EXHIBIT 4.1
                                                                    -----------


                                 AMENDMENT NO. 3
                  TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

        This Amendment No. 3 (this  "Amendment"),  dated as of January 21, 2000,
to the Note Purchase and Private Shelf  Agreement dated as of July 10, 1996 (the
"Original  Agreement") is entered into between TBC  Corporation  (the "Company")
and The Prudential Insurance Company of America ("Prudential").

                                    RECITALS

        WHEREAS, Prudential and the Company are parties to the Original
Agreement;

        WHEREAS, the Original Agreement has been amended by
Amendment No. 1 ("Amendment No. 1"), dated as of September 20, 1996,
and by Letter Amendment No. 2 to Note Purchase and Private Shelf
Agreement, dated October 28, 1998 (the Original Agreement, as so amended,
being referred to as the "Existing Agreement");

        WHEREAS,  the Company desires to enter into a Credit  Agreement,  (as in
effect on the date  hereof  (except as  otherwise  specified  herein),  the "New
Credit  Agreement") to be dated on or about January 21, 2000, among the Company,
First Tennessee Bank National  Association,  as  Administrative  Agent,  and the
lenders party thereto;

        WHEREAS,  the  Company  has  requested  that  Prudential  agree to amend
various provisions of the Existing Agreement to enable the Company to enter into
the New Credit  Agreement  and  Prudential  is willing to do so on the terms and
conditions  (including,  without  limitation,  the  amendments  to the  Existing
Agreement) set forth in this Amendment  (the Existing  Agreement,  as amended by
this Amendment, is referred to as the "Agreement"); and

        WHEREAS, terms used and not defined herein have the respective
meanings ascribed thereto in the Agreement;

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

                                         AGREEMENT

    1.       Amendments to Existing Agreement.         The Existing Agreement
is hereby amended as follows:



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                  (a)      Change in Control.     A new paragraph 4H is added to
                           the Existing Agreement to read as follows:

                       4H.          Change in Control Prepayment.

                 (i) Notice of Change in Control or Control  Event.  The Company
           will,  within three Business Days after any  Responsible  Officer has
           knowledge  of the  occurrence  of any  Change in  Control  or Control
           Event, give written notice of such Change in Control or Control Event
           (including a description of the terms thereof in sufficient detail to
           enable a holder of Notes to  evaluate  the  merits  thereof)  to each
           holder of Notes  unless  notice in respect of such  Change in Control
           (or the Change in Control  contemplated  by such Control Event) shall
           have been given pursuant to paragraph  4H(ii). If a Change in Control
           has occurred,  such notice shall  contain and  constitute an offer to
           prepay  Notes  as  described  in  paragraph   4H(iii)  and  shall  be
           accompanied by the certificate described in paragraph 4H(vii).

                 (ii)       Condition to Company  Action.  The Company  will not
           take any action  that consummates  or finalizes a  Change in  Control
           unless

                            (A) at least 30 days  prior to such  action it shall
                 have given to each holder of Notes written notice  (including a
                 description   of  the  terms  of  such  Change  in  Control  in
                 sufficient  detail to enable a holder of Notes to evaluate  the
                 merits thereof)  containing and constituting an offer to prepay
                 Notes as  described in paragraph  4H(iii),  accompanied  by the
                 certificate described in paragraph 4H(vii), and

                            (B)    contemporaneously    with   consummating   or
                 finalizing the Change in Control, it prepays all Notes required
                 to be prepaid in accordance with this paragraph 4H.

                 (iii)  Offer  to  Prepay  Notes.  The  offer  to  prepay  Notes
           contemplated  by  paragraph  4H(i) and  paragraph  4H(ii) shall be an
           offer to prepay, in accordance with and subject to this paragraph 4H,
           all,  but not less than all,  the Notes held by each  holder (in this
           case only,  "holder" in respect of any Note registered in the name of
           a nominee for a disclosed beneficial owner shall mean such beneficial
           owner) on a date  specified in such offer (the  "Proposed  Prepayment
           Date").  If such Proposed  Prepayment  Date is in connection  with an
           offer  contemplated by paragraph  4H(i),  such date shall be not less
           than 30 days and not more than 60 days after  the date of such  offer
           (if the

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Proposed  Prepayment  Date shall not be  specified  in such offer,  the Proposed
Prepayment Date shall be the 30th day after the date of such offer).

           (iv)  Acceptance.  A holder of Notes may  accept  the offer to prepay
made pursuant to this paragraph 4H by causing a notice of such  acceptance to be
delivered to the Company at least 5 days prior to the Proposed  Prepayment Date.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to
this  paragraph 4H shall be deemed to  constitute an acceptance of such offer by
such holder.

           (v)  Prepayment.  Prepayment  of the Notes to be prepaid  pursuant to
this paragraph 4H shall be at 100% of the principal  amount of such Notes,  plus
the Yield-Maintenance  Amount determined for the date of prepayment with respect
to such  principal  amount,  together with interest on such Notes accrued to the
date of prepayment.  On the Business Day preceding the date of  prepayment,  the
Company shall deliver to each holder of Notes being prepaid a statement  showing
the Yield-Maintenance  Amount due in connection with such prepayment and setting
forth the details of the  computation of such amount.  The  prepayment  shall be
made on the Proposed Prepayment Date except as provided in paragraph 4H(vi).

           (vi)  Deferral of  Obligation  to  Purchase.  The  obligation  of the
Company to prepay  Notes  pursuant  to the offers  accepted in  accordance  with
paragraph  4H(iv) is  subject  to the  occurrence  of the  Change in  Control in
respect of which such offers and acceptances  shall have been made. In the event
that such Change in Control does not occur on or before the Proposed  Prepayment
Date in respect  thereof,  the  prepayment  shall be deferred until and shall be
made on the date on which such Change in Control occurs.  The Company shall keep
each holder of Notes reasonably and timely informed of

                 (A) any such deferral of the date of prepayment,

                 (B) the date on which such Change in Control and the prepayment
           are expected to occur, and

                 (C) any  determination  by the Company  that  efforts to effect
           such Change in Control have ceased or been  abandoned  (in which case
           the offers and  acceptances  made  pursuant to this  paragraph  4H in
           respect of such Change in Control shall be deemed rescinded).

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<PAGE>







           Notwithstanding  the  foregoing,  in the  event  that any  Change  in
           Control  does not  occur  within  ninety  (90)  days of the  Proposed
           Prepayment  Date in respect  thereof,  any holder of Notes may,  upon
           written  notice to the Company,  rescind its  acceptance  of an offer
           made  pursuant  to this  paragraph  4H in respect  of such  Change in
           Control.

                 (vii)    Officer's Certificate.  Each offer to prepay the Notes
                          ---------------------
           pursuant to this paragraph 4H shall be accompanied by a certificate,
           executed by a Responsible Officer of the Company and dated the date
           of such offer, specifying:

                            (A) the Proposed Prepayment Date;

                            (B) that such offer is made pursuant to this
                 paragraph 4H;

                            (C) the principal amount of each Note offered to be
                 prepaid;

                            (D) the  last  date  upon  which  the  offer  can be
                 accepted or rejected,  and setting  forth the  consequences  of
                 failing to provide an acceptance  or rejection,  as provided in
                 paragraph 4H(iv);

                            (E) the estimated  Yield-Maintenance Amount, if any,
                 due in connection  with such  prepayment  (calculated as if the
                 date of such notice were the date of the  prepayment),  setting
                 forth the details of such computation;

                            (F) the interest that would be due on each Note
                 offered to be prepaid, accrued to the Proposed Prepayment Date;

                            (G) that the conditions of this paragraph 4H have
                 been fulfilled; and

                            (H) in  reasonable  detail,  the  nature and date or
                 proposed date of the Change in Control.

                 (viii) The amount of each payment of the principal of the Notes
           made  pursuant  to this  paragraph  4H shall be applied  against  and
           reduce each of the then remaining  principal payments due pursuant to
           paragraph 4A by a percentage equal to the aggregate  principal amount
           of the Notes so paid divided by the aggregate principal amount of the
           Notes outstanding immediately prior to such payment.

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                  (b)      Leverage Ratio.        A new paragraph 6F is added to
         the Existing Agreement to read as follows:

                           6F. Maximum Leverage Ratio. The Company will not per-
                  mit the Leverage Ratio to  be greater than 3.5 to 1 as of  the
                  end of any Fiscal Quarter. "Leverage Ratio" at  any time means
                  the ratio of the daily average outstanding principal amount of
                  Consolidated  Funded  Indebtedness  for each of the four  most
                  recent Fiscal Quarters to the aggregate EBITDA for each of the
                  four most recent  Fiscal  Quarters.  All defined  terms in the
                  preceding   sentence  and  all  defined   terms  used  in  the
                  definitions of such defined terms have the respective meanings
                  ascribed thereto in the New Credit Agreement, all of which are
                  incorporated herein in their entirety.

                  (c)      Investments.  Paragraph 6B(3)(i) of the Existing
         Agreement is hereby amended and restated in its entirety as follows:

                           (i)      (A) loans or advances to any wholly-owned
                  Subsidiary or to the Company and (B) Permitted Subsidiary
                  Guarantees and Guarantees arising in connection with
                  Synthetic Leases;

                  (d)      New Lending Facilities.         Paragraph 6D of the
         Existing Agreement is hereby amended and restated in its entirety as
         follows:

                           6D. New Lending  Facilities.  The  Company  covenants
                  that,  after the date hereof,  it will not enter into any long
                  term or revolving credit facility (a "New Credit Facility") in
                  replacement  of the New Credit  Agreement,  unless the form of
                  the agreement  governing any such New Credit  Facility and all
                  instruments  evidencing any Indebtedness  incurred thereunder,
                  are  in  form  and  substance  satisfactory  to  the  Required
                  Holders.  In  addition  to the  restriction  contained  in the
                  immediately preceding sentence,  the Company further covenants
                  that the Company will cause (a) each Subsidiary, if any, which
                  guarantees  the  Debt of the  Company  under  any  New  Credit
                  Facility  to execute and deliver to  Prudential  a  Subsidiary
                  Guarantee,  together with such  officers'  certificates,  good
                  standing  certificates and opinions of counsel as the Required
                  Holders may reasonably request, and (b) the lenders thereunder
                  to  execute  and   deliver  to  Prudential  a  fully  executed
                  Sharing Agreement between Prudential and such lenders.

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                  (e)      Revised Definitions.  The defined terms "Current
         Debt," "Current Liabilities," and "Funded Debt" in paragraph 10B are
         hereby amended and restated in their entirety as follows:

                           "Current  Debt"  shall  mean,  with  respect  to  any
                  Person,  all  Indebtedness  of such Person for borrowed  money
                  which  by its  terms  or by the  terms  of any  instrument  or
                  agreement  relating  thereto  matures  on demand or within one
                  year  from the date of the  creation  thereof,  provided  that
                  Indebtedness for money borrowed  outstanding under a revolving
                  credit or  similar  agreement  which  obligates  the lender or
                  lenders to extend  credit  over a period of more than one year
                  shall constitute Funded Debt and not Current Debt, even though
                  such Indebtedness by its terms matures on demand or within one
                  year from the date of the creation thereof.

                           "Current Liabilities" shall mean the aggregate amount
                  carried as current liabilities on the books of the Company and
                  its   Subsidiaries,   on  a   consolidated   basis  and  after
                  eliminating  all  inter-company   items,  in  accordance  with
                  generally accepted accounting principles.

                           "Funded  Debt" shall mean with respect to any Person,
                  all  Indebtedness  of such Person which by its terms or by the
                  terms of any instrument or agreement relating thereto matures,
                  or which is  otherwise  payable or unpaid,  more than one year
                  from, or is directly or indirectly  renewable or extendible at
                  the  option  of  the  debtor  to a date  more  than  one  year
                  (including an option of the debtor under a revolving credit or
                  similar  agreement  obligating the lender or lenders to extend
                  credit over a period of more than one year) from,  the date of
                  the creation thereof.

                  (f)      New Definitions.      The following defined terms are
         added to paragraph 10B of the Existing Agreement in their proper
         alphabetical order:

                            "Change in  Control"  means (a) the  acquisition  of
                 ownership,  directly or indirectly,  beneficially or of record,
                 by any Person or group  (within the  meaning of the  Securities
                 Exchange  Act of  1934  and the  rules  of the  Securities  and
                 Exchange Commission thereunder as in effect on the date hereof)
                 of shares  representing  more than 20% of the aggregate
                 ordinary voting


                                            -16-


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                 power represented by the issued and  outstanding  capital stock
                 of the  company;  (b)  occupation  of a  majority  of the seats
                 (other  than  vacant seats)  on  the board of directors of  the
                 Company  by Persons  who  were  neither (i)  nominated  by  the
                 board of  directors  of  the  Company  nor  (ii)  appointed  by
                 directors  so  nominated;  or (c) the  acquisition of direct or
                 indirect Control of the Company by any Person or group.

                            "Control"   means  the   possession,   directly   or
                 indirectly,  of the power to direct or cause the  direction  of
                 management or policies of a Person, whether through the ability
                 to  exercise   voting   power,   by   contract  or   otherwise.
                 "Controlling"  and  "Controlled"   have  meanings   correlative
                 thereto.

                             "Control Event" means:

                                  (a) the  execution  by  the Company or  any of
                            its  Subsidiaries  of any  agreement  or  letter  of
                            intent with respect to any proposed  transaction  or
                            event or series  of  transactions  or events  which,
                            individually or in the aggregate,  may reasonably be
                            expected to result in a Change in Control;

                                  (b) the execution of any written agreement
                            which, when fully performed by the parties thereto,
                            would result in a Change in Control; or

                                  (c) the commencement (as defined in Regulation
                           14D of the  Securities  Exchange  Act of  1934)  of a
                           tender  offer by any  Person or group (as such  terms
                           are defined in the definition of "Change in Control")
                           to the  holders of the Voting  Stock of the  Company,
                           which offer,  if accepted by the requisite  number of
                           holders, would result in a Change in Control.

                           "New Credit Agreement" means the Credit Agreement (as
                  in effect on January 21, 2000) to be dated on or about January
                  21, 2000,  among the Company,  First  Tennessee  Bank National
                  Association,  as  Administrative  Agent, and the lenders party
                  thereto.

                  (g)      Definition of "Total Priority Debt".The definition of
         "Total Priority Debt" in  paragraph 10B of the  Existing  Agreement  is
         hereby amended  by replacing  the last sentence of such definition with
         the following:

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                           "Notwithstanding the foregoing, "Total Priority Debt"
                           shall  not  include  Contingent  Obligations  of  the
                           Company arising in connection  with Synthetic  Leases
                           or Permitted Subsidiary Guarantees."

                  (h)      Defined Term "Credit Agreement".    Each reference to
         the defined term "Credit Agreement" in the Existing Agreement is
         hereby amended to read "New Credit Agreement".

                  (i)      Paragraph 6B(2)(v).       Paragraph 6B(2)(v) of the
         Existing Agreement is hereby amended to read in its entirety as
         follows:

                           "(v)  Guarantees arising in connection with Synthetic
                           Leases and Permitted Subsidiary Guarantees."

                  (j)  Incorporation by Reference.  Article VI of the New Credit
         Agreement,  other than Section 6.10 thereof,  is hereby incorporated by
         reference into paragraph 6 of the Existing Agreement, together with the
         definitions  of  all  terms  used  therein  and  all  other  provisions
         necessary to interpret such Article;  provided,  however,  that, to the
         extent that the  parties to the New Credit  Agreement  amend,  waive or
         otherwise   modify  such   Article  (or  such   definitions   or  other
         provisions),  such  amendments,  waivers or other  modifications  shall
         apply to such  Article (or such  definitions  or other  provisions)  as
         incorporated into the Existing  Agreement,  effective as of the date of
         effectiveness  under the New Credit  Agreement,  without any consent or
         other action on the part of the holders of the Notes. For the avoidance
         of doubt,

                           (i) the  foregoing  sentence  shall  apply to any new
                  covenant or other provision which is added to such Article VI,
                  and  to  any  covenant  or  other  provision  similar  to  the
                  covenants  and other  provisions  of such  Article VI which is
                  added  to any  other  Article  or  section  of the New  Credit
                  Agreement  (and,  for  purposes of this  paragraph  (j),  such
                  covenant or other provision shall be deemed to be part of such
                  Article VI);

                           (ii) the  proviso  to the  foregoing  sentence  shall
                  apply  regardless  of  whether or not a Default or an Event of
                  Default shall exist at the time any such amendment,  waiver or
                  other modification shall become effective; and

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                           (iii) if the Required Holders shall declare the Notes
                  to be due and  payable  as a result  of an  Event  of  Default
                  arising  from a breach of any  covenant or other  provision of
                  such Article VI as  incorporated  into the Existing  Agreement
                  prior to the  effectiveness of any amendment,  waiver or other
                  modification of or to such covenant or other  provision,  such
                  declaration  shall  remain  in effect  regardless  of any such
                  subsequent amendment, waiver or other modification.

         If any one or more lenders under the New Credit  Agreement  receive any
         fee,  equity  securities  or  other  compensation  or  remuneration  in
         consideration  of any amendment,  waiver or other  modification to such
         Article VI,  Prudential shall  simultaneously  receive such fee, equity
         securities or other  compensation or remuneration in an amount which is
         proportional  to the  outstanding  amount of the Notes  relative to the
         aggregate commitments of such lenders under the New Credit Agreement.

         2.         Waivers  Relating  to Current  Ratio.  Any  Default or Event
of Default arising from the Company's failure to comply with  paragraph 6A(1) of
the Existing  Agreement at any time from July 1, 1999 to and including the  date
this  Amendment shall  become  effective is  hereby  waived.  In  addition,  the
Company's  obligation  to comply with paragraph 6A(1) of the Existing  Agreement
at any time on or after the date this  Amendment shall become  effective  to and
including March 30, 2001 is hereby waived. For the avoidance of doubt, paragraph
6A(1) of the Existing Agreement shall become effective March 31, 2001.

          3.       Consent Regarding Subordination Agreement and
Subsidiary Guarantees.

                  (a) Subsidiary Guarantees.  Pursuant to Amendment No. 1, Big O
         and TBC International,  Inc.  ("International")  (among others) entered
         into  a  Continuing  Guaranty,  dated  September  20,  1996  (the  "Old
         Guaranty").   In  connection   with  the  execution   hereof,   Big  O,
         International and certain other Subsidiaries are entering into separate
         Guaranties (the "New Guaranties"),  dated on or about January 21, 1999,
         pursuant to which they are  guaranteeing the obligations of the Company
         under the Notes, the Agreement and the New Credit Agreement. Prudential
         acknowledges  and agrees  that the New  Guarantees  amend,  restate and
         replace the Old Guaranty with respect to Big O and International.

                  (b) Subordination  Agreement.  The last  sentence of paragraph
         6B(3)  of   the   Existing   Agreement   prohibits  Subsidiaries   from


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          making  loans  or  advances  to  the  Company  except  pursuant  to  a
          subordination  agreement  in form and  substance  satisfactory  to the
          Required   Holders.   Section  2.1  of  Amendment  No.  1  sets  forth
          Prudential's consent to a form of subordination  agreement attached as
          Exhibit A to Amendment No. 1 with respect to certain  receivables owed
          by the Company to its  Subsidiaries.  Section 4 of the New  Guaranties
          contains, among other things,  subordination arrangements with respect
          to  indebtedness  of the Company  owing to the  Subsidiaries  that are
          parties to the New  Guaranties.  Prudential  hereby  acknowledges  and
          agrees that the  subordination  arrangements  in such Section 4 amend,
          restate and replace such  subordination  agreement and are in form and
          substance satisfactory to it for purposes of such paragraph 6B(3).

           4.      Conditions to Effectiveness.      This Amendment shall become
effective upon satisfaction of the following conditions:

                  (a)      Opinion.    Prudential shall have received an opinion
         of Thompson Hine & Flory LLP, counsel for the Company, dated the
         date hereof, regarding:

                           (i)   the  due incorporation  and  valid existence of
                  the Company and each of TBC International, Inc.,  Big O Tires,
                  Inc.,  and  Carroll's,  Inc.   (collectively,  the  "Specified
                  Subsidiaries");

                           (ii)  the  corporate  power  and  authority  of  the
                  Company to execute this Amendment and of each of the Specified
                  Subsidiaries  to  execute  the  Subsidiary  Guarantee  to  be
                  executed by it;

                           (iii) the taking of all necessary corporate action by
                  the Company and each  Specified  Subsidiary  to authorize  the
                  execution and delivery of this  Agreement,  in the case of the
                  Company, and the Subsidiary Guarantee to be executed by it, in
                  the case of each Specified Subsidiary;

                           (iv) the  absence of any  conflicts  between (A) this
                  Amendment, the Agreement and the Subsidiary Guarantees and (B)
                  the New Credit  Agreement or any other agreement known to such
                  firm for money  borrowed to which the Company or any Specified
                  Subsidiary  is a party,  or any  guarantee  known to such firm
                  issued to the lenders  under the New Credit  Agreement  or any
                  such other agreement; and

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                           (v)   the  absence of any  requirement to obtain  any
                  approval  of, or to make any  filing  with,  any  governmental
                  authority  in  connection  with the  execution,  delivery  and
                  performance of this Amendment and the Subsidiary Guarantees.

                  (b)      Subsidiary Guarantees.          Prudential shall have
         received Subsidiary Guarantees executed by each of the Specified
         Subsidiaries, Big O Retail Enterprises, Inc., Big O Development, Inc.,
         and Big O Tire of Idaho, Inc.

                  (c)      Sharing Agreement. All lending  institutions party to
         the New  Credit  Agreement shall have  executed and delivered  (in each
         capacity in which it is a party to the New Credit Agreement) an amended
         and restated sharing agreement in the form of Exhibit A hereto.

                  (d)      New Credit Agreement.  The New Credit Agreement,
         in the form previously certified by the Company to Prudential, shall
         have been executed and delivered by all parties thereto.

                  (e)      Counsel  Fees.   The  Company  shall  have  paid  the
         fees  and  expenses  of  Bingham   Dana  LLP  in  connection  with  the
         preparation, negotiation, execution and delivery of this Amendment.

         5.       Company  Representations. The Company represents and  warrants
to Prudential  that each of its representations and warranties in the New Credit
Agreement  is true and correct as of the date hereof.  In addition,  the Company
represents and warrants that no Default or Event of Default  exists  immediately
prior to the  effectiveness  hereof (except as indicated in Section 2 hereof) or
will exist immediately after giving effect hereto.

         6.       Governing Law.   This Amendment shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the internal laws of the State of New York.

         7.       Effect of Amendment.   On and after the effective date of this
Amendment, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," or words of like import, and each reference in the
Notes to "the Agreement," "thereunder," "thereof," or words of like import,
shall mean the Existing Agreement as amended by this Amendment.  Except as


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expressly  provided   herein,  the  Existing  Agreement  shall  remain  in  full
force and effect and is in all respects  ratified and confirmed.  This Amendment
shall not operate as a waiver of any  Prudential's  rights,  powers or remedies,
nor constitute a waiver of any provision of the Agreement.

         8.       Counterparts.    This Amendment may  be  executed  in  two  or
more counterparts, each of which shall be deemed  an  original, and it shall not
be  necessary  in  making proof  of  this  Amendment to  produce or  account for
more than one such counterpart.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their  respective  officers as of the date and year first above
written.

                                            TBC CORPORATION

                                            /s/ Ronald E. McCollough
                                            ------------------------
                                            Name:  Ronald E. McCollough
                                            Title:   Executive Vice President,
                                                     Chief Financial Officer and
                                                     Treasurer

                                            THE PRUDENTIAL INSURANCE
                                            COMPANY OF AMERICA

                                            /s/ Billy B. Greer
                                            ------------------
                                            Name:  Billy B. Greer
                                            Title:   Vice President















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                                SHARING AGREEMENT
                                -----------------

         This  SHARING   AGREEMENT,   dated  as   of  January   21,  2000  (this
"Agreement"),  is entered  into by and between  First  Tennessee  Bank  National
Association,  as Administrative Agent, and the other lenders that are parties to
the Credit Agreement  referred to below (herein sometimes called,  collectively,
the "Banks" and individually a "Bank"),  and THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA  ("Prudential" or the  "Noteholder";  the Banks and the Noteholder being
herein sometimes  collectively  called the "Lenders" and  individually  called a
"Lender"),

                              W I T N E S S E T H:

         WHEREAS, TBC CORPORATION,  a Delaware corporation (the "Company"),  and
the Banks have entered into a certain Credit Agreement,  dated as of January 21,
2000 (as  amended  from time to time,  being  herein  referred to as the "Credit
Agreement"),  pursuant to which,  among other  things,  the Banks agreed to make
certain loans to the Company;

         WHEREAS,  the  Company  and  Prudential  entered  into a  certain  Note
Purchase and Private  Shelf  Agreement  dated as of July 10, 1995, as amended by
Amendment  No. 1 dated as of September  20, 1996,  as further  amended by Letter
Amendment No. 2 dated October 28, 1998, and as further  amended by Amendment No.
3 dated as of January  21,  2000 (as  amended  from time to time,  being  herein
referred to as the "Note  Agreement"),  pursuant to which the Company issued and
Prudential  purchased the Company's (a) 7.55% Series A Senior Notes due July 10,
2003 (the  "Series A Notes"),  (b) 7.87% Series B Senior Notes due July 10, 2005
(the  "Series B Notes"),  (c) 8.06% Series C Senior Notes due July 10, 2008 (the
"Series C Notes") and, from time to time on the terms and  conditions  set forth
in the Note  Agreement,  (d) the Shelf Notes (as defined in the Note  Agreement;
the Series A Notes,  the Series B Notes,  the Series C Notes and the Shelf Notes
are collectively referred to herein as the "Senior Notes"; the Credit Agreement,
the Note Agreement and the Senior Notes are  collectively  referred to herein as
the "Company Loan Documents");

         WHEREAS,  under  applicable law and the terms of the Credit  Agreement,
the Banks are entitled to set-off,  appropriate and apply any deposits  (general
or special, time or demand,  provisional or final) and any other indebtedness at
any time held or owing by a Bank to or for the credit or account of the Company,
against and on account of liabilities of the Company under the Credit Agreement,
pursuant  to law  and the  terms  of the  Credit  Agreement  (collectively,  the
"Set-Off Rights");

        WHEREAS,  the  obligations  of the Company under the Note Agreement and
the Senior Notes are intended to be pari passu with  obligations  of the Company
under the Credit Agreement; and

                                      -23-


<PAGE>



         WHEREAS,  the Lenders have agreed to enter into this Agreement so as to
evidence the agreement  among the Lenders with respect to certain  payments that
may be received by the Lenders pursuant to Set-Off Rights;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein contained, the Lenders hereby agree as follows:

         1. If any Lender shall obtain any payment or other recovery pursuant to
Set-Off  Rights in  excess of its  Proportionate  Share  (as  defined  below) of
payments then or thereafter  obtained by all Lenders with respect to any Set-Off
Rights, such Lender shall purchase from the other Lenders such  participation(s)
in the  indebtedness  of the Company held by such other Lenders  pursuant to the
Company Loan Documents as shall be necessary to cause such purchasing  Lender to
share such payment or other recovery  ratably,  based on  Proportionate  Shares,
with such selling Lenders; provided, however, that if all or any portion of such
payment or other recovery is thereafter  recovered from such purchasing  Lender,
the purchase  shall be  rescinded,  and each  selling  Lender shall repay to the
purchasing  Lender the purchase price, to the ratable extent of such recovery in
proportion  to the amount  received by such  selling  Lender,  together  with an
amount equal to such selling Lender's ratable share (according to the proportion
of (x) the amount of such selling Lender's required  repayment to the purchasing
Lender to (y) the total amount so recovered from the  purchasing  Lender) of any
interest or other amount paid or payable by the purchasing  Lender in respect of
the total amount so recovered.

         The term "Proportionate  Share", as used herein, shall mean at any time
for each Lender a fraction (a) the numerator of which is the aggregate principal
amount  of the  indebtedness  of the  Company  held by such  Lender at such time
pursuant to the Company Loan  Documents and (b) the  denominator of which is the
aggregate  principal  amount  of the  indebtedness  of the  Company  held by all
Lenders at such time pursuant to the Company Loan Documents.

         2. The Company,  by signing a copy of this Agreement,  agrees that each
Lender so purchasing a  participation  from another Lender pursuant to Section 1
hereof may, to the fullest extent  permitted by law,  exercise all its rights of
payment (including rights of setoff) with respect to such participation as fully
as if such Lender were the direct  creditor of the Company in the amount of such
participation.

         3. If under any applicable bankruptcy, insolvency or other similar law,
any Lender possesses a secured claim, or receives a  secured claim  in  lieu  of
a setoff  to which Section 1 or 2 hereof  applies,  such  Lender shall  exercise
its rights in  respect of such  secured  claim in a manner  consistent  with the
rights of the other Lenders in accordance with Section 1 hereof.

                                      -24-


<PAGE>




         4. This  Agreement  shall in all  respects be a  continuing,  absolute,
unconditional  and  irrevocable  agreement,  and shall  remain in full force and
effect  until all  obligations  of the  Company to the  Lenders  shall have been
satisfied  in full and all  obligations  of all  Lenders  to the  other  Lenders
hereunder  shall have been  satisfied  in full.  Each  Leader  agrees  that this
Agreement  shall continue to be effective or be reinstated,  as the case may be,
if at any time any  payment (in whole or in part) of any of the  obligations  of
the Company is rescinded or must  otherwise be restored by any Lender,  upon the
insolvency,  bankruptcy or reorganization of the Company or otherwise, as though
such payment had not been made.

         5. This  Agreement  shall be binding upon,  and inure to the benefit of
and be  enforceable  by,  the  Lenders,  each of  their  respective  successors,
transferees and assigns and each person or entity that purchases a participation
in the  indebtedness  of the  Company  held by a Lender.  Without  limiting  the
generality  of the  foregoing  sentence,  any  Lender  may  assign or  otherwise
transfer (in whole or in part) to any other person or entity the  obligations of
the Company to such Lender  under any of the Company  Loan  Documents,  and such
other  person or entity  shall  thereupon  become  vested  with all  rights  and
benefits, and become subject to all the obligations,  in respect thereof granted
to or imposed upon such Lender under this Agreement.

         6. None of the provisions of this Agreement  shall inure to the benefit
of the Company or,  except as  provided  in Section 5 hereof,  any other  person
other than the Lenders;  consequently, the Company and any and all other persons
shall not be  entitled  to rely upon,  or to raise as a  defense,  in any manner
whatsoever,  the  provisions  of this  Agreement or the failure of any Lender to
comply with such provisions.

         7. No amendment to or waiver of any  provision of this  Agreement,  nor
consent to any departure by any Leader herefrom, shall in any event be effective
unless the same shall be in writing and signed by all the Lenders, and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given.

         8. All notices and  other  communications  provided to any Lender under
this Agreement shall be in writing or by facsimile and addressed,  delivered  or
transmitted  to such Lender at its address or  facsimile  number set forth below
its  signature  hereto or at such other  address or  facsimile  number as may be
designated  by such  Lender in a notice to the other  Lenders.  Any  notice,  if
mailed and properly  addressed with postage prepaid or if properly addressed and
sent by pre-paid  courier  service,  shall be deemed  given when  received;  any
notice,  if transmitted by facsimile,  shall be deemed given when transmitted if
actually  received,   and  the  burden  of  proving  receipt  shall  be  on  the
transmitting Lender.

                                      -25-


<PAGE>





         9. No  failure  or delay on the part of any  Lender in  exercising  any
power or right under this Agreement shall operate as a waiver thereof, nor shall
any single or partial  exercise of any such power or right preclude any other or
further  exercise  thereof  or the  exercise  of any other  power or right.  The
remedies  herein  provided  are  cumulative  and not  exclusive  of any remedies
provided by law.

         10.  Whenever  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 to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Agreement.

         11. THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT  CONSTITUTES THE
ENTIRE  UNDERSTANDING  BETWEEN  THE PARTIES  HERETO WITH  RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

         12. This Agreement may be separately  executed in  counterparts  and by
the different  parties  hereto in separate  counterparts,  each of which when so
executed shall be deemed to constitute one and the same Agreement.

         13. The parties hereto that were parties to the Sharing  Agreement (the
"Original  Sharing  Agreement"),  dated as of September  20,  1996,  relating to
certain  obligations of the Company,  acknowledge  and agree that this Agreement
shall be deemed to amend,  restate and replace the Original Sharing Agreement as
to them.

                      [Signatures appear on the next page.]

                                      -26-


<PAGE>







         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written by their duly authorized officers.

                                            FIRST TENNESSEE BANK

                                            NATIONAL ASSOCIATION, individually
                                            and as Administrative Agent

                                            By:
                                                  Name:  Timothy J. Miller
                                                  Title:  Vice President

                                            Address:
                                            165 Madison Avenue
                                            Memphis, Tennessee  38103
                                            Attention:  Timothy J. Miller
                                            Vice President
                                            (901) 523-4108 phone
                                            (901) 523-4267 fax

                                            THE CHASE MANHATTAN BANK
                                            By:
                                                  Name:  Benedict A. Smith
                                                  Title:  Vice President

                                            Address:
                                            One Chase Square, 9th Floor
                                            Rochester, New York 14643
                                            Attention:  Benedict A. Smith

                                            (716) 258-5669 phone
                                            (716) 258-4258 fax

                    [Signatures continued on the next page.]

                                      -27-


<PAGE>





                                            FIRST UNION NATIONAL BANK
                                            By:
                                                     Name:  Kathleen L. Nelson
                                                     Title:  Vice President

                                            Address:
                                            150 Fourth Avenue North, Suite 200
                                            Nashville, Tennessee 37219
                                            Attention:  Kathleen L. Nelson

                                            (615) 251-9212 phone
                                            (615) 251-0894 fax

                                            SUNTRUST BANK, NASHVILLE, N.A.
                                            By:
                                                     Name:  Renee D. Drake
                                                     Title:  Vice President

                                            Address:
                                            6410 Poplar Avenue, Suite 320
                                            Memphis, Tennessee  38119
                                            Attention:  Renee Drake
                                            Vice President
                                            (901) 762-9868 phone
                                            (901) 766-7565 fax

                                            THE PRUDENTIAL INSURANCE
                                            COMPANY OF AMERICA
                                            By:
                                                     Name:  Billy B. Greer
                                                     Title:  Vice President

                                            Address:
                                            c/o Prudential Capital Group
                                            Two Ravinia Drive, Suite 1400
                                            Atlanta, GA  30346
                                            Attention:  Managing Director
                                            (770) 395-8424 phone
                                            (770) 395-8421 fax


                                      -28-


<PAGE>




                              CONSENT AND AGREEMENT
                              ---------------------

         Each  of the  undersigned  hereby  consents  to the  provisions  of the
foregoing Agreement and the transactions  contemplated  thereby and specifically
agrees to the  provisions  of Sections 1 and 2 of the Agreement  (including  the
provisions  regarding the right of setoff).  Each of the  undersigned  agrees to
notify each Lender  promptly  of any  payment  to, or setoff or  obtaining  of a
secured claim by, the other Lenders contemplated by the foregoing Agreement.

         Dated:  January 21, 2000

                                  TBC CORPORATION
                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President, Chief
                                           Financial Officer and Treasurer

                                  BIG O TIRES, INC.
                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President

                                  TBC INTERNATIONAL, INC.

                                  By:

                                           Ronald E. McCollough,
                                           Executive Vice President

                                  CARROLL'S, INC.
                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President



                                      -29-


<PAGE>




                                  BIG O RETAIL ENTERPRISES, INC.
                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President


                                  BIG O DEVELOPMENT, INC.


                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President

                                  BIG O TIRE OF IDAHO, INC.
                                  By:
                                           Ronald E. McCollough,
                                           Executive Vice President




























                                      -30-


<PAGE>