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                                                                    EXHIBIT 4.3

                   FIRST AMENDMENT TO INTERCREDITOR AGREEMENT


         THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (the "Amendment") dated
as of May 31, 1998, by and among THE PROVIDENT BANK, an Ohio banking
corporation, as Agent ("Provident"), and RELIANCE TRUST COMPANY, a financial
institution organized under the laws of the State of Georgia ("Trustee"), in its
capacity as Trustee for the holders of certain Fixed Rate Class A Secured Notes
Due July 31, 2000 (the "Notes").

                              W I T N E S S E T H:

         WHEREAS, Provident and the Trustee are parties to a certain
Intercreditor Agreement dated as of October 2, 1995 (the "Intercreditor
Agreement"); all terms used herein without definition shall have the meaning
ascribed to such terms in the Intercreditor Agreement;

         WHEREAS, pursuant to the Intercreditor Agreement, Provident and the
Trustee have agreed as to the relative priorities of their respective security
deeds, liens and security interests in the assets of AMC, Inc. securing the
respective obligations of AMC, Inc. to Provident and the Trustee.

         WHEREAS, the Trustee and Provident wish to enter into this Amendment to
memorialize their agreement as to certain changes in the terms and conditions of
the Intercreditor Agreement; and

         WHEREAS, the requisite holders of 51% in principal amount of the
outstanding Notes have consented in writing to the execution and delivery of
this Amendment.

         NOW, THEREFORE, for and in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

         1. The Intercreditor Agreement is hereby amended by deleting Section
4.2(a) in its entirety and inserting the following in lieu thereof:

                  "The Credit Agent and the Lenders may at any time, and from
                  time to time, in their sole discretion, and without any
                  obligation to give any notice or receive any consent from the
                  Trustee or any Securityholders, change the manner, place or
                  terms of payment, or change or extend the time of payment of,
                  or renew, alter, refinance, increase or add to the Revolving
                  Obligations or obtain, release, or dispose of any collateral
                  therefore, or amend or supplement in any manner the Revolver
                  Loan Agreement, the Loan Documents, or any other agreements or
                  instruments evidencing, securing, or relating to the Revolving
                  Obligations and this Agreement shall




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                  continue in full force and effect with respect to all such
                  Revolving Obligations; provided, however that (i) the Credit
                  Agent shall comply with all applicable provisions of this
                  Agreement in respect thereof, and (ii) the aggregate principal
                  amount of the Revolving Obligations shall not exceed
                  $20,000,000.00.

         2. Except as expressly amended and modified herein, all terms and
covenants and provisions of the Intercreditor Agreement shall remain unaltered
and in full force and effect, and the parties hereto do expressly ratify and
confirm the Intercreditor Agreement as modified herein. All future references to
the Intercreditor Agreement shall be deemed to refer to the Intercreditor
Agreement as amended hereby.

         3. This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, successors, successors-in-titles, and
assigns.

         4. This Amendment shall be governed by and construed in accordance with
the laws of the State of Georgia, notwithstanding any principles regarding
conflicts of laws thereof.

         5. This Amendment sets forth the entire understanding of the parties
with respect to the matters set forth herein, and shall supersede any prior
negotiations or agreements, whether written or oral, with respect thereto.

         6. This Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their authorized officers as of the date first above written.

                                    THE PROVIDENT BANK, as Credit Agent

                                    By:  /s/ Eric Jeffries
                                       ----------------------------------------
                                       Name: Eric Jeffries
                                            -----------------------------------
                                       Title:  Vice President
                                             ----------------------------------


                                    RELIANCE TRUST COMPANY, as Trustee

                                    By:  /s/ E. Fannin
                                       ----------------------------------------
                                        Name:  Esther P. Fannin
                                             ----------------------------------
                                        Title:  Senior Vice President
                                              ---------------------------------

                                    Attest:  /s/ Richard M. Jaegle
                                           ------------------------------------
                                        Name:  Richard M. Jaegle
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------

                                                 [CORPORATE SEAL]

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