<PAGE>
 
                                                                  10(I)(H)(6)



                 FIFTH AMENDMENT TO LONG TERM CREDIT AGREEMENT


          This Fifth Amendment to Long Term Credit Agreement (this "Amendment")
                                                                    ---------  
is entered into as of May 22, 1998 by and among Montgomery Ward & Co.,
Incorporated (the "Company"), the undersigned financial institutions, The Bank
                   -------                                                    
of Nova Scotia, as Administrative Agent (in such capacity, the "Administrative
                                                                --------------
Agent"), The First National Bank of Chicago, as Documentary Agent (in such
-----                                                                     
capacity, the "Documentary Agent"), The Bank of New York, as Negotiated Loan
               -----------------                                            
Agent (in such capacity, the "Negotiated Loan Agent") and Bank of America
                              ---------------------                      
National Trust and Savings Association, as Advisory Agent (in such capacity, the
"Advisory Agent," and together with the Administrative Agent, the Documentary
 --------------                                                              
Agent and the Negotiated Loan Agent, the "Agents").
                                          ------   

                             W I T N E S S E T H :
                             - - - - - - - - - -  

          WHEREAS, the Company, the undersigned financial institutions and the
Agents are party to that certain Long Term Credit Agreement, dated as of
September 15, 1994 (as amended, supplemented or otherwise modified, the "Long
                                                                         ----
Term Credit Agreement"); capitalized terms used herein and not otherwise defined
---------------------                                                           
shall have the meanings assigned to them in the Long Term Credit Agreement; and

          WHEREAS, the parties hereto desire to amend certain provisions of the
Long Term Credit Agreement relating to the sale of participations in and
assignments of Loans;

          NOW, THEREFORE, the parties hereto hereby agree as follows:


          1.  Amendment to Long Term Credit Agreement.  Effective as of the date
              ---------------------------------------                           
hereof and subject to Section 3 hereof, the Long Term Credit Agreement is
amended as follows:

          A.  Section 15.4 is amended and restated as follows:

               15.4  Participations: Assignments; Replacement of Banks.
                     ------------------------------------------------- 

               (a)  Participations.  Subject to the provisions of this Section
                    --------------                                     -------
          15.4, any Bank may at any time, in the ordinary course of its business
          ----                                                                  
          and in accordance with applicable law, sell to one or more banks or
          other entities (a "Participant") participating interests in any Loan
                             -----------                                      
          owing to such Bank, or any Note held by such Bank.  In the event of
          any such sale to a Participant the selling Bank shall give written
          notice to the Company and the Administrative Agent stating the
          Participant's name and address and the amount of the participation
          purchased, but

                         (i)    the Company and the Administrative Agent shall
                    continue to deal solely and directly with such Bank in
                    connection with such Bank's rights and obligations under
                    this Agreement,

                                       1
<PAGE>
 
                         (ii)   all amounts payable by the Company shall be
                    determined as if such Bank had not sold such participation,
                    and

                         (iii)  any Participant which is not an Affiliate of
                    the selling Bank shall have no right to require the selling
                    Bank to take or omit to take any action under this Agreement
                    or any Note other than action directly affecting the
                    extension of the stated maturity of any Loan, directly
                    affecting any scheduled installment of principal or any
                    scheduled reduction in the stated amount of, or interest on,
                    any Loan in which such participation was sold, or reducing
                    the principal or stated amount thereof or the rate of
                    interest thereon or fees payable hereunder.

          Each Bank agrees to incorporate the requirements set forth in the
          preceding sentence into each participation agreement which such Bank
          enters into with any Participant.  The Company agrees that if amounts
          outstanding under this Agreement and the Notes are due or unpaid, or
          shall have been declared or shall have become due and payable upon the
          occurrence of an Event of Default, each Participant shall, if its
          participation agreement with the selling Bank so provides, be deemed
          to have the right of setoff in respect of its participating interest
          in amounts owing under this Agreement or any Note to the same extent
          as if the amount of its participating interest were owing directly to
          it as a Bank under this Agreement or any Note; provided that such
                                                         --------          
          right of setoff shall be subject to such Participant's obligation to
          share with the Banks, and the Banks agree to share with such
          Participant, as provided in Section 8.2(c).  No participation
                                      --------------                   
          contemplated in this Section 15.4 shall relieve any Bank either from
                               ------------                                   
          its Commitment hereunder or from any of its other obligations
          hereunder and such Bank shall remain solely responsible for the
          performance thereof.

               (b) Assignments.  Subject to the provisions of this Section 15.4,
                   -----------                                     ------------ 
          any Bank may assign to one or more banks or other entities (an
          "Assignee") all or any part of such Bank's rights and benefits, and
          ---------                                                          
          delegate all or any part of such Bank's obligations under this
          Agreement and its Notes; provided, however, that
                                   --------  -------      

                         (i)    except in the case of an assignment to another
                    Bank, the amount of the Loans of the assignor Bank subject
                    to such assignment shall be in an amount not less than
                    $5,000,000 and an integral multiple of $1,000,000 in excess
                    thereof or shall be the entire remaining amount of Loans of
                    such assignor Bank,

                         (ii)   unless the assignor Bank is assigning all of its
                    Loans, the aggregate amount of the Loans of such assignor
                    Bank after giving effect to such assignment and any
                    assignments agreed to contemporaneously therewith by such
                    assignor Bank shall be not less than $5,000,000,

                         (iii)  the assignor Bank shall advise the Assignee
                    that the Company shall not be obligated to execute any
                    replacement Notes and shall add a legend to any of its Notes
                    which evidence all or part of the Loans assigned to the
                    effect that rights thereunder have been assigned,

                                       2
<PAGE>
 
                         (iv)   the parties to each assignment shall execute and
                    deliver to the Administrative Agent an assignment and
                    acceptance substantially in the form of Exhibit L, with
                                                            ---------      
                    appropriate insertions (an "Assignment"),
                                                ----------   

                         (v)    upon request of the Administrative Agent, if the
                    Company is not authorized by court order to pay the Transfer
                    Fee referred to in Section 15.4(e) or fails to honor its
                                       ---------------                      
                    obligations under Section 15.4(e), the parties to the
                                      ---------------                    
                    Assignment shall deliver to the Administrative Agent a
                    processing and recordation fee of $3,500 for such
                    Assignment,

                         (vi)   if the assignor Bank is assigning all of its
                    Loans, it shall deliver to the Administrative Agent an
                    amount, determined by the Administrative Agent, equal to the
                    unpaid amount for which no reserve has been established of
                    such Bank's pro rata share (based upon the aggregate unpaid
                                --- ----                                       
                    principal amount of the Loans) of any reasonable costs or
                    expenses payable by such assignor Bank pursuant to the
                    Credit Agreement, including, without limitation, 
                    Section 14.2 and Section 15.5,
                    ------------     ------------ 

                         (vii)  the Assignee shall advise the Administrative
                    Agent in writing as to whether it is a Non-United States
                    Person and if it is a Non-United States Person, it shall
                    deliver to the Company and the Administrative Agent a
                    written representation and undertaking similar to 
                    Section 8.4(b), and
                    --------------     

                         (viii) the assignor Bank shall provide written
                    notice to the Company (with a copy to the Administrative
                    Agent) of the name and address of the Assignee, shall
                    deliver to the Company a copy of the duly executed
                    Assignment and shall deliver to the Administrative Agent
                    evidence of such deliveries to the Company.

               (c)  Acceptance of Assignment by Administrative Agent.  An
                    ------------------------------------------------     
          Assignment shall be accepted by the Administrative Agent only if all
          of the requirements of subsection (b) of this Section 15.4 have been
                                                        ------------          
          fulfilled to the Administrative Agent's satisfaction.  Each Agent and
          each Bank shall be entitled to continue to deal solely and directly
          with the assignor Bank in connection with any interests assigned or
          delegated to an Assignee until the Administrative Agent has accepted
          the Assignment.  Upon the Administrative Agent's acceptance of an
          Assignment, it shall record the Assignment in the Master Register.
          All entries in the Master Register shall be conclusive, in the absence
          of manifest error, and the Company, each Agent and each Bank shall
          treat each person whose name is recorded in the Master Register as the
          owner of the Loans recorded therein for all purposes of this
          Agreement.  The Administrative Agent shall from time to time
          distribute a Schedule to each of the Banks and the Company giving
          effect to any Assignments.
 
               (d)  Rights and Obligations of Assignor Bank and Assignee.  On
                    ----------------------------------------------------     
          the date the Administrative Agent accepts an Assignment (the
          "Assignment Effective Date"), the Company, the Agents and the Banks
          --------------------------                                         
          agree that, to the extent of any such Assignment,

                                       3
<PAGE>
 
                         (i)   the Assignee thereunder shall be a Bank hereunder
                    and, in addition to any rights, benefits and obligations
                    hereunder held by it immediately prior to such Assignment
                    Effective Date, have the rights, benefits and obligations of
                    a Bank under this Agreement and the assignor Bank's Notes
                    (including, without limitation, rights and benefits arising
                    out of Section 9) and the same rights of setoff pursuant to
                           ---------                                           
                    Section 8.3 and obligation to share pursuant to Section 8.2
                    -----------                                     -----------
                    as a Bank hereunder to the extent that the same have been
                    assigned and delegated to it pursuant to such Assignment,
                    and

                         (ii)  the assignor Bank shall, to the extent that
                    rights, benefits and obligations hereunder have been
                    assigned and delegated by it pursuant to such Assignment,
                    relinquish its rights and benefits and be released from its
                    obligations under this Agreement (and, in the case of an
                    Assignment covering all or the remaining portion of an
                    assignor Bank's rights, benefits and obligations under this
                    Agreement, such Bank shall cease to be a party hereto),
                    except that in all cases the assignor Bank shall remain
                    entitled to the rights and benefits arising under 
                    Sections 6, 8.4, 9, 15.5 and 15.6 with respect to any period
                    ----------  ---  -  ----     ----                 
                    of time prior to the Assignment Effective Date, and shall
                    remain liable with respect to any of its unpaid obligations
                    arising under Sections 6.9, 8.4(c), 14.2 and 15.5, with
                                  ------------  ------  ----     ----    
                    respect to any matters arising prior to the Assignment
                    Effective Date; provided, the Company shall not be required
                                    --------
                    to pay any costs, fees or taxes of any kind or nature with
                    respect to the interest(s) assigned in excess of those
                    payable by the Company in connection with such interest(s)
                    prior to such assignment except for any costs, fees or taxes
                    described in Section 8.4, 9 or 15.6.
                                 -----------  -    ---- 

               (e) Transfer Fee.  In consideration of the services to be
                   ------------                                         
          performed by the Administrative Agent hereunder, the Company shall pay
          to the Administrative Agent a quarterly fee of $18,750 (the "Transfer
                                                                       --------
          Fee"), payable quarterly in advance on May 1, August 1, November 1 and
          ---                                                                   
          February 1 of each year, provided that the Company shall pay the fee
                                   --------                                   
          payable on May 1, 1998 within three Business Days after the entry of
          an order by the United States Bankruptcy Court for the District of
          Delaware approving the Fifth Amendment to Long Term Credit Agreement.
          If the Company is not authorized to pay such fee or fails to pay such
          fee, the Administrative Agent may impose a processing and recordation
          fee on the parties to each Assignment of $3,500 for each Assignment.

               (f) Federal Reserve.  Anything contained in this Agreement to the
                   ---------------                                              
          contrary notwithstanding, and without the need to comply with any of
          the formal or procedural requirements set forth in this Agreement, any
          Bank may at any time and from time to time grant a participation in,
          assign, deposit or pledge all or any portion of its rights under this
          Agreement or the Notes to a Federal Reserve Bank; provided, however,
                                                            --------  ------- 
          no such participation, assignment, deposit or pledge shall relieve
          such Bank of any of its obligations under this Agreement.

                                       4
<PAGE>
 
               (g) Information.  Notwithstanding the terms of any previous
                   -----------                                            
          confidentiality agreements with respect to the subject matter hereof
          between the Company and any Bank, from and after the Effective Date
          any Bank may furnish any information concerning the Parent, the
          Company and the Subsidiaries which has been furnished to such Bank
          pursuant hereto to any Assignee, Participant, or potential Assignee or
          Participant; provided, however, that the recipient of such information
                       --------  -------                                        
          shall, prior to being furnished with any such information, agree to
          maintain the confidentiality of such information.  Notwithstanding the
          foregoing sentence, any Agent, Bank, Assignee, Participant or
          potential Assignee or Participant shall be permitted to disclose
          information regarding the Company and its Subsidiaries (i) to any
          other Agent or Bank, or to any Assignee or Participant, (ii) to any
          Affiliate, agent or employee that agrees to be bound by this Section
                                                                       -------
          15.4(g), (iii) upon order of any court or administrative agency, (iv)
          -------                                                              
          upon the request or demand of any regulatory agency or authority
          having jurisdiction over such party, (v) which has been publicly
          disclosed, (vi) which has been obtained from any Person that is not a
          party hereto or an Affiliate, agent or employee of any such party,
          (vii) in connection with the exercise of any remedy hereunder, or
          (viii) to such Person's certified public accountants and its
          attorneys.

               B.  Exhibit L is replaced with the Exhibit L annexed hereto.
                   ---------                      ---------                

          2.  Waiver.  The undersigned Banks hereby waive the requirement set
              ------                                                         
forth in the proviso in Section 15.4(b) of the Long Term Credit Agreement that
an assignor Bank shall assign equal percentage amounts of its commitment under
the Long Term Credit Agreement and Short Term Credit Agreement with respect to
any trades entered into by any of the Banks prior to the date of this Amendment.
This waiver is limited precisely to its terms and shall not constitute an
amendment, modification or waiver generally or for any other purpose.

          3.  Effectiveness.  Section 1 of this Amendment shall become effective
              -------------                                                     
with respect to trades entered into after the date of this Amendment, upon the
execution and delivery of this Amendment by the Company and the Required Banks,
provided, however, the requirement that the Company pay the Transfer Fee
--------  -------                                                       
referred to in the amended Section 15.4(e) shall not be effective until the
entry of an order of the United States Bankruptcy Court for the District of
Delaware approving this Amendment. Section 2 of this Amendment shall become
effective upon the execution and delivery of this Amendment by the Required
Banks.

          4.  Entire Agreement.  This Amendment contains the entire agreement
              ----------------                                               
among the parties with respect to the matters set forth herein and supersedes
all prior agreements, arrangements or understandings with respect thereto.
 
          5.  Reference to and Effect on the Long Term Credit Agreement.  Upon
              ---------------------------------------------------------       
the effectiveness of this Amendment, on and after the date hereof, each
reference in the Long Term Agreement to "this Agreement," "hereunder," "hereof,"
"herein" and words of like import, shall mean and be a reference to the Long
Term Credit Agreement as amended hereby.  Except as specifically amended or
waived hereby, all of the terms and provisions of the Long Term Credit Agreement
shall remain in full force and effect and are hereby ratified and confirmed.

          6.  Descriptive Headings.  The descriptive headings in this Amendment
              --------------------                                             
are for convenience only and shall not control or affect the meaning or
construction of any provision of this Amendment.

                                       5
<PAGE>
 
          7.  Counterpart Execution.  This Amendment may be executed by
              ---------------------                                    
telecopier and in any number of counterparts, each of which, when so executed
and delivered, shall be an original, but all of which together shall constitute
one agreement binding all of the parties hereto.

          8.  Successors.  This Amendment shall be binding upon and inure to the
              ----------                                                        
benefit of each of the parties hereto, and each of the Banks and their
respective successors and assigns.

          IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date first set forth above.


                               MONTGOMERY WARD & CO.
                               INCORPORATED

                               By: /s/ Douglas V. Gathany
                                   ------------------------- 
                               Name:  Douglas V. Gathany        
                               Title: Vice President & Treasurer 


                               THE FIRST NATIONAL BANK OF CHICAGO, 
                               in its individual capacity and in its capacity as
                               Documentary Agent

                               By: /s/ Linda M. Thompson      
                                   -------------------------   
                               Name:  Linda M. Thompson   
                               Title: First Vice President 


                               THE BANK OF NEW YORK, in its individual 
                               capacity and in its capacity as Negotiated
                               Loan Agent

                               By: /s/ Mark R. Slane       
                                   -------------------------
                               Name:  Mark R. Slane        
                               Title: Senior Vice President 


                               THE BANK OF NOVA SCOTIA, in its individual 
                               capacity and in its capacity as
                               Administrative Agent

                               By: /s/ D.N. Gillespie              
                                   -------------------------    
                               Name:  D.N. Gillespie           
                               Title: Assistant General Manager 

                                       6
<PAGE>
 
                               BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                               ASSOCIATION, in its individual capacity and in
                               its capacity as Advisory Agent

                               By: /s/ Ronald A. Prince     
                                   ------------------------- 
                               Name:  Ronald A. Prince      
                               Title: Vice President         


                               ABN AMRO BANK N.V.

                               By: /s/ S.L. Wimpenny
                                   -------------------------
                               Name:  S.L. Wimpenny        
                               Title: Senior Vice President 

                               By: /s/ William J. Fitzgerald       
                                   -------------------------
                               Name:  William J. Fitzgerald        
                               Title: Senior Vice President         


                               BANCA COMMERCIALE ITALIANA,
                               Chicago Branch

                               By: /s/ Julian M. Teodori              
                                   -------------------------
                               Name:  Julian M. Teodori               
                               Title: Senior Vice President & Manager  

                               By: /s/ Matthew V. Trujillo     
                                   -------------------------
                               Name:  Matthew V. Trujillo      
                               Title: Vice President            
 
                               BANCA DI ROMA, S.P.A.

                               By: /s/ Joyce Montgomery         
                                   -------------------------
                               Name:  Joyce Montgomery      
                               Title: AVP                    

                               By: /s/ Luigi Rocchi           
                                   -------------------------
                               Name:  Luigi Rocchi            
                               Title: Vice President           

                                       7
<PAGE>
 
                               BANKBOSTON, N.A.


                               By: _________________________
                               Name: 
                               Title: 



                               BANKERS TRUST COMPANY


                               By: /s/ Rosemary F. Dunne          
                                   -------------------------
                               Name:  Rosemary F. Dunne           
                               Title: Vice President               



                               THE BANK OF TOKYO-MITSUBISHI, LTD.,
                               Chicago Branch


                               By: /s/ Hajime Watanabe       
                                   -------------------------
                               Name:  Hajime Watanabe        
                               Title: Deputy General Manager  



                               BAY HARBOUR PARTNERS, LTD.


                               By: _________________________      
                               Name:   
                               Title:  


                               CIBC INC.


                               By: _________________________   
                               Name: 
                               Title: 


                               COMERICA BANK


                               By: /s/ Cynthia B. Jones     
                                   -------------------------
                               Name:  Cynthia B. Jones      
                               Title: Vice President         

                                       8
<PAGE>
 
                               CREDIT LYONNAIS Chicago Branch and
                               CREDIT LYONNAIS Cayman Island Branch

                               By: /s/ Alan Sidrane         
                                   -------------------------
                               Name:  Alan Sidrane         
                               Title: Senior Vice President 


                               DAYSTAR SPECIAL SITUATIONS FUND L.P.


                               By: ________________________
                               Name: 
                               Title: 


                               THE FIRST NATIONAL BANK OF MARYLAND


                               By: /s/ Linda J. Weinberg        
                                   ------------------------ 
                               Name:  Linda J. Weinberg         
                               Title: Vice President             


                               ING BARING (U.S.) CAPITAL CORPORATION


                               By: ________________________
                               Name: 
                               Title: 


                               ISTITUTO BANCARIO SAN PAOLO 
                               DI TORINO, S.P.A.

                               By: _________________________    
                               Name: 
                               Title: 

                                       9
<PAGE>
 
                               KREDIETBANK N.V.


                               By: /s/ Robert Snauffer       
                                   -------------------------
                               Name:  Robert Snauffer        
                               Title: Vice President          

                               By:  /s/ Tod R. Angus          
                                    ------------------------
                               Name:  Tod R. Angus            
                               Title: Vice President           


                               LOEB PARTNERS CORPORATION


                               By: /s/ Giagon B. Ving          
                                   -------------------------
                               Name:  Giagon B. Ving          
                               Title: AVP                     


                               THE LONG-TERM CREDIT BANK OF JAPAN, 
                               LTD.

                               By: /s/ Armund J. Schoen, Jr.     
                                   -------------------------
                               Name:  Armund J. Schoen, Jr.      
                               Title: Senior Vice President       


                               MERRILL LYNCH, PIERCE, FENNER & SMITH 
                               INCORPORATED


                               By: /s/ Neil Brisson              
                                   -------------------------
                               Name:  Neil Brisson               
                               Title: Director                    


                               NATIONSBANK, N.A.


                               By: /s/ Charles A. Kerr     
                                   -------------------------
                               Name:  Charles A. Kerr      
                               Title: Senior Vice President 

                                       10
<PAGE>
 
                               THE NORTHERN TRUST COMPANY


                               By: _________________________ 
                               Name: 
                               Title: 


                               PNC BANK, NATIONAL ASSOCIATION

                               By: _________________________   
                               Name: 
                               Title: 


                               THE SAKURA BANK, LTD.


                               By: /s/ Yukiharu Sakumoto   
                                  --------------------------
                               Name:  Yukiharu Sakumoto    
                               Title: Joint General Manager 
 

                               SWISS BANK CORPORATION

                               By: /s/ David C. Hemingway              
                                   -------------------------          
                               Name:  David C. Hemingway               
                               Title: Director - Global Project Finance 


                               By: /s/ William A. Roche            
                                   -------------------------
                               Name:  William A. Roche             
                               Title: Director - Restructuring      


                               UNION BANK OF CALIFORNIA, N.A.


                               By: _________________________  
                               Name: 
                               Title: 

                                       11
<PAGE>
 
                               UNION BANK OF SWITZERLAND


                               By: /s/ G. Christian Ullrich   
                                   -------------------------
                               Name:  G. Christian Ullrich    
                               Title: Managing Director        

                               By: /s/ M. Terri Reilly       
                                   -------------------------
                               Name:  M. Terri Reilly    
                               Title: Assistant Treasurer 


                               U.S. BANK NATIONAL ASSOCIATION


                               By: /s/ Jack L. Quitmeyer     
                                   -------------------------
                               Name:  Jack L. Quitmeyer      
                               Title: Vice President          


                               WELLS FARGO BANK, N.A.


                               By: _________________________  
                               Name: 
                               Title: 

                                       12
<PAGE>
 
                                                                       EXHIBIT L
                                                                       ---------


                           ASSIGNMENT AND ACCEPTANCE
                           -------------------------


          Reference is made to the Long Term Credit Agreement, dated as of
September 15, 1994 (herein, as heretofore amended, modified or supplemented,
called the "Credit Agreement") among Montgomery Ward & Co., Incorporated, an
Illinois corporation (the "Company") and the Banks and Agents parties thereto.
Terms used but not otherwise defined herein are used herein as defined in the
Credit Agreement.

          _________________________________________ (the "Assignor") and
_____________________________ (the "Assignee") hereby agree as follows:

          1.   The Assignee hereby purchases and assumes from the Assignor, and
the Assignor hereby sells and assigns and delegates to the Assignee, without
recourse and without representation or warranty except as specifically set forth
in paragraph 2 below, an interest (the "Assigned Interest") in and to all of the
Assignor's rights, benefits and obligations under the Credit Agreement,
including, without limitation, rights of setoff pursuant to Section 8.3 of the
Credit Agreement, and obligations to share pursuant to Section 8.2 of the Credit
Agreement and under the Revolving Note, if any, held by the Assignor. The
Assigned Interest is a percentage equal to the total principal amount of the
Loans assigned to the Assignee pursuant hereto divided by the total principal
amount of all of the Loans owing to the Assignor on the date hereof as recorded
on the Master Register (without giving effect to any other assignments made on
the date hereof). The total principal amount of Loans being assigned to the
Assignee pursuant hereto is $_____.

          2.   (a)  The Assignor represents and warrants that the Assignor shall
               provide written notice of the name and address of the Assignee to
               the Company (with a copy to the Administrative Agent) shall
               deliver to the Company a copy of this Assignment duly executed
               and shall deliver to the Administrative Agent evidence of such
               deliveries to the Company.

               (b)  The Assignor represents and warrants that it is the legal
               and beneficial owner of the Assigned Interest and that such
               interest is free and clear of any adverse claim.

               (c)  The Assignee acknowledges and agrees that neither the
               Assignor nor any Agent nor any other Bank makes any
               representation or warranty or assumes any responsibility with
               respect to any statements, warranties or representations made in
               or in connection with the Credit Agreement or any other
               instrument or document furnished pursuant thereto or the
               execution, legality, validity, enforceability, genuineness,
               sufficiency or value of the Credit Agreement or any other
               instrument or document furnished pursuant thereto.

                                       1
<PAGE>
 
               (d)  The Assignee acknowledges and agrees that neither the
               Assignor nor any Agent nor any other Bank makes any
               representation or warranty or assumes any responsibility with
               respect to the financial condition or creditworthiness of the
               Company or the performance or observance by the Company of any of
               its obligations under the Credit Agreement or any other
               instrument or document furnished pursuant thereto.  The Assignee
               acknowledges and agrees that (i) the Assignee has made and will
               continue to make such inquiries and has taken and will continue
               to take such care on its own behalf as would have been the case
               had it made Loans directly to the Company without the
               intervention of the Assignor, any Agent or any other Person, and
               (ii) the Assignee has made and will continue to make its own
               credit analysis and decisions relating to the Credit Agreement
               independently and without reliance upon the Assignor, any Agent
               or any other Person, and based on such documents and information
               as it has deemed appropriate.

               (e)  No Negotiated Loans are currently owing to the Assignor.

               (f)  The Assignor represents and warrants that it has advised the
               Assignee that the Company is not obligated to execute any
               replacement Notes and will add a legend to any of its Notes which
               evidence all or part of the Loans assigned to the effect that the
               rights thereunder have been assigned.

               (g)  If the Assignor is assigning all of its Loans, it represents
               and warrants that it has paid in full all amounts owing by the
               Assignor under the Credit Agreement for which no reserve has been
               established.

          3.   Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered for acceptance to the
Administrative Agent Att: D. Norman Gillespie by telecopier at (212) 225-5205 or
such other number as may be provided by the Administrative Agent. At such time,
the parties shall also (a) deliver to the Administrative Agent a written
representation and warranty from the Assignee as to whether the Assignee is a
Non-United States Person and if it is a Non-United States Person the Assignee
shall also deliver to the Administrative Agent a written representation and
warranty substantially similar to that contained in Section 8.4(b) of the Credit
Agreement, (b) if required pursuant to Section 15.4(b)(v) of the Credit
Agreement, wire transfer to the Administrative Agent a processing and
recordation fee of $3,500 and (c) wire transfer to the Administrative Agent an
amount equal to all amounts owing by the Assignor under the Credit Agreement for
which no reserve has been established.

          4.   The effective date for this Assignment and Acceptance shall
be __________(the "Assignment Date")./1/

          5.   Upon such acceptance by the Administrative Agent, as of the
Assignment Date,



---------------------
/1/ To be completed by the Administrative Agent after compliance by the parties
with paragraph 3.

                                       2
               
<PAGE>
 
               (a)  the Assignee shall, in addition to any rights, benefits and
               obligations under the Credit Agreement held by it immediately
               prior to the Assignment Date, have the rights, benefits and
               obligations under the Credit Agreement that have been assigned to
               it pursuant to this Assignment and Acceptance, and

               (b)  the Assignor shall, to the extent provided in this
               Assignment and Acceptance, relinquish its rights and benefits and
               be released from its obligations under the Credit Agreement,
               except that the Assignor shall remain entitled to the rights and
               benefits arising under Sections 6, 8.4, 9 and 15.6 of the Credit
               Agreement, and shall remain liable with respect to any of its
               obligations arising under Sections 6.9, 8.4(c), 14.2 and 15.5 of
               the Credit Agreement, with respect to any matters arising prior
               to the Assignment Date.

          6.   Upon such acceptance by the Administrative Agent, from and after
the Assignment Date, the Administrative Agent shall make all payments under the
Credit Agreement and the Revolving Note in respect of the Assigned Interest
(including, without limitation, all payments of principal, interest and
commitment and other fees with respect thereto) to the Assignee. The Assignor
and the Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and the Revolving Note, for periods prior to (and, if agreed
to, in the case of commitment fees or interest, after) the Assignment Date
directly between themselves.

          7.   This Assignment and Acceptance may be executed by telecopier and
in any number of counterparts, each of which when so executed and delivered,
shall be an original, but all which together shall constitute one agreement
binding all of the parties hereto.

          8.   This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of Illinois without regard
to conflict of laws principles.

                                  ASSIGNOR:

                                  ______________________________________________

                                  By:    _______________________________________
                                  Name:  _______________________________________
                                  Title: _______________________________________

                                  Copies of all notices, etc. should be sent to:
 
                                  ______________________________________________
                                  ______________________________________________
                                  ______________________________________________
                                  Telecopier No.: ______________________________
                                  ASSIGNEE:

                                  ______________________________________________

                                  By:    _______________________________________
                                  Name:  _______________________________________
                                  Title: _______________________________________

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<PAGE>
 
                                  Copies of all notices, etc. should be sent to:
 
                                  ______________________________________________
                                  ______________________________________________
                                  ______________________________________________
                                  Telecopier No.: ______________________________


Accepted this _____ day
of __________, 1998
 
THE BANK OF NOVA SCOTIA, as
Administrative Agent


By:    _________________________
Name:  _________________________
Title: _________________________

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