<PAGE>
 
                                                                  10(I)(I)(7)


                FIFTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT

          This Fifth Amendment to Short 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 Short Term Credit Agreement, dated as of
September 15, 1994 (as amended, supplemented or otherwise modified, the "Short
                                                                         -----
Term Credit Agreement"); capitalized terms used herein and not otherwise defined
---------------------
shall have the meanings assigned to them in the Short Term Credit Agreement; and

          WHEREAS, the parties hereto desire to amend certain provisions of the
Short 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 Short Term Credit Agreement.  Effective as of the 
               ----------------------------------------                  
date hereof and subject to Section 3 hereof, the Short 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 Short 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 Short Term Credit Agreement that an
assignor Bank shall assign equal percentage amounts of its commitment under the
Short Term Credit Agreement and Long 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 Short Term Credit Agreement. Upon the
          ----------------------------------------------------------
effectiveness of this Amendment, on and after the date hereof, each reference in
the Short Term Agreement to "this Agreement," "hereunder," "hereof," "herein"
and words of like import, shall mean and be a reference to the Short Term Credit
Agreement as amended hereby. Except as specifically amended or waived hereby,
all of the terms and provisions of the Short 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

                            BANKBOSTON, N.A.

                            By:   _____________________________________________
                            Name:  
                            Title:

                            BANKERS TRUST COMPANY

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

                                       7
<PAGE>
 
                            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

                            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:

                                       8
<PAGE>
 
                            THE FIRST NATIONAL BANK OF MARYLAND
                                                          
                            By:    /s/ Linda J. Weinberg
                                   ---------------------------------------------
                            Name:  Linda J. Weinberg
                            Title: Vice President

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

                            By:     ____________________________________________
                            Name:  
                            Title:

                            THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
                            
                            By:    /s/ Armand J. Schoen, Jr.
                                   ---------------------------------------------
                            Name:  Armand 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

                            THE NORTHERN TRUST COMPANY

                            By:    _____________________________________________
                            Name: 
                            Title:

                                       9
<PAGE>
 
                            PNC BANK, NATIONAL ASSOCIATION

                            By:    _____________________________________________
                            Name:  
                            Title:

                            THE SAKURA BANK, LTD.

                            By:    /s/ Yukinaru Sakumoto
                                   ---------------------------------------------
                            Name:  Yukinaru 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:

                            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

                                       10
<PAGE>
 
                            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:

                            THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                            CHICAGO BRANCH

                            By:    /s/ Walter Wolff
                                   ---------------------------------------------
                            Name:  Walter Wolff
                            Title: Senior Vice President & Deputy General 
                                   Manager

                                       11
<PAGE>
 
                                                                       EXHIBIT L
                                                                       ---------

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

          Reference is made to the Short 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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