September 27, 1996


Harris Trust and Savings Banks
111 West Monroe Street
Chicago, Illinois 60690
Attention: John M. Dillon, Emerging Majors-Illinois

Caisse Nationale De Credit Agricole
Chicago Branch
55 East Monroe Street
Chicago, Illinois 60603
Attention: Lisa Markham

Banco Di Napoli SpA
New York Branch
277 Park Avenue-Ground Floor
New York, NY 10172-0002
Attention: Franco Di Mario

          Re: Gaylord Receivables Corporation - Extension of Credit Agreement
               and Amendment to Receivables Purchase Agreement

Ladies and Gentlemen:

     Reference is hereby made to that certain Revolving Credit Agreement dated 
as of September 24, 1993 among Gaylord Receivables Corporation, Various 
Financial Institutions, and Harris Trust and Savings Bank, as Facility Agent 
and as Collateral Agent (referred to herein as the "Agreement").  Capitalized 
terms not otherwise defined herein shall have the same meanings as ascribed to 
them in the Agreement.

     Please be advised that pursuant to Section 3.03(b) of the Agreement, GRC 
has notified us as the Facility Agent that GRC wishes to extend the Scheduled 
Commitment Termination Date by one year, from July 1, 1998 to July 1, 1999.

     Pursuant to Section 3.03(b) of the Agreement, we are notifying each Lender 
of this request.

     Please be further advised that Gaylord and Standard & Poors have agreed 
upon language to amend Section 8.2 of the Receivables Purchase Agreement with 
respect to "automatic termination."  A copy of this amendment is attached.  If 
you are in agreement with the request of GRC to extend the termination date and 
have no objections to the 

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amendment, please sign below and forward one original to the undersigned at 
Harris Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60690 
at your earliest convenience, but no later than October 9, 1996.  If you do not 
respond by the appointed date, your failure to act will be deemed as a refusal 
to consent as provided in Section 3.03(c) of the Agreement.

     Should you have any questions, please do not hesitate to contact the 
undersigned at (312) 461-6780.

                                   Very truly yours,

                              HARRIS TRUST AND SAVINGS BANK,
                              As Facility Agent

                              By /s/ John M. Dillon
                                ------------------------
                                    John M. Dillon
                                    Vice President


The undersigned authorized officer hereby agrees to the extension request of GRC
pursuant to Section 3.03(b) of the Agreement to extend the Scheduled Commitment 
Termination Date to July 1, 1999 and has no objection in the proposed amendment 
to the Receivables Purchase Agreement.

HARRIS TRUST AND                   CAISSE NATIONAL DE CREDIT
SAVINGS BANK                       AGRICOLE, Chicago Branch

By   /s/ John M. Dillon               By  /s/ Katherin L. Abbott   
     ------------------------             ----------------------
Its  Vice President                   Its First Vice President
     ------------------------             ----------------------
Date September 27, 1996               Date October 2, 1996
     ------------------------              ---------------------

BANCO DI NAPOLI SPA
New York Branch

By   /s/ Francesco Di Mario
     ------------------------ 
Its  Vice President
     ------------------------ 
Date October 1, 1996
     ------------------------


By   /s/ Claude P. Mapes
     ------------------------
Its  First Vice President
     ------------------------
Date October 1, 1996
     ------------------------