<PAGE>   1
                                                                 EXHIBIT 4.14(b)


                     AMENDED AND RESTATED SECURITY AGREEMENT


         THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 16,
2000 (this "Agreement"), is made by GAYLORD RECEIVABLES CORPORATION, a Delaware
corporation ("GRC"), in favor of LASALLE BANK NATIONAL ASSOCIATION,
as the collateral agent (together with any successor(s) thereto, the "Collateral
Agent") for each of the holders of Secured Obligations (as defined below).

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

         WHEREAS, pursuant to an Amended and Restated Revolving Credit
Agreement, dated as of August 16, 2000 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), among GRC, the various financial institutions (individually a
"Lender" and collectively the "Lenders") as are, or may from time to time
become, parties thereto, Bankers Trust Company, as facility agent (together with
any successor(s) thereto, the "Facility Agent") and the Collateral Agent, the
Lenders have extended a Revolving Commitment to make Revolving Loans to GRC;

         WHEREAS, the Credit Agreement amends and restates the Revolving Credit
Agreement, dated as of September 24, 1993 (the "Existing Credit Agreement"),
among GRC, certain lenders and Harris Trust and Savings Bank ("Harris"), as the
facility agent and the collateral agent thereunder, and certain loans made under
the Existing Credit Agreement remain outstanding under the Credit Agreement;

         WHEREAS, the obligations of GRC under the Existing Credit Agreement and
certain other obligations were secured pursuant to a Security Agreement, dated
as of September 24, 1993 (the "Existing Security Agreement"), between GRC and
Harris, as Collateral Agent;

         WHEREAS, GRC desires to amend and restate the Existing Security
Agreement so as to name a new Collateral Agent, permit the substitution of
certain items of collateral and provide a continuation of liens to secure the
Credit Agreement;

         NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Lenders to make
Revolving Loans to GRC pursuant to the Credit Agreement, GRC agrees, for the
benefit of the Collateral Agent and each Lender Party, as follows:


                                         Amended and Restated Security Agreement



                                       1
<PAGE>   2
                                   ARTICLE I.
                                   DEFINITIONS

         SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall have the following meanings unless a clear contrary intention appears
(such definitions to be equally applicable to the singular and plural forms
thereof):

         "Agreement" is defined in the preamble.

         "Backup Collateral" means all Receivables, all Related Assets, the
Seller Transaction Documents, all funds in the Trust Accounts (as each such term
is defined in the Pooling and Servicing Agreement), and all other assets
described as having been conveyed to the Trust under Section 2.01 of the Pooling
and Servicing Agreement; provided, however, that it is understood and agreed
that it is the intent of all parties that all of such assets be transferred to
the Trustee under the Pooling and Servicing Agreement, and that nothing in this
Agreement should impair any right or remedy the Trustee may have in or with
respect to such assets, and that except for the provisions of Article II (for
the purposes of Article II, such assets shall at all times be Backup Collateral)
such assets shall not be Backup Collateral and the provisions of this Agreement
(other than those of Article II) will not apply to such assets; provided,
further, that if (notwithstanding such intent) the Trust purported to be created
by the Pooling and Servicing Agreement is not respected by a court of competent
jurisdiction and/or GRC and not the Trustee is determined to have retained its
interest in such assets, such assets shall be Backup Collateral for all purposes
of this Agreement and shall be subject to all of the terms and provisions of
this Agreement, including the security interest created by this Agreement.

         "Collateral" is defined in Section 2.1.

         "Collateral Agent" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

         "Existing Credit Agreement" is defined in the second recital.

         "Existing Security Agreement" is defined in the third recital.

         "Facility Agent" is defined in the first recital.

         "GRC" is defined in the preamble.

         "Lender" or "Lenders" is defined in the first recital.

         "Lender Party" means, as the context may require, any Lender or the
Facility Agent and each of their respective successors, transferees and assigns.

         "Secured Obligations" is defined in Section 2.2.


                                         Amended and Restated Security Agreement


                                        2

<PAGE>   3
         "Series 2000-1 A-RI Certificate" means the trust certificate issued
pursuant to the Series 2000-1 A-RI Supplemental Issuance Agreement.

         "Trustee" means Manufacturers and Traders Trust Company as the trustee
under the Pooling and Servicing Agreement and the Series 2000-1 A-RI
Supplemental Issuance Agreement, and its successor in such capacity.

         "U.C.C." means the Uniform Commercial Code as in effect in the State of
New York.

         SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, capitalized terms used in this
Agreement, including its preamble and recitals, have the meanings provided in
the Credit Agreement. Without limiting the foregoing, it is understood and
agreed that the term "Transaction Documents" includes this Agreement, the Credit
Agreement and the Revolving Notes.

         SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Agreement, including its preamble and recitals, with such
meanings.

         SECTION 1.4. Amendment and Restatement. This Agreement amends and
restates the Existing Security Agreement. By executing and delivering this
Agreement, GRC does not intend to cancel, release or in any way impair any
security interest or lien granted under the Existing Security Agreement or any
indebtedness secured thereby, except that it is understood and agreed that the
Series 1993-1 A-RI Certificate pledged pursuant to the Existing Security
Agreement will be released in exchange for the grant of a security interest in
the Series 2000-1 A-RI Certificate. All references in any Transaction Documents
or any other instrument or document to the Existing Security Agreement which
shall be deemed to include reference to this Agreement. All other security
interests and liens granted pursuant to the Existing Security Agreement are
hereby ratified and confirmed.

                                   ARTICLE II.
                                SECURITY INTEREST

         SECTION 2.1. Grant of Security Interest. To secure the due and punctual
payment and performance of all Secured Obligations, GRC hereby pledges,
hypothecates, assigns, charges, mortgages, delivers, and transfers to the
Collateral Agent, for its benefit and the ratable benefit of the Lender Parties,
and hereby grants to the Collateral Agent, for its benefit and the ratable
benefit of the Lender Parties, a continuing first priority security interest in,
all of the following property (collectively, the "Collateral"):

                  (a) the Series 2000-1 A-RI Certificate, all Distributions and
all related accounts, general intangibles and other rights with respect to the
Series 2000-1 A-RI Certificate, now existing or hereafter arising or acquired;


                                         Amended and Restated Security Agreement


                                        3

<PAGE>   4
                  (b) all other property hereafter delivered to the Collateral
Agent in exchange or substitution for, or in addition to any of the foregoing,
and all certificates or instruments, if any, representing or evidencing such
other property;

                  (c) all of GRC's right, title and interest (if any) in the
Backup Collateral; and

                  (d) any and all proceeds and products of and from any and all
of the foregoing.

         SECTION 2.2. Security for Obligations. This Agreement secures the
payment in full of all Obligations, whether for principal, interest, costs,
fees, expenses, or otherwise (all such obligations being the "Secured
Obligations").

         SECTION 2.3. Continuing Security Interest. This Agreement shall create
a continuing security interest in the Collateral and shall

                  (a) remain in full force and effect until payment in full of
all Secured Obligations other than contingent Obligations which survive the
termination of the Credit Agreement pursuant to Section 11.03 thereof and the
termination of the Revolving Commitment,

                  (b) be binding upon GRC and its successors, transferees and
assigns, and

                  (c) inure, together with the rights and remedies of the
Collateral Agent hereunder, to the benefit of the Collateral Agent and each
Lender Party and their respective successors and assigns.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in whole or in part) any Revolving Note or Revolving Loan held by it
to any other Person or entity, and such other Person or entity shall thereupon
become vested with all the rights and benefits in respect thereof granted to
such Lender under any Transaction Document (including this Agreement) or
otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of Section 11.04 of the Credit Agreement. Upon
the payment in full of all Secured Obligations (other than the Obligations which
survive the termination of the Credit Agreement pursuant to Section 11.03
thereof) and the termination of the Revolving Commitment, the security interest
granted herein shall terminate and all rights to the Collateral shall revert to
GRC. Upon any such termination, the Collateral Agent will, at GRC's sole
expense, deliver to GRC, without any representations, warranties or recourse of
any kind whatsoever (except for a representation that the Collateral Agent has
not transferred the Collateral (by way of sale, assignment, pledge or otherwise)
to a third party), all certificates and instruments representing or evidencing
all Collateral held by the Collateral Agent hereunder, if any, and execute and
deliver to GRC such documents as GRC shall reasonably request to evidence such
termination.


                                         Amended and Restated Security Agreement


                                        4

<PAGE>   5
                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1. Representations and Warranties. In addition to all the
representations and warranties of GRC in the Pooling and Servicing Agreement
which GRC hereby confirms, GRC represents and warrants to the Collateral Agent
that:

                  (a) No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is on file in any
public office, except such as may have been filed in favor of the Collateral
Agent relating to this Agreement;

                  (b) GRC is and will be the lawful owner of all Collateral,
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest hereunder, GRC has full power and authority to execute
this Agreement and perform its obligations hereunder, and to subject the
Collateral to the security interest hereunder, and GRC has furnished to the
Collateral Agent an acknowledgment of the Trustee of the security interest
granted pursuant to this Agreement (a copy of which has been delivered to the
Trustee);

                  (c) GRC has furnished to the Collateral Agent a true and
correct copy of the Series 2000-1 A-RI Supplemental Issuance Agreement, which
constitutes the valid, binding and enforceable obligation of all parties
thereto, set forth the entire agreement of the parties thereto with respect to
the subject matter thereof, have not been further amended or modified and remain
in full force and effect;

                  (d) The Receivables Purchase Agreement and the Pooling and
Servicing Agreement constitute the valid, binding and enforceable obligation of
all parties thereto, set forth the entire agreement of the parties thereto with
respect to the subject matter thereof, have not been further amended or modified
and remain in full force and effect;

                  (e) None of the Collateral is represented by a certificate of
interest or similar instrument, except the Series 2000-1 A-RI Certificate which
has been delivered to the Collateral Agent (and GRC hereby covenants and agrees
that any such certificates or instruments hereafter received by GRC with respect
to any of the Collateral will be promptly delivered to the Collateral Agent);

                  (f) The address of the location of the records of GRC
concerning the Collateral and the address of GRC's chief executive office are as
set forth on Schedule I hereto;


                                         Amended and Restated Security Agreement


                                        5

<PAGE>   6
                  (g) This Agreement creates a valid first-priority security
interest in the Collateral, securing the payment of the Secured Obligations,
and, after the Collateral Agent takes possession of the Series 2000-1 A-RI
Certificate, and assuming that such possession is maintained, all filings and
other actions necessary to perfect and protect such security interest shall have
been duly taken; and

                  (h) Except as contemplated in clause (g) of this Section, no
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required either:

                  (i) for the grant by GRC of the security interest granted
hereby or for the execution, delivery and performance of this Agreement by GRC,
or

                  (ii) for the perfection of or the exercise by the Collateral
Agent of its rights and remedies hereunder.

                                   ARTICLE IV.
                              VOTING; DISTRIBUTIONS

         SECTION 4.1. Voting Rights; Distributions, Etc. GRC agrees:

                  (a) The Collateral Agent shall be entitled to receive all
distributions and other payments made with respect to the Collateral and all
proceeds of the Collateral, all of which shall be transferred to the Collateral
Agent for application against the Secured Obligations in accordance with the
Credit Agreement; and

                  (b) The Collateral Agent shall exercise, at the direction of
the percentage of the Lenders required in each case by Section 9.03 the Credit
Agreement (to the exclusion of GRC) the voting power and all other incidental
rights of ownership with respect to any Collateral and GRC hereby grants the
Collateral Agent an irrevocable proxy to vote with respect to the Collateral;
and GRC shall promptly deliver to the Collateral Agent such additional proxies
and other documents as may be necessary to allow the Collateral Agent to
exercise such voting power.

                                   ARTICLE V.
                       UNDERTAKINGS AND AGREEMENTS OF GRC

         SECTION 5.1.  Perfection Covenants.  GRC will:

                  (a) Upon the request of the Collateral Agent, execute such
financing statements and other documents (and pay the cost of filing or
recording the same) and do such other acts and things, as may be necessary (or
as the Collateral Agent may from time to time reasonably request) to establish
and maintain a valid, perfected first-priority pledge of, and security interest
in, the Collateral (including delivery of any instruments or certificates
evidencing Collateral) (free of all other Liens, claims and rights of third
parties whatsoever) to secure the payment and performance of the Secured
Obligations;

                  (b)  Notify the Trustee of the existence of this Agreement;

                  (c) Keep, at its addresses so indicated on Schedule I hereto,
(i) its chief executive office, and (ii) all its records concerning the
Collateral, which records will be of such character as will


                                         Amended and Restated Security Agreement


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<PAGE>   7



enable the Collateral Agent or its designees to determine at any time the status
thereof, provided that upon not less than 30 days' prior written notice given by
GRC to the Collateral Agent and S&P, GRC may amend such Schedule I to add or
delete any address so long as it shall take all actions required under Section
5.2 with respect to such change of address; and

                  (d) Not change its name, identity or corporate structure in
any manner which might make any financing or continuation statement filed
hereunder seriously misleading within the meaning of Section 9-402(7) of the
U.C.C. (or any other applicable provision of the U.C.C.) unless 30 days' prior
to such change, it notifies the Collateral Agent and S&P of such change, and
takes all action necessary or reasonably requested by the Collateral Agent to
amend such financing or continuation statement so that it is not seriously
misleading.

         SECTION 5.2. Protect Collateral; Further Assurances, etc. GRC will not
sell, assign, transfer, pledge, or encumber in any other manner the Collateral
(except in favor of the Collateral Agent hereunder). GRC will warrant and defend
the right and title herein granted unto the Collateral Agent in and to the
Collateral (and all right, title, and interest represented by the Collateral)
against the claims and demands of all Persons whomsoever. GRC agrees that at any
time, and from time to time, at its expense, GRC will promptly execute and
deliver all further instruments, and take all further action, that may be
necessary, or that the Collateral Agent may reasonably request, in order to
perfect and protect any security interest granted or purported to be granted
hereby or to enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral.

                                   ARTICLE VI.
                              THE COLLATERAL AGENT

         SECTION 6.1. Collateral Agent Appointed Attorney-in-Fact. GRC hereby
irrevocably appoints the Collateral Agent as its attorney-in-fact, with full
authority in the place and stead of GRC and in the name of GRC or otherwise,
from time to time in the Collateral Agent's discretion, to (after the occurrence
and during the continuance of an Actionable Event) take any action and to
execute any instrument which the Collateral Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including without
limitation:

                  (a) to ask, demand, collect, sue for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;

                  (b) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a) above;
and

                  (c) to file any claims or take any action or institute any
proceedings which the Collateral Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of the
Collateral Agent with respect to any of the Collateral.


                                         Amended and Restated Security Agreement


                                        7

<PAGE>   8
GRC hereby acknowledges, consents and agrees that the power of attorney granted
pursuant to this Section is irrevocable and coupled with an interest.

         SECTION 6.2. Limited Duties of Collateral Agent. The powers conferred
on the Collateral Agent hereunder are solely to protect its interest (on behalf
of the Lender Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it with respect to
a sale pursuant to Section 7.1, the Collateral Agent shall have no duty as to
any Collateral or responsibility for (a) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not the Collateral Agent has or is deemed
to have knowledge of such matters, or (b) taking any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral.

                                  ARTICLE VII.
                                    REMEDIES

         SECTION 7.1. Remedies. If: (i) the Secured Obligations have not been
paid in full on the Stated Maturity Date, or (ii) an Actionable Event or a
Liquidation Event has occurred and is continuing:

                  (a) The Collateral Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the U.C.C. (whether or not the U.C.C. applies to the affected
Collateral) or other laws, and also may, without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Collateral Agent's offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the
Collateral Agent may deem commercially reasonable or the Majority Lenders shall
direct. GRC agrees that, to the extent notice of sale shall be required by law,
at least ten days' prior notice to GRC of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
Notwithstanding the foregoing, the Collateral Agent may not sell, assign or
otherwise transfer any part of the Collateral unless (1) the net proceeds of
such sale, assignment, or other transfer would be sufficient to repay in full
the Secured Obligations, or (2) all Lenders approve such sale, assignment or
transfer in writing.

                  (b) The Collateral Agent may:

                  (i) transfer all or any part of the Collateral into the name
         of the Collateral Agent or its nominee, with or without disclosing that
         such Collateral is subject to the lien and security interest hereunder,


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                                        8

<PAGE>   9

                  (ii) enforce collection of any of the Collateral by suit or
         otherwise, and surrender, release or exchange all or any part thereof,
         or compromise or extend or renew for any period (whether or not longer
         than the original period) any obligations of any nature of any party
         with respect thereto,

                  (iii) endorse any checks, drafts, or other writings in GRC's
         name to allow collection of the Collateral,

                  (iv) in addition to the extent it is already authorized to do
         so) take control of any proceeds of the Collateral, and

                  (v) execute (in the name, place and stead of GRC)
         endorsements, assignments and other instruments of conveyance or
         transfer with respect to all or any of the Collateral.

         SECTION 7.2. Certain Restrictions on Backup Collateral. In the event
that the conditions in the definition of Backup Collateral are satisfied so that
the assets purported to be transferred to the Trustee under the Pooling and
Servicing Agreement are included in Collateral for all purposes, no holder of
the Secured Obligations shall be entitled to receive proceeds of the Backup
Collateral in excess of the amount such Person would have received under the
allocation provisions of the Pooling and Servicing Agreement and the Series
2000-1 A-RI Supplemental Issuance Agreement, and the Collateral Agent shall
release such excess to the Person who would have been entitled to such amounts
under the Pooling and Servicing Agreement.

                  (b) If at any time there are more than one Series of Investor
Certificates outstanding, the Collateral Agent shall negotiate in good faith the
terms of an intercreditor agreement with the representative of such other Series
in respect of the exercise of rights and remedies against the Backup Collateral.

         SECTION 7.3. Compliance with Restrictions. GRC agrees that in any sale
of any of the Collateral pursuant to Section 7.1, the Collateral Agent is hereby
authorized to comply with any limitation or restriction in connection with such
sale as it may be advised by counsel is necessary in order to avoid any
violation of applicable law (including compliance with such procedures as may
restrict the number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications, and restrict
such prospective bidders and purchasers to persons who will represent and agree
that they are purchasing for their own account for investment and not with a
view to the distribution or resale of such Collateral), or in order to obtain
any required approval of the sale or of the purchaser by any governmental
regulatory authority or official, and GRC further agrees that such compliance
shall not result in such sale being considered or deemed not to have been made
in a commercially reasonable manner, nor shall the Collateral Agent be liable
nor accountable to GRC for any discount allowed by the reason of the fact that
such Collateral is sold in compliance with any such limitation or restriction.

         SECTION 7.4. Application of Proceeds. All cash proceeds received by the
Collateral Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the



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<PAGE>   10
Collateral shall be transferred to the Facility Agent for application against
the Secured Obligations in accordance with the terms of the Credit Agreement.

         SECTION 7.5. Indemnity and Expenses. Subject to Section 4.04 of the
Credit Agreement, GRC agrees to indemnify and hold harmless the Collateral Agent
as provided in Section 11.03 of the Credit Agreement.

                                 ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS

         SECTION 8.1. Transaction Document. This Agreement is a Transaction
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.

         SECTION 8.2. Amendments, Etc. No amendment to or waiver of any
provision of this Agreement nor consent to any departure by GRC herefrom shall
in any event be effective unless the same shall be in writing and signed by the
Collateral Agent and the Collateral Agent shall have received either (i) the
prior written consent of all Lenders or (ii) written confirmation from S&P that
such event will not cause the rating then currently assigned on the Series
2000-1 A-RI Certificate to be reduced or withdrawn; and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it is given.

         SECTION 8.3. Protection of Collateral. The Collateral Agent may from
time to time, at its option, perform any act which GRC agrees hereunder to
perform and which GRC shall fail to perform within a reasonable time after being
requested in writing so to perform (it being understood that no such request
need be given after the occurrence and during the continuance of an Actionable
Event) and the Collateral Agent may from time to time take any other action
which the Collateral Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein. All reasonable expenses of the Collateral Agent incurred in connection
with performing any act described in the previous sentence shall be payable by
GRC in accordance with Section 7.5.

         SECTION 8.4. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing or by facsimile and,
if to GRC, mailed or delivered or transmitted to GRC at the address or facsimile
number set forth below its signature hereto, if to the Collateral Agent, mailed
or delivered or transmitted to it, addressed to it at the address or facsimile
number of the Collateral Agent specified in the Credit Agreement or, as to
either party, at such other address as shall be designated by such party in a
written notice to each other party complying as to delivery with the terms of
this Section. All such notices and other communications if mailed and properly
addressed with postage prepaid or if properly addressed and sent by prepaid
courier service, shall be deemed given when received; any notice, if transmitted
by facsimile, shall be deemed given when transmitted, and shall also be
confirmed by delivery of an original of such notice promptly after the giving of
such notice.


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<PAGE>   11
         SECTION 8.5. Captions. Section captions used in this Agreement are for
convenience of reference only, and shall not affect the construction of this
Agreement.

         SECTION 8.6. Severability. Wherever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such provision shall be ineffective as to such
jurisdiction to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         SECTION 8.7. Governing Law, Entire Agreement, Etc. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

         SECTION 8.8. Survival. The indemnification obligations of GRC under
Section 7.5 shall survive for a period of three years after the termination of
the Trust pursuant to Section 12.01 of the Pooling and Servicing Agreement.


                            [SIGNATURE PAGES FOLLOW]



                                         Amended and Restated Security Agreement



                                       11

<PAGE>   12



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.


                                       GAYLORD RECEIVABLES CORPORATION



                                       By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                       Address:    Gaylord Receivables
                                                   Corporation
                                                   1013 Centre Road, Suite 350
                                                   Wilmington, DE  19805
                                       Attention:  Catherine A. Curran,
                                                   Treasurer and Assistant
                                                   Secretary
                                       Telephone:  (302) 636-5400
                                       Facsimile:  (302) 636-5454

                                       with a copy to:

                                       Gaylord Receivables Corporation
                                       500 Lake Cook Road
                                       Suite 400
                                       Deerfield, Illinois 60015
                                       Attention:  Catherine A. Curran,
                                                   Treasurer and Assistant
                                                   Secretary
                                       Telephone:  (847) 405-5614
                                       Facsimile:  (847) 405-5586

                                       and with a copy to:

                                       Kirkland & Ellis
                                       200 East Randolph Drive
                                       Chicago, Illinois  60601
                                       Attention:  Jeffrey S. O'Connor
                                       Telephone:  (312) 861-2000
                                       Facsimile:  (312) 861-2200





                                         Amended and Restated Security Agreement


                                       12

<PAGE>   13




                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as the Collateral Agent


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       Address:       135 South LaSalle Street
                                                      Suite 208:
                                                      Chicago, IL 60603
                                       Attention:     Donna N.  Smith
                                       Telephone No.: (312) 904-1426
                                       Facsimile No.: (312) 904-0522


                                         Amended and Restated Security Agreement



                                       13

<PAGE>   14


                                   SCHEDULE I


1.     The Location of the Records Concerning the Collateral:

       1013 Centre Road, Suite 350
       Wilmington, Delaware  19805

       500 Lake Cook Road
       Suite 400
       Deerfield, Illinois  60015

2.     Address of GRC's
       Chief Executive Office
       1013 Centre Road, Suite 350
       Wilmington, Delaware  19805



                                         Amended and Restated Security Agreement