EXHIBIT 10.3C

                            Dated as of July 2, 1997


Great Lakes Credit Corp.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention:        Darren R. Jackson


Carson Pine Scott & Co.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention:        Charles J. Hansen, Esq.


         Re:      Third Amendment of Liquidity Agreement
                  dated as of July 22 1994 (this "Amendment")

Ladies and Gentlemen:

         Reference is hereby made to that certain Liquidity Agreement,  dated as
of July 22, 1994 (as amended,  supplemented  and otherwise  modified through the
date hereof,  the  "Liquidity  Agreement"),  among Great Lakes Credit  Corp.,  a
Delaware  corporation  (the  "Borrower"),  and ABN AMRO Bank N.V,  as agent (the
"Agent") for and on behalf of the  Lenders.  You have  requested  that the Agent
agree to amend the Liquidity  Agreement which the Agent is willing to do subject
to the terms and conditions hereof.  Terms used herein and not otherwise defined
herein which are defined in the Liquidity  Agreement shall have the same meaning
herein as defined therein.

         1.  Accordingly,  subject to the following  terms and  conditions,  the
Liquidity  Agreement shall be, and it hereby is, effective as of the date hereof
(the  "Effective  Date")  subject  to  Section 3 of this  Amendment,  amended as
follows:

                  (a) The  definition  of "Majority  Banks" in Schedule X of the
         Liquidity Agreement shall be, and hereby is, amended in its entirety to
         be and to read as follows:

                  "Majority  Banks" shall mean, at any time, Banks and B-Holders
         having in aggregate Aggregate Bank Commitments or Original  Investments
         (or, if the Commitment Termination Date has occurred,  Investments), as
         the  case  may be,  in  excess  of  sixty-six  and  two-thirds  percent
         (66-2/3%) of the Aggregate Commitment plus total Original Investment of
         all B-Holders  (or, if the  Commitment  Termination  Date has occurred,
         total  Investment of all B-Holders) then in effect or, if the Aggregate
         Commitment shall then have been terminated, such Banks and B-Holders as
         together  shall  then  own  Investments  in  excess  of  sixty-six  and
         two-thirds   percent  (66-2/3%)  of  the  Bank  Investment  plus  total
         Investment of all B-Holders at such time.

                  (b) The  definition  of "Required  Banks" in Schedule X of the
         Liquidity Agreement shall be, and hereby is, amended in its entirety to
         be and to read as follows:


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                  "Required  Banks" shall mean, at any time, Banks and B-Holders
         having in aggregate Aggregate Bank Commitments or Original  Investments
         (or, if the Commitment Termination Date has occurred,  Investments), as
         the case may be, in excess of sixty-one  percent (61%) of the Aggregate
         Commitment plus total Original  Investment of all B-Holders (or, if the
         Commitment  Termination  Date has  occurred,  total  Investment  of all
         B-Holders)  then in effect or, if the Aggregate  Commitment  shall then
         have been  terminated,  such Banks and B-Holders as together shall then
         own  Investments  in  excess  of  sixty-one  percent  (61%) of the Bank
         Investment plus total Investment of all B-Holders at such time.

         2. The Borrower represents and warrants to the Agent that:

                  (a) it is in full  compliance  with all of the material terms,
conditions and all other provisions of this Amendment,  the Liquidity  Agreement
and each of the other  Transaction  Documents,  in each case as of the Effective
Date; and

                  (b)  its  representations  and  warranties  contained  in this
Amendment,  the Liquidity Agreement and the other Transaction Documents are true
and correct in all material  respects,  in each case as though made on and as of
the Effective  Date,  except to the extent such  representations  and warranties
relate solely to an earlier date (and then as of such earlier date); and

                  (c) both before and after giving effect to this Amendment,  no
Termination Event nor Potential Termination Event has occurred and is continuing
or would result from the execution  and delivery of this  Amendment or any other
document arising in connection with or pursuant to this Amendment; and

                  (d) this  Amendment  has been duly  authorized,  executed  and
delivered on its behalf,  and each of (i) the Liquidity  Agreement,  both before
being amended and supplemented  hereby and as amended and  supplemented  hereby,
(ii) each of the other  Transaction  Documents to which it is a party and, (iii)
this Amendment,  constitutes its legal, valid and binding obligation enforceable
against it in accordance with the terms hereof or thereof.

         3. Section I of this Amendment shall become  effective only once all of
the pre-conditions set forth below in this Section 3 have been satisfied:

                  (a) the second amendment of the Transfer Agreement, the second
         amendment  of the  Security  Agreement  and the first  amendment of the
         B-Certificate,  each dated as of the date hereof,  shall be  effective;
         and

                  (b) the Agent has received, in form and substance satisfactory
         to the Agent, all documents, certificates and opinions as the Agent may
         reasonably  request and all other  matters  incident  to the  execution
         hereof are satisfactory to the Agent.

         4. The Liquidity  Agreement,  as amended and supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the other  Transaction  Documents,  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the Effective  Date, the Liquidity  Agreement  shall be deemed to be amended and
supplemented as herein provided, and, except as so amended and supplemented, the
Liquidity  Agreement,  each of the  other  Transaction  Documents  and all other
documents  executed  in  connection  therewith  shall  remain in full  force and
effect.

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         5. This Amendment may be executed in two or more counterparts,  each of
which  shall  constitute  an  original  but  both or all of  which,  when  taken
together, shall constitute but one instrument.

         Please signify your agreement and acceptance of the foregoing by 
executing this Amendment in the space provided below.

                                                   Very truly yours,

                                                   ABN AMRO BANK N.V., as Agent

                                                   By: /s/ Thomas J. Educate
                                                       -------------------------
                                                   Title: Vice President

                                                   By: /s/ Jon R. Bottorf
                                                       -------------------------
                                                   Title: Group Vice President


Accepted and Agreed to:

GREAT LAKES CREDIT CORP., as Borrower

By: /s/ Charles J. Hansen
    -------------------------
Titled: Vice President and Secretary


Consented to:

LASALLE NATIONAL BANK, as Collateral Agent

By: /s/ Brian D. Ames
    -------------------------
Title: Trust Officer