Section 9.13, PH
                  Stores may buy back on the open market up to a total of
                  1,500,000 shares of its publicly traded common stock, provided
                  that the aggregate purchase price, including all costs
                  associated with such buy back, does not exceed $15,000,000 and
                  provided further (i) the purchase of such shares is completed
                  on or before June 30, 2000 and (ii) no Default or Event of
                  Default then exists or would exist after giving effect to any
                  purchase permitted herein."

                  m.       The following is hereby added to the Credit Agreement
                           as Section 9.26:

                           "YEAR 2000". From time to time, at the request of
                  Bank, Borrower and each Subsidiary shall provide to Bank such
                  updated information or documentation as is requested regarding
                  the status of their efforts to address the Year 2000 Problem."

                  n.       The following is hereby added to the Credit Agreement
                           as Section 13.13:

                           "RIGHT OF CONTRIBUTION. Each entity comprising
                  Borrower hereby agrees that to the extent that any individual
                  Borrower or entity shall have paid an amount hereunder which
                  would, but for this provision, render such Borrower insolvent
                  for purposes of state or federal fraudulent conveyance laws,
                  such Borrower shall be entitled to seek and receive
                  contribution from and against any other Borrower hereunder to
                  the extent such contribution would not render such other
                  Borrower insolvent. The provisions of this Section 13.13 shall
                  in no respect limit the obligations and liabilities of any
                  Borrower to the Bank and each Borrower shall remain liable to
                  the Bank for the full amount of such Borrower's Liabilities
                  hereunder."

         3. All references in the Loan Documents to the Credit Agreement hereby
are understood to be to the Credit Agreement as modified hereby.

         4. CONDITIONS TO EFFECTIVENESS. Provided that no unwaived Default or
Event of Default shall then exist other than those that would exist but for the
execution of this


<PAGE>   11


Amendment, this Amendment shall be deemed to be effective as of November 19,
1998 (the "Effective Date"), provided all of the following conditions are
satisfied in a manner, form and substance acceptable to Bank:

                  (a) EXECUTION OF RELATED DOCUMENTS. This Amendment (including
         the attached Joinder), duly authorized and fully executed, and each in
         form and substance satisfactory to Bank shall have been delivered to
         Bank;

                  (b) DELIVERY OF OTHER DOCUMENTS.

                           (i) True, complete and accurate copies, duly
                  certified by an officer of each entity comprising Borrower, of
                  all documents evidencing any necessary corporate action,
                  resolutions, consents and governmental approvals, if any,
                  required for the execution, delivery and performance of this
                  Amendment, and the Joinder and any other document, instrument
                  or agreement executed or delivered in connection therewith by
                  the Borrower shall have been delivered to Bank;

                           (ii) Bank shall have received satisfactory, current
                  state and local UCC tax, lien and judgment searches in all
                  applicable locations for each entity comprising Borrower;

                           (iii) Executed original UCC Financing Statements by
                  each entity comprising Borrower, in form satisfactory to Bank
                  shall have been delivered to Bank; and

                           (iv) Such other documents, instruments or agreements
                  as the Bank may reasonably request shall have been delivered
                  to Bank.

         5. In the event of any conflict among the terms of the Credit Agreement
and the other Loan Documents as modified by this Agreement, the terms of the
Credit Agreement as modified by this Agreement shall control. All terms and
provisions of the Documents corresponding to terms and provisions of the Credit
Agreement prior to the date of this Agreement shall be deemed modified in
accordance with the terms of this Agreement.

         6. Borrower hereby warrants and represents that (i) Borrower has no
defense, offset or counterclaim with respect to the payment of any sum owed to
Bank, or with respect to any covenant in the Loan Documents; (ii) Bank, on and
as of the date hereof, has fully performed all obligations to Borrower which it
may have had or has on and as of the date hereof; and (iii) other than as
expressly set forth herein, by entering into this Agreement, Bank does not waive
any condition or obligation in the Loan Documents.

         7. Borrower hereby agrees to execute and deliver promptly to Bank, at
Bank's request, such other documents as Bank, in its reasonable discretion,
shall deem necessary or appropriate to evidence the transaction contemplated
herein.
<PAGE>   12

         8. Borrower agrees to pay all fees and expenses associated with the
consummation of the transactions contemplated in this Agreement, including,
without limitation, reasonable fees and expenses of Bank's counsel and related
expenses.

         9. Time is of the essence of this Agreement.

         10. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall
constitute one and the same Agreement.

         11. Except as otherwise set forth herein to the contrary, the Loan
Documents remain unmodified and continue in full force and effect. Borrower
hereby reaffirms, confirms and ratifies each and every covenant, condition,
obligation and provision set forth in the Loan Documents, each as modified
hereby.

                                  [END OF PAGE]


<PAGE>   13


          IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed and delivered this Agreement as of the day and year first
above written.

                         BORROWER:

                         PAUL HARRIS STORES, INC., an Indiana corporation       
                         
                         
                         By: /s/ Thomas McCain
                            ---------------------------------------------------
                         Title:    SVP                                         
                               ------------------------------------------------
                         Its:                                                  
                             --------------------------------------------------
                         
                         
                         PAUL HARRIS MERCHANDISING, INC., an Indiana corporation
                         
                         
                         By: /s/ Thomas McCain                                 
                            ---------------------------------------------------
                         Title:    SVP                                         
                               ------------------------------------------------
                         Its:                                     
                            ---------------------------------------------------
                         
                         PAUL HARRIS RETAILING INC., an Indiana corporation
                         
                         
                         By: /s/ Thomas McCain                                 
                            ---------------------------------------------------
                         Title:    SVP                                         
                               ------------------------------------------------
                         Its:                                                  
                             --------------------------------------------------
                         
                         
                         
                         BANK:
                    
                         LASALLE NATIONAL BANK, a national banking association


                         By: /s/ Ann Ellingsen                                 
                            ---------------------------------------------------
                         Title:                                                
                               ------------------------------------------------
                         Its:                                                  
                             --------------------------------------------------



<PAGE>   14


                                  EXHIBIT 5.1.4
                                  -------------

                        NOTICE OF CONTINUATION/CONVERSION



                                                                          [Date]


LaSalle National Bank
135 S. LaSalle Street
Chicago, Illinois  60603
Attention:  Ann H. Ellingsen

Dear Ann:

         The undersigned, PAUL HARRIS STORES, INC., an Indiana corporation, PAUL
HARRIS MERCHANDISING, INC., an Indiana corporation, PAUL HARRIS RETAILING, INC.,
an Indiana corporation (individually and collectively the "Borrower"), refers to
the Amended and Restated Secured Credit Agreement originally dated as of January
20, 1994 as modified by various Amendments thereto (as it may hereafter be
amended, modified, extended or restated from time to time, the "Credit
Agreement"), among the Borrower and LaSalle National Bank ("Bank"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The Borrower hereby gives you
notice pursuant to Section 5.1.4 of the Credit Agreement that it requests to
[convert] [continue] a Revolving Loan under the Credit Agreement, and in that
connection sets forth below the terms on which such Revolving Loan is requested
to be [converted] [continued]:

(A)      Type of Loan into which
         Loan is to be [converted(1/)]
         [continued(2/)]:                     
                                                ---------------------

(B)      Principal Amount of Revolving Loan 
         outstanding as of the date hereof
         to be [converted][continued]:                       
                                                ----------------------



----------
(1/)     LIBOR Rate Loan or Prime Rate Term Loan. If converted into a LIBOR Rate
         Loan, state length of the Interest Period and the last day thereof,
         which shall end not later than the applicable maturity date of the Term
         Loan.

(2/)     LIBOR Rate Loan.


<PAGE>   15

(C)      Date the Revolving Loan is to be [converted(3/)]
           [continued(4/)]:                                            
                                                ---------------------

(D)      Interest Period and the last day
           thereof (if for LIBOR Rate loan):                           
                                                ---------------------

                           PAUL HARRIS STORES, INC., an Indiana 
                           corporation



                           By:                                                  
                              -------------------------------------------------
                           Name:                                                
                               ------------------------------------------------
                           Its:                                                 
                               -------------------------------------------------

                           PAUL HARRIS MERCHANDISING, INC., an Indiana 
                           corporation



                           By:                                                  
                              -------------------------------------------------
                           Name:                                                
                                -----------------------------------------------
                           Its:                                                 
                               ------------------------------------------------

                           PAUL HARRIS RETAILING, INC., an Indiana corporation



                           By:                                                  
                              -------------------------------------------------
                           Name:                                                
                                ------------------------------------------------
                           Its:                                                 
                               -------------------------------------------------


----------
(3/)     Which must be the last day of an Interest Period with respect to the
         conversion of a LIBOR Rate Loan to a Base Rate Loan.

(4/)     Which must be upon the expiration of the then current Interest Period
         with respect to the LIBOR Rate Loan.

<PAGE>   16
                                JOINDER AGREEMENT
                                -----------------


         This JOINDER AGREEMENT (the "Joinder") is made as of the 19th day of
November, 1998 by the undersigned (collectively "Subsidiaries") subsidiaries of
Paul Harris Stores, Inc., an Indiana corporation ("PH Stores"), and LaSalle
National Bank, a national banking association ("Bank"). All capitalized terms
used and not otherwise defined herein shall have the meaning ascribed thereto in
the Credit Agreement (as hereinafter defined).

         WHEREAS, Bank and PH Stores are parties to that certain Amended and
Restated Secured Credit Agreement dated as of January 20, 1994 and as modified
by five Amendments (as the same may be amended, supplemented, restated or
otherwise modified from time to time the "Credit Agreement");

         WHEREAS, in order to induce Bank to make the Loans as provided for in
the Credit Agreement and to secure the Liabilities thereunder, PH Stores has
granted a continuing Lien to Bank on certain collateral pursuant to that certain
Security Agreement and Financing Statement originally dated as of October 28,
1993 (as amended, the "Security Agreement") by and between PH Stores and Bank;

         WHEREAS, Subsidiaries have been formed and are qualified to borrow
Loans under the Credit Agreement and, as a result of the foregoing and pursuant
to the definition of Borrower in the Credit Agreement, Subsidiaries shall be
deemed to be a Borrower and a co-obligor under the Credit Agreement and the
other Related Documents;

         WHEREAS, Subsidiaries desires to execute this Joinder and to become a
Borrower under the Credit Agreement and, in connection therewith, to become a
party to the Security Agreement granting to Bank a Lien upon certain Collateral
(as defined in the Security Agreement) owned or consigned by or to, or leased
from or to, Subsidiaries;

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties thereto agree as follows:

         1. Joinder in Credit Agreement. Each Subsidiary hereby assumes, and
agrees to perform, for the benefit of Bank, all of the Liabilities of a Borrower
under the Credit Agreement and the other Related Documents, as direct and
primary obligations of Subsidiaries (including any such Liabilities that may
have accrued prior to the date hereof), including, without limitation, its
Liabilities with respect to the Loans, and further agrees that it shall comply
with and be fully bound by the terms of the Credit Agreement and the other
Related Documents as if it had been a signatory thereto as of the date thereof;
provided that the representations and warranties made by each Subsidiary
thereunder shall be deemed true and correct as of the date of this Joinder.
As a Borrower under the Credit Agreement, each Subsidiary shall execute all


<PAGE>   17


Notes required by Bank for any Loans made, assumed or to be made, from time to
time, by Bank to such Subsidiary, and each Subsidiary agrees to pay all
Liabilities owing by it to Bank, including all payments of principal, interest
and other charges due from time to time with respect to the Loans made, assumed
or available to such Subsidiary.

         2. Joinder in Security Agreement. Each Subsidiary hereby grants to
Bank, a security interest in all Collateral in which it has an interest, whether
now or hereafter arising, in accordance with the terms of the Security
Agreement. Each Subsidiary hereby assumes and agrees to perform for the benefit
of Bank, all of its obligations as a Grantor under the Security Agreement, as
direct and primary obligations of such Subsidiary (including any such
obligations that may have accrued prior to the date hereof) and further agrees
that it shall comply with and be fully bound by the terms of the Security
Agreement as if it had been a signatory thereto as of the date thereof; provided
that the representations and warranties made by such Subsidiary thereunder shall
be deemed true and correct as of the date of this Joinder.

         3. Amendment to Security Agreement. Effective as of the date hereof,
the Security Agreement is hereby amended to add the information set forth on
Exhibit A attached hereto as Exhibits C and D hereto.

         4. Unconditional Joinder. Each Subsidiary acknowledges that such
Subsidiary's obligations as a party to this Joinder are unconditional and are
not subject to the execution of one or more Joinders by other subsidiaries of PH
Stores or other parties.

         5. Reliance. Bank shall be entitled to rely on this Joinder as evidence
that each Subsidiary has joined (i) as a Borrower under the Credit Agreement and
the other Related Documents and is fully obligated thereunder as a Borrower and
(ii) as a Grantor under the Security Agreement and is fully obligated thereunder
as a Grantor.

         6. Incorporation by Reference. All terms and conditions of the Credit
Agreement, the other Related Documents and the Security Agreement, including,
but not limited to, all representations, warranties, covenants, indemnities,
guaranties and other obligations. Borrower thereunder is hereby incorporated by
reference in this Joinder as if set forth in full.



                            [SIGNATURE PAGE FOLLOWS]


<PAGE>   18


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Joinder Agreement as of the date set forth above.

                      SUBSIDIARIES:

                      PAUL HARRIS MERCHANDISING, INC., an Indiana corporation



                      By: /s/ Thomas McCain                                  
                         ---------------------------------------------------
                      Title:                                                 
                            ------------------------------------------------
                      Its:   SVP                                            
                          --------------------------------------------------


                      PAUL HARRIS RETAILING, INC., an Indiana corporation



                      By: /s/ Thomas McCain                                  
                         ---------------------------------------------------
                      Title:                                                 
                           -------------------------------------------------
                      Its:   SVP                                             
                          --------------------------------------------------


                      BANK:

                      LASALLE NATIONAL BANK, a national banking association



                      By: /s/ Ann Ellingsen                                    
                         ---------------------------------------------------
                      Title:    VP                                          
                            ------------------------------------------------
                      Its:                                                  
                          --------------------------------------------------


<PAGE>   19
                                  EXHIBIT A to
                                JOINDER AGREEMENT

                           EXHIBITS C AND D (combined)
                                       to
                               SECURITY AGREEMENT

                  SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
             AND RECORDS CONCERNING PAUL HARRIS MERCHANDISING, INC.


I.       Chief Executive Office and principal place of business of Paul Harris
         Merchandising, Inc., 6003 Guion Road, Indianapolis, Indiana 46268

II.      Corporate Offices of Paul Harris Merchandising, Inc., 6003 Guion Road,
         Indianapolis, Indiana 46268

III.     Warehouses: 6003 Guion Road, Indianapolis, Indiana 46268.

IV.      Other Premises at which Collateral is Stored or Located: None

V.       Locations of Records Concerning Collateral: 6003 Guion Road,
         Indianapolis, Indiana 46268


                  SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
               AND RECORDS CONCERNING PAUL HARRIS RETAILING, INC.

I.       Chief Executive Office and principal place of business of Paul Harris
         Retailing, Inc., 6003 Guion Road, Indianapolis, Indiana 46268

II.      Corporate Offices of Paul Harris Retailing, Inc., 6003 Guion Road,
         Indianapolis, Indiana 46268

III.     Warehouses: None

IV.      Other Premises at which Collateral is Stored or Located: See separate
         Schedule attached hereto.

V.       Locations of Records Concerning Collateral: 6003 Guion Road,
         Indianapolis, Indiana 46268