<PAGE>


                                                                     EXHIBIT 4.1
                                                                  CONFORMED COPY

--------------------------------------------------------------------------------

(JP MORGAN LOGO)


                                  $273,500,000
                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of

                                November 19, 2004

                                      among

                                 TBC CORPORATION

                                       and

                            TBC PRIVATE BRANDS, INC.,
                                  as Borrowers

                            The Lenders Party Hereto,

                         U.S. BANK NATIONAL ASSOCIATION
                             as Documentation Agent,

                                  SUNTRUST BANK
                              as Syndication Agent,

                    FIRST TENNESSEE BANK NATIONAL ASSOCIATION
                             as Administrative Agent

                                       and

                            JPMORGAN CHASE BANK, N.A.
                           as Co-Administrative Agent

                                   ----------

                           J.P. MORGAN SECURITIES INC.
                  as Sole Advisor, Lead Arranger and Bookrunner
<PAGE>
                                                                            PAGE


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                  <C>
ARTICLE I Definitions ...............................................................................   2

     SECTION 1.01.   Defined Terms ..................................................................   2
     SECTION 1.02.   Classification of Loans and Borrowings .........................................  22
     SECTION 1.03.   Terms Generally ................................................................  22
     SECTION 1.04.   Accounting Terms; GAAP .........................................................  22

ARTICLE II The Credits ..............................................................................  23

     SECTION 2.01.   Revolving and Term Loan Commitments ............................................  23
     SECTION 2.02.   Loans and Borrowings ...........................................................  23
     SECTION 2.03.   Requests for Borrowings ........................................................  25
     SECTION 2.04.   Swingline Loans ................................................................  26
     SECTION 2.05.   Letters of Credit ..............................................................  27
     SECTION 2.06.   Funding of Borrowings ..........................................................  31
     SECTION 2.07.   Interest Elections .............................................................  31
     SECTION 2.08.   Termination and Reduction of Revolving Credit Commitments ......................  33
     SECTION 2.09.   Repayment of Loans; Evidence of Debt ...........................................  33
     SECTION 2.10.   Prepayment of Loans ............................................................  36
     SECTION 2.11.   Fees ...........................................................................  37
     SECTION 2.12.   Interest .......................................................................  38
     SECTION 2.13.   Alternate Rate of Interest .....................................................  39
     SECTION 2.14.   Increased Costs ................................................................  40
     SECTION 2.15.   Break Funding Payments .........................................................  41
     SECTION 2.16.   Taxes ..........................................................................  41
     SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs ....................  42
     SECTION 2.18.   Mitigation Obligations; Replacement of Lenders .................................  44

ARTICLE III Representations and Warranties ..........................................................  45

     SECTION 3.01.   Organization; Powers ...........................................................  45
     SECTION 3.02.   Authorization; Enforceability ..................................................  45
     SECTION 3.03.   Governmental Approvals; No Conflicts ...........................................  45
     SECTION 3.04.   Financial Condition; No Material Adverse Change ................................  45
     SECTION 3.05.   Properties .....................................................................  46
     SECTION 3.06.   Litigation and Environmental Matters ...........................................  46
     SECTION 3.07.   Compliance with Laws and Agreements ............................................  47
</TABLE>

                                       ii

<PAGE>
<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                  <C>
     SECTION 3.08.   Investment and Holding Company Status ..........................................  47
     SECTION 3.09.   Taxes ..........................................................................  47
     SECTION 3.10.   ERISA ..........................................................................  48
     SECTION 3.11.   Disclosure .....................................................................  48
     SECTION 3.12.   Margin Stock ...................................................................  48
     SECTION 3.13.   Compliance with Conditions Precedent ...........................................  48
     SECTION 3.14.   Labor Matters ..................................................................  48
     SECTION 3.15.   Assets .........................................................................  49
     SECTION 3.16.   Security Documents .............................................................  49
     SECTION 3.17.   Solvency .......................................................................  49
     SECTION 3.18.   Certain Documents ..............................................................  49
     SECTION 3.19.   Regulation H ...................................................................  49

ARTICLE IV Conditions ...............................................................................  50

     SECTION 4.01.   Second Amendment and Restatement Effective Date ................................  50
     SECTION 4.02.   Each Credit Event ..............................................................  51

ARTICLE V Affirmative Covenants .....................................................................  51

     SECTION 5.01.   Punctual Payment ...............................................................  51
     SECTION 5.02.   Financial Statements and Other Information .....................................  52
     SECTION 5.03.   Notices of Material Events .....................................................  53
     SECTION 5.04.   Existence; Conduct of Business .................................................  53
     SECTION 5.05.   Payment of Obligations .........................................................  53
     SECTION 5.06.   Maintenance of Properties; Insurance ...........................................  54
     SECTION 5.07.   Books and Records; Inspection Rights ...........................................  54
     SECTION 5.08.   Compliance with Laws ...........................................................  54
     SECTION 5.09.   Use of Proceeds ................................................................  54
     SECTION 5.10.   Intercompany Loans/Payments ....................................................  54
     SECTION 5.11.   Subsidiary Guarantees and Collateral ...........................................  54
     SECTION 5.12.   Environmental Laws .............................................................  55
     SECTION 5.13.   Additional Collateral, etc .....................................................  56
     SECTION 5.14.   Title Insurance, etc. ..........................................................  56

ARTICLE VI Negative Covenants .......................................................................  57

     SECTION 6.01.   Indebtedness ...................................................................  57
     SECTION 6.02.   Liens ..........................................................................  59
     SECTION 6.03.   Fundamental Changes ............................................................  60
     SECTION 6.04.   Investments, Loans, Advances, Guarantees and Acquisitions ......................  60
</TABLE>

                                       iii

<PAGE>
<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                  <C>
     SECTION 6.05.   Hedging Agreements .............................................................  62
     SECTION 6.06.   Transactions with Affiliates ...................................................  62
     SECTION 6.07.   Restrictive Agreements .........................................................  62
     SECTION 6.08.   Fixed Charge Coverage Ratio ....................................................  63
     SECTION 6.09.   Maximum Leverage Ratio .........................................................  63
     SECTION 6.10.   Adjusted Debt to EBITDAR .......................................................  64
     SECTION 6.11.   Asset Test .....................................................................  64
     SECTION 6.12.   Disclosure .....................................................................  65
     SECTION 6.13.   Sale of Assets .................................................................  65
     SECTION 6.14.   Restricted Payments ............................................................  66

ARTICLE VII Events of Default .......................................................................  66

ARTICLE VIII The Administrative Agent and the Co-Administrative Agent ...............................  69

ARTICLE IX Miscellaneous ............................................................................  71

     SECTION 9.01.   Notices ........................................................................  71
     SECTION 9.02.   Waivers; Amendments ............................................................  72
     SECTION 9.03.   Expenses; Indemnity; Damage Waiver .............................................  73
     SECTION 9.04.   Successors and Assigns; Participations and Assignments .........................  74
     SECTION 9.05.   Survival .......................................................................  77
     SECTION 9.06.   Counterparts; Integration; Effectiveness .......................................  78
     SECTION 9.07.   Severability ...................................................................  78
     SECTION 9.08.   Right of Setoff ................................................................  78
     SECTION 9.09.   Governing Law, Jurisdiction; Consent to Service of Process .....................  79
     SECTION 9.10.   WAIVER OF JURY TRIAL ...........................................................  79
     SECTION 9.11.   Headings .......................................................................  79
     SECTION 9.12.   Confidentiality ................................................................  80
     SECTION 9.13.   Interest Rate Limitation .......................................................  80
     SECTION 9.14.   Effect of Amendment and Restatement of the First Amended and Restated Credit
                     Agreement; Consent to Amendment of Guarantee and Collateral Agreement ..........  80
     SECTION 9.15.   Joint and Several Liability of Borrowers .......................................  81
</TABLE>


Schedule 1.01A    FORM OF ASSIGNMENT AND ACCEPTANCE
Schedule 1.01B    FORM OF INCREMENTAL FACILITY ACTIVATION NOTICE
Schedule 1.01D    OWNED REAL PROPERTIES
Schedule 2.01     COMMITMENTS

                                       iv
<PAGE>

Schedule 2.02     FORM OF NEW LENDER SUPPLEMENT
Schedule 3.01     BORROWERS AND SUBSIDIARIES AND JURISDICTIONS OF ORGANIZATION
Schedule 3.15     TRADEMARKS, TRADENAMES AND SERVICE MARKS


                                        v
<PAGE>
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November
19, 2004, is among TBC Corporation, a Delaware corporation with an office
located at 4770 Hickory Hill Road, Memphis, Tennessee 38141 (the "Existing
Borrower"), TBC Parent Holding Corp., a Delaware corporation with its principal
office located at 7111 Fairway Drive, Suite 201, Palm Beach Gardens, Florida
33418 ("Holdings") (the Existing Borrower and Holdings, each a "Borrower" and
together the "Borrowers"), the Lenders from time to time party to this Agreement
(each a "Lender"), First Tennessee Bank National Association, a banking
corporation with its principal office located at 165 Madison Avenue, Memphis,
Tennessee 38103, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent") and JPMorgan Chase Bank, N.A., a banking corporation
with an office located at 270 Park Avenue, New York, New York 10017, as
co-administrative agent for the Lenders (in such capacity the "Co-Administrative
Agent").

                                    RECITALS

      WHEREAS, to finance the acquisition of Merchant's, Incorporated and its
subsidiary (the "Merchant's Acquisition"), the Existing Borrower's working
capital needs, capital expenditures, further acquisitions and for all other
general corporate purposes, the Existing Borrower, the Lenders, the
Administrative Agent and the Co-Administrative Agent entered into the Credit
Agreement, dated as of March 31, 2003 (the "March 2003 Credit Agreement"), which
established credit facilities providing for term loans, revolving loans, letters
of credit and swingline loans of up to $208,500,000 in the aggregate maximum
principal amount at any time outstanding;

      WHEREAS, in connection with the acquisition of NTW Incorporated ("NTB")
from Sears, Roebuck and Co. (the "NTB Acquisition"), the Existing Borrower, the
Required Lenders and each Lender providing a Tranche C Term Commitment agreed to
amend and restate the March 2003 Credit Agreement as set forth in the Amended
and Restated Credit Agreement, dated as of November 29, 2003 (the "First Amended
and Restated Credit Agreement");

      WHEREAS, the Existing Borrower intends (a) to undertake a corporate
reorganization (the "Reorganization") under Section 251(g) of the Delaware
General Corporation Law by merging a Wholly-Owned Subsidiary of Holdings into
the Existing Borrower and (b) to subsequently change its name to TBC Private
Brands, Inc.;

      WHEREAS, upon effectiveness of the Reorganization, Holdings will become
the holding company parent of the Existing Borrower and will be renamed TBC
Corporation;

      WHEREAS, the Existing Borrower has requested that Holdings become a party
to this Agreement and that certain covenants be amended to permit the
Reorganization;

      WHEREAS, the Required Lenders desire to amend and restate the First
Amended and Restated Credit Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree
<PAGE>
that upon the effectiveness of this Agreement, the First Amended and Restated
Credit Agreement is hereby amended and restated in its entirety as follows:

                                    ARTICLE I

                                   Definitions

      SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Acceptable Acquisition" has the meaning set forth in Section 6.04.

      "Additional Note Agreement" means the Note Agreement dated as of April 1,
2003 between the Existing Borrower and Prudential, as amended by Amendment No. 1
to Note Purchase Agreement dated as of November 29, 2003 and as amended by
Amendment No. 2 to Note Purchase Agreement dated as of November 19, 2004.

      "Additional Prudential Notes" means the Senior Notes the Existing Borrower
issued and Prudential purchased pursuant to the Additional Note Agreement.

      "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

      "Administrative Agent" means First Tennessee Bank National Association, in
its capacity as administrative agent for the Lenders hereunder.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Agreement" means this Second Amended and Restated Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
highest of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus 0.5%. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective as of the opening of business on the effective day of such change
in the Prime Rate, or the Federal Funds Effective Rate, respectively.
<PAGE>
      "Applicable Percentage" means, with respect to any Lender, at any time,
the percentage of the total Revolving Credit Commitments represented by such
Lender's Revolving Credit Commitment at such time. If the Revolving Credit
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the principal amount of all Revolving Loans outstanding,
giving effect to any assignments and any increase pursuant to Section 2.02(d).

      "Applicable Rate" means, for any day, with respect to any ABR Loan or
Eurodollar Loan, or with respect to the commitment fees payable hereunder, as
the case may be, the applicable rate per annum, stated in basis points, set
forth below under the caption "ABR Spread", "Eurodollar Spread" or "Commitment
Fee Rate", as the case may be, based upon the Leverage Ratio as in effect on
such date:

<TABLE>
<CAPTION>
                                                     Commitment
Leverage Ratio:     ABR Spread   Eurodollar Spread    Fee Rate
---------------     ----------   -----------------    --------
<S>                 <C>          <C>                 <C>
    Category 1
      >3.00           175.0            275.0           50.00

    Category 2
    >=2.50 but
      <=3.00          150.0            250.0           37.50

    Category 3
    >=2.00 but
      <2.50           125.0            225.0           37.50

    Category 4
    >= 1.50 but
      <2.00           100.0            200.0           30.00

    Category 5
      <1.50            75.0            175.0           25.00
</TABLE>

      For purposes of the foregoing, the Leverage Ratio shall be determined and
adjusted on the first day of the month after the month in which Holdings
provides the Financial Officer's certificate in accordance with the provisions
of Section 5.02(c) (each a "Ratio Calculation Date"). The initial Applicable
Rate shall be 150 basis points for ABR Loans and 250 basis points for Eurodollar
Borrowings, and shall not be less than such rate until the first Ratio
Calculation Date subsequent to September 30, 2003. If Holdings fails to provide
a Financial Officer's certificate required by Section 5.02(c) on or before the
date required pursuant to such Section, the Applicable Rate shall be based on
Category 1 from such date until such time that an appropriate Financial
Officer's certificate is provided, whereupon the Applicable Rate shall then be
determined by the Leverage Ratio reflected on such Financial Officer's
certificate, until the next Ratio Calculation Date. Subject to the preceding
sentence, each determination of the Applicable Rate shall be effective from one
Ratio Calculation Date until the next Ratio Calculation Date. Any adjustment in
the Applicable Rate shall be applicable to all existing Loans as well as any new
Loans made, as long as the adjusted Applicable Rate remains in effect. For
purposes of the foregoing table:
<PAGE>
      < means less than
      <= means less than or equal to
      > means greater than
      >= means equal to or greater than.

      "Approved Fund" has the meaning assigned to such term in Section 9.04(b).

      "Arranger" means J. P. Morgan Securities Inc. in its capacity as arranger
of the Commitments.

      "Assignee" has the meaning assigned to such term in Section 9.04(b).

      "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Schedule 1.01A or any other form approved by the Administrative Agent.

      "Availability Period" means the period from and including the Effective
Date to but excluding the earlier of the Revolving Credit Maturity Date or the
date of termination of the Revolving Credit Commitments.

      "Available Revolving Credit Commitment" means, with respect to each
Lender, at any time, the amount of its Revolving Credit Commitment minus its
Revolving Credit Exposure, at such time.

      "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "Borrowers" has the meaning set forth in the introductory paragraph of
this Agreement.

      "Borrowing" means (a) Loans that are of the same Class and Type, that are
made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect or (b) a Swingline
Loan.

      "Borrowing Request" means a request by the Existing Borrower for a
Revolving Borrowing in accordance with Section 2.03.

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in Memphis, Tennessee are authorized or required by
law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

      "Capital Expenditures" mean, for any period, expenditures (including the
aggregate amount of Capital Lease Obligations incurred during such period) made
directly or indirectly by Holdings or any Subsidiary to acquire or construct
fixed assets, property, plant and
<PAGE>
equipment (including renewals, improvements, replacements and substitutions, but
excluding repairs) during such period, computed in accordance with GAAP.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

      "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 Effective Date) of shares
representing more than 20% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of Holdings; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Holdings by Persons who were neither (i) nominated by the board of directors of
Holdings nor (ii) appointed by directors so nominated; or (c) the acquisition of
direct or indirect Control of Holdings by any Person or group.

      "Change in Law" means (a) the adoption of any law, rule or regulation
after the Effective Date, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the Effective Date or (c) compliance by any Lender (or, for purposes of Section
2.14(b), by any lending office of such Lender or by such Lender's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the
Effective Date.

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans.

      "Co-Administrative Agent" means JPMorgan Chase Bank in its capacity as
co-administrative agent for the Lenders hereunder.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Collateral Agent" has the meaning assigned to such term in the Guarantee
and Collateral Agreement.

      "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Loans of a given Class, and to acquire participations in Letters
of Credit and Swingline Loans, hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04. The initial amount of each Lender's Commitment to make Loans of a given
Class is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The aggregate amount of the Lenders' initial Commitments was $273,500,000, and
the aggregate amount of the Lenders' Commitments on the Second Amendment and
Restatement Effective
<PAGE>
Date (including the principal balance of the Tranche A Term Loans, Tranche B
Term Loans and Tranche C Term Loans outstanding on such date, and the Revolving
Credit Commitments) is approximately $252,987,302.

      "Conduit Lender" means any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.14, 2.15, 2.16 or 9.03 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

      "Consolidated Funded Indebtedness" means all Funded Indebtedness of
Holdings and its Subsidiaries after eliminating inter-company items, including
any Funded Indebtedness outstanding pursuant to and under this Agreement, in
each case determined on a consolidated basis in accordance with GAAP.

      "Consolidated Interest Expense" means for any period for which such amount
is being determined, the interest expense of Holdings and the Consolidated
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, including (i) the amortization of debt discounts to the extent
included in interest expense in accordance with GAAP, (ii) the amortization of
all fees (including fees with respect to Hedging Agreements) payable in
connection with the incurrence of Indebtedness to the extent included in
interest expense in accordance with GAAP and (iii) the portion of any rents
payable under Capital Lease Obligations allocable to interest expense in
accordance with GAAP.

      "Consolidated Net Income" means the net income of Holdings and its
Consolidated Subsidiaries, after taxes and after extraordinary items as
determined on a consolidated basis in accordance with GAAP.

      "Consolidated Subsidiaries" means Subsidiaries whose accounts are
consolidated with the accounts of Holdings in Holdings' consolidated financial
statements prepared in accordance with GAAP.

      "Consolidated Total Liabilities" means, at any date the consolidated total
liabilities of Holdings and its Subsidiaries at such date determined in
accordance with GAAP.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the 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.
<PAGE>
      "Default" means any event or condition which constitutes an Event of
Default or which solely upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

      "dollars" or "$" refers to lawful money of the United States of America.

      "EBITDA" means the sum of the following items measured for each Fiscal
Quarter:

      (i)   Consolidated Net Income, plus

      (ii)  depreciation, amortization, and all other non-cash charges, plus

      (iii) income taxes to the extent they reduce Consolidated Net Income, plus

      (iv)  Consolidated Interest Expense.

In addition, (a) EBITDA shall include, on a pro forma basis for each Fiscal
Quarter (including any pro forma cost savings to the extent the same could be
reflected in pro forma financial statements contained in filings with the
Securities and Exchange Commission pursuant to its Regulation S-X), the
foregoing information with respect to each Person that was either acquired in an
Acceptable Acquisition or disposed of as permitted by this Agreement during such
Fiscal Quarter, determined as if the Acquisition or disposition had taken place
on the first day of such Fiscal Quarter; and (b) whenever in this Agreement
EBITDA is determined for a period of four Fiscal Quarters, it shall include, on
a pro forma basis for such period (including any pro forma cost savings), the
foregoing information with respect to each Person that was either acquired in an
Acceptable Acquisition or disposed of as permitted by this Agreement during such
period, determined as if the Acceptable Acquisition or disposition had taken
place on the first day of such four Fiscal Quarter period.

      "Effective Date" means March 31, 2003.

      "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of any Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
<PAGE>
      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Holdings, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA Event" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by Holdings or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by Holdings or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by
Holdings or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by Holdings or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from Holdings or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA. Notwithstanding the foregoing, the
termination of the TBC Corporation Retirement Plan, and either Borrower's
incurrence of liability under Title IV of ERISA with respect to such
termination, shall not constitute an ERISA Event if, after giving effect to the
termination and any liability incurred by the Existing Borrower in connection
therewith, Holdings remains in compliance with the financial covenants set forth
in Sections 6.08 through 6.11, inclusive.

      "Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "Event of Default" has the meaning assigned to such term in Article VII.

      "Excluded Foreign Subsidiary" means any Foreign Subsidiary in respect of
which either (a) the pledge of all of the Capital Stock of such Subsidiary as
Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would,
in the good faith judgment of Holdings, result in adverse tax consequences to
Holdings.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrowers hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which any Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrowers under Section 2.18(b)), any withholding tax that is imposed on
<PAGE>
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable
to such Foreign Lender's failure to comply with Section 2.16(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrowers with respect to such withholding tax
pursuant to Section 2.16(a).

      "Existing Letters of Credit" means any letter of credit listed on Schedule
1.01C to the March 2003 Credit Agreement.

      "Existing Note Agreement" has the meaning assigned thereto in the
definition of "Prudential Debt".

      "Facility Obligations" means, in each case, whether now in existence or
hereafter arising, (i) the principal of, and interest and premium, if any, on,
the Loans; (ii) the LC Exposure; and (iii) all other Indebtedness, covenants,
duties and obligations (including contingent obligations) now or at any time or
times hereafter owing by any Borrower to Administrative Agent, the
Co-Administrative Agent or any Lender under or pursuant to this Agreement or any
of the other Loan Documents, whether evidenced by any note or other writing,
whether arising from any extension of credit, opening of a Letter of Credit,
acceptance, loan, Guarantee, indemnification or otherwise and whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, or
joint or several, including all interest, charges, expenses, fees or other sums
chargeable to any Borrower or any Guarantor under this Agreement or under any of
the other Loan Documents.

      "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer, assistant treasurer (to the extent authorized to
act) or controller of Holdings.

      "Fiscal Quarter" means each fiscal quarter-year period of Holdings, ending
on the last day of each March, June, September and December.

      "First Amended and Restated Credit Agreement" has the meaning assigned
thereto in the recitals hereto.

      "Fiscal Year" means the fiscal year of Holdings, which is the calendar
year.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrowers are located. For purposes of
this definition,
<PAGE>
the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

      "Funded Indebtedness" means any outstanding Indebtedness of a Person for
borrowed money, including all such Indebtedness of the Person to the Lenders and
other financial institutions, domestic or foreign, and all secured and unsecured
notes payable, all industrial revenue bonds, all Capital Lease Obligations and
other similar debt obligations and the current maturities thereof, but excluding
all Guarantees of Funded Indebtedness. (Checks that have not been presented for
payment shall not constitute Funded Indebtedness.)

      "GAAP" means generally accepted accounting principles in the United States
of America.

      "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "Grantors" means the Borrowers and their Subsidiaries that are parties to
the Guarantee and Collateral Agreement.

      "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

      "Guarantee and Collateral Agreement" means the Guarantee and Collateral
Agreement executed and delivered by each of the Borrowers and each Grantor on
the Effective Date, a copy of which was attached as Schedule 4.01(f) to the
March 2003 Credit Agreement, as the same has been amended as of the Second
Amendment and Restatement Effective Date and may be further amended,
supplemented or otherwise modified from time to time.

      "Guarantor" means a Person liable pursuant to a Guarantee of any of the
Facility Obligations, which Guarantee is in form satisfactory to the Required
Lenders (the Guarantee and Collateral Agreement being in such a form).
<PAGE>
      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

      "Holdings" has the meaning set forth in the introductory paragraph of this
Agreement.

      "Incremental Facility Activation Notice" means a notice substantially in
the form of Schedule 1.01B.

      "Incremental Facility Closing Date" means any Business Day designated as
such in an Incremental Facility Activation Notice.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances and
(k) all obligations of such Person related to synthetic leases. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Information Memorandum" means the Confidential Information Memorandum
dated October 2003 relating to the Existing Borrower.

      "Intercompany Loan" means any Indebtedness for borrowed money loaned by
any Borrower to any of its Wholly-Owned Subsidiaries, by any Wholly-Owed
Subsidiary to any Borrower or by any Wholly-Owned Subsidiary to another
Wholly-Owned Subsidiary.
<PAGE>
      "Intercreditor Agreement" means the Intercreditor Agreement among
Prudential, each Lender, the Administrative Agent, the Co-Administrative Agent
and the Collateral Agent, dated as of March 31, 2003, as the same may be
amended, supplemented or otherwise modified from time to time.

      "Interest Election Request" means a request by the Existing Borrower to
convert or continue a Borrowing in accordance with Section 2.07.

      "Interest Payment Date" means (a) with respect to any ABR Loan and
Swingline Loan, the last day of each March, June, September and December and (b)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period.

      "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Existing Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day, unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

      "Issuing Bank" means First Tennessee Bank National Association and
JPMorgan Chase Bank, each in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.05(i).
The Issuing Bank may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates of the Issuing Bank, in which case the term
"Issuing Bank" shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate.

      "Joint Venture" means a joint venture formed to provide distribution for
the products of the Existing Borrower, Big O Tires, Inc. or any other
Subsidiary, which joint venture is accounted for under GAAP as an investment and
not as a Subsidiary or as an acquisition or a capital expenditure.

      "LC Disbursement" means a payment made by any Issuing Bank pursuant to a
Letter of Credit.

      "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrowers at such time. The LC Exposure of any Lender at any time shall
be the aggregate of the Lender's participations
<PAGE>
under Section 2.05(e) in the outstanding Letters of Credit at such time,
including its aggregate participations in Letters of Credit with respect to
which one or more LC Disbursements that have not yet been reimbursed by or on
behalf of the Borrowers.

      "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

      "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

      "Leverage Ratio" at any time means the ratio of Consolidated Funded
Indebtedness as of the end of the most recent Fiscal Quarter to the aggregate
EBITDA for the four Fiscal Quarter period ended with the most recent Fiscal
Quarter, and includes any adjustments based on Acceptable Acquisitions and
dispositions as provided in the definition of EBITDA.

      "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of JPMorgan Chase Bank in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

      "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

      "Loan Documents" means this Agreement, the Guarantee and Collateral
Agreement, any Mortgage and any other Guarantee of any of the Facility
Obligations that may from time to time be in effect.

      "Loans" means the loans made by the Lenders to the Existing Borrower
pursuant to this Agreement.

      "Long-Term Indebtedness" means any Indebtedness that, in accordance with
GAAP, constitutes (or, when incurred, constituted) a long-term liability.
<PAGE>
      "March 2003 Credit Agreement" has the meaning assigned thereto in the
recitals hereto.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Holdings and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent of the Lenders hereunder or
thereunder.

      "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit) or obligations in respect of one or more Hedging Agreements,
of any one or more of Holdings and its Subsidiaries in an aggregate principal
amount exceeding $5,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of Holdings or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that Holdings or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

      "Merchant's Acquisition" has the meaning assigned thereto in the recitals
hereto.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means any mortgage referred to in Section 4.01(g) and any
mortgage executed and delivered after the Effective Date pursuant to Section
5.13(a).

      "Mortgaged Property" means the real property owned by the Existing
Borrower, located at 4770 Hickory Hill Road, Memphis, Tennessee and containing
approximately 475,000 square feet of executive office space and warehouse
facilities, and any other real property as to which the Collateral Agent for the
benefit of the Lenders shall be granted a Mortgage pursuant to Section 5.13(a).

      "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "Net Proceeds" means, with respect to any event, (a) the cash proceeds
received in respect of such event, including (i) any cash received in respect of
any non-cash proceeds, but only as and when received, (ii) in the case of a
casualty or other insured damage, insurance proceeds, and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments, net of
(b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by
Holdings and its Subsidiaries to third parties in connection with such event,
(ii) in the case of a sale, transfer or other disposition of an asset (including
pursuant to a sale and leaseback transaction permitted under Section 6.13(d) or
a casualty or a condemnation or similar proceeding), the amount of all payments
required to be made by Holdings and its Subsidiaries as a result of such event
to repay Indebtedness (other than Loans, the Prudential Debt and the Additional
Prudential Notes) secured by such asset or otherwise subject to mandatory
prepayment as a result of such event (to the extent such repayment is permitted
hereunder), and (iii) the amount of all taxes paid (or reasonably estimated to
be payable) by Holdings or any Subsidiary, and the amount of any reserves
established by Holdings and its Subsidiaries to fund contingent liabilities or
contingent obligations reasonably estimated to be available, in each case
<PAGE>
during the year that such event occurred or the next succeeding year and that
are directly attributable to such event (as determined reasonably and in good
faith by the chief financial officer of Holdings), provided that the amount of
any subsequent reduction of any such reserve (other than in connection with a
payment in respect of any such liability) shall be deemed to be Net Proceeds of
a Prepayment Event occurring on the date of such reduction.

      "New Lender" has the meaning set forth in Section 2.02(e).

      "New Lender Supplement" has the meaning set forth in Section 2.02(e).

      "November 2003 Amendment and Restatement Effective Date" means November
29, 2003.

      "NTB" has the meaning assigned thereto in the recitals hereto.

      "NTB Acquisition" has the meaning assigned thereto in the recitals hereto.

      "NTB Acquisition Agreement" means the Stock Purchase Agreement, dated as
of September 21, 2003, by and between the Existing Borrower and Sears, Roebuck
and Co.

      "NTB Acquisition Documentation" means, collectively, the NTB Acquisition
Agreement and all schedules, exhibits and annexes thereto and all side letters
and agreements affecting the terms thereof or entered into in connection
therewith.

      "NTB Sale and Leaseback" means the sale, for an aggregate price of
$134,040,816, and the leasing back of eighty-six properties acquired by the
Existing Borrower in connection with the NTB Acquisition.

      "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

      "Participant" has the meaning set forth in Section 9.04(c).

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Permitted Encumbrances" means:

      (a)   Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.05;

      (b)   carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.05;

<PAGE>
                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII;

                  (f) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of any Borrower or any
         Subsidiary; and

                  (g) Liens of landlords on fixtures and leasehold improvements
         granted or arising in the ordinary course of business;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any Lender or any
         domestic office of any commercial bank organized under the laws of the
         United States of America or any State thereof which, in any case, has a
         combined capital and surplus and undivided profits of not less than
         $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria
         described in clause (c) above.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.



<PAGE>

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Holdings or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

                  "Prepayment Event" means:

                  (a) any sale and leaseback transaction permitted pursuant to
         Section 6.13(d), or any other sale, transfer, or other disposition of
         any property or asset of Holdings or any Subsidiary, other than
         dispositions permitted pursuant to Section 6.13(a), (b), (c) (e) (f),
         (g) or (h);

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of Holdings or any Subsidiary, but only to
         the extent that the Net Proceeds therefrom, together with any other
         such Net Proceeds received after the November 2003 Amendment and
         Restatement Effective Date, exceed $5,000,000 in the aggregate and have
         not been applied to repair, restore or replace such property or asset
         or to acquire other real property, equipment or other tangible assets
         to be used in the business of Holdings or any Subsidiary within one
         year after such event; or

                  (c) the incurrence by Holdings or any Subsidiary of any
         Indebtedness, other than Indebtedness permitted by Section 6.01.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Properties" has the meaning set forth in Section 3.06(b).

                  "Prudential" means The Prudential Insurance Company of America
together with any of its affiliates, managed accounts and funds from time to
time holding Prudential Debt or Additional Prudential Notes.

                  "Prudential Debt" means the Existing Borrower's obligations
pursuant to a certain Second Amended and Restated Note Agreement dated as of
April 1, 2003 between the Existing Borrower and The Prudential Insurance Company
of America, as amended by Amendment No. 1 to Second Amended and Restated Note
Agreement dated as of November 29, 2003 and as amended by Amendment No. 2 to
Second Amended and Restated Note Agreement dated as of November 19, 2004 (the
"Existing Note Agreement"), governing the terms of the Existing Borrower's (i)
8.30% Series A Senior Notes due July 10, 2003, (ii) 8.62% Series B Senior Notes
due July 10, 2005 and (iii) 8.81% Series C Senior Notes due July 10, 2008.

                  "Register" has the meaning set forth in Section 9.04(b).



<PAGE>

                  "Reimbursement Obligation" means the obligation of the
Borrowers to reimburse any Issuing Bank pursuant to Section 2.05(e) for amounts
drawn under Letters of Credit.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Reorganization" has the meaning assigned thereto in the
recitals hereto.

                  "Required Lenders" means, at any time, Lenders having
aggregate Revolving Credit Exposures, Term Loan Exposures and unused Revolving
Credit Commitments representing more than 51% of the sum of the total Revolving
Credit Exposures, Term Loan Exposures and unused Revolving Credit Commitments at
such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of any Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of capital stock of
any Borrower or any option, warrant or other right to acquire any such shares of
capital stock of any Borrower.

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08, (b)
reduced or increased from time to time pursuant to assignments by or to such
Lenders pursuant to Section 9.04 and (c) increased from time to time pursuant to
Section 2.02(d). The initial amount of each Lender's Revolving Credit Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Credit Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Credit
Commitments on the Effective Date was $121,500,000 and on the Second Amendment
and Restatement Effective Date is $121,500,000.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amounts of such Lender's
Revolving Loans and its LC Exposure and Swingline Exposure at such time.

                  "Revolving Credit Maturity Date" means April 1, 2008.

                  "Revolving Loan" means a Loan made pursuant to Section 2.03.

                  "S&P" means Standard & Poor's.

                  "Scheduled Payments" means, for any period, the sum (without
duplication) of the aggregate amount of scheduled principal payments made during
such period in respect of Long-Term Indebtedness of Holdings and its
Subsidiaries (other than payments made by Holdings or any Subsidiary to Holdings
or a Subsidiary).



<PAGE>

                  "Second Amendment and Restatement Effective Date" means the
date on which the conditions specified in Section 4.01 are satisfied (or waived
in accordance with Section 9.02).

                  "Solvent", when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of
all "liabilities of such Person, contingent or otherwise", as of such date, as
such quoted terms are determined in accordance with applicable federal and state
laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, (a) any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, and
(b) any other corporation, limited liability company, partnership, association
or other entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (ii) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent, except
that no Joint Venture in which the entire amount invested by Holdings and its
Subsidiaries complies with Section 6.04(d), shall be deemed to be a subsidiary.



<PAGE>

                  "Subsidiary" means any subsidiary of Holdings; provided,
however, that (a) in no event shall TBC de Mexico be considered to be a
Subsidiary for purposes hereof (but, to the extent required by GAAP, shall be
consolidated in the consolidated financial statements of Holdings and as such
included in the calculation of the covenants in Sections 6.08, 6.09 and 6.10)
until such time, if any, as Holdings' interest in TBC de Mexico exceeds 60%,
Holdings is required by GAAP to consolidate TBC de Mexico into Holdings'
consolidated financial statements, and Holdings' equity investment in TBC de
Mexico exceeds $2,500,000; and (b) no subsidiary under clause (a) of the
definition thereof shall be considered to be a Subsidiary for purposes hereof
solely because, under FASB Interpretation No. 46, GAAP requires such Person to
be consolidated in the consolidated financial statements of Holdings.

                  "Substantial Portion" means, with respect to the property of
Holdings and its Subsidiaries, property which (i) represents more than 10% of
the consolidated assets of Holdings and its Subsidiaries as would be shown in
the consolidated financial statements of Holdings and its Subsidiaries as at the
beginning of the twelve-month period ending at the end of the month in which
such determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the Consolidated Net Income of Holdings and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

                  "SunTrust" means SunTrust Capital Markets, Inc.

                  "SunTrust Sale and Leaseback" means the sale, for an aggregate
price of $5,840,000, and the leasing back of eight retail stores previously
owned by Merchant's, Incorporated, pursuant to the Purchase Agreements and Lease
Agreements, each dated as of September 30, 2003 among Merchant's, Incorporated
and various affiliates of SunTrust Equity Funding, LLC.

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the
total Swingline Exposure at such time.

                  "Swingline Lender" means First Tennessee Bank National
Association, in its capacity as lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.04.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Term Loan Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amounts of such Lender's Term Loans
at such time.

                  "Term Loan Maturity Date" means April 1, 2008.

                  "Term Loans" means, collectively, the Tranche A Term Loans,
the Tranche B Term Loans and the Tranche C Term Loans.


<PAGE>

                  "Tranche A Term Commitment" means as to any Lender the
obligation of such Lender, if any, to make a Tranche A Term Loan to the Existing
Borrower in a principal amount not to exceed the amount set forth under the
heading "Tranche A Term Commitment" opposite such Lender's name on Schedule
2.01.

                  "Tranche A Term Lender" means each Lender that holds a Tranche
A Term Loan.

                  "Tranche A Term Loan" means a Loan made pursuant to Section
2.01(b).

                  "Tranche B Term Commitment" means as to any Lender the
obligation of such Lender, if any, to make a Tranche B Term Loan to the Existing
Borrower in a principal amount not to exceed the amount set forth under the
heading "Tranche B Term Commitment" opposite such Lender's name on Schedule
2.01.

                  "Tranche B Term Exposure" means, with respect to any Lender at
any time, the sum of the outstanding principal amounts of such Lender's Tranche
B Term Loans.

                  "Tranche B Term Lender" means each Lender that holds a Tranche
B Term Loan.

                  "Tranche B Term Loan" means a Loan made pursuant to Section
2.01(c).

                  "Tranche B Term Loan Availability Period" means the period
from and including the Effective Date until September 30, 2003.

                  "Tranche C Term Commitment" means as to any Lender the
obligation of such Lender, if any, to make a Tranche C Term Loan to the Existing
Borrower in a principal amount not to exceed the amount set forth under the
heading "Tranche C Term Commitment" opposite such Lender's name on Schedule
2.01.

                  "Tranche C Term Lender" means each Lender that has a Tranche C
Term Commitment or that holds a Tranche C Term Loan.

                  "Tranche C Term Loan" means a Loan made pursuant to Section
2.01(d).

                  "Transactions" means the execution, delivery and performance
by the Borrowers of the Loan Documents, the borrowing of Loans, the use of the
proceeds thereof and the issuance of Letters of Credit hereunder and the
execution, delivery and performance by the Guarantors of the Facility
Obligations.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Wholly-Owned Subsidiary" of a Person means any subsidiary all
of whose outstanding voting securities, or ownership interests having ordinary
voting power, are at the time owned (i) directly by such Person, (ii) directly
and indirectly by such Person and one or more of such Person's Wholly-Owned
Subsidiaries or (iii) by one or more of such Person's Wholly-Owned Subsidiaries.


<PAGE>

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections and Schedules shall be construed to
refer to Articles and Sections of, and Schedules to, this Agreement and (e) the
words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts, contract rights and all other
real and personal property.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed, and all financial information and reports provided pursuant to
this Agreement shall be prepared, in accordance with GAAP, as in effect from
time to time; provided that, if Holdings notifies the Co-Administrative Agent
that Holdings requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the Effective Date in GAAP or in the
application thereof on the operation of such provision (or if the
Co-Administrative Agent notifies any Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.


<PAGE>

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Revolving and Term Loan Commitments. (a) Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Existing Borrower from time to time during the
Availability Period in an aggregate principal amount that will not result in (i)
such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit
Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the
total Revolving Credit Commitments. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Existing Borrower may borrow,
prepay and reborrow Revolving Loans. Revolving Loans outstanding under the March
2003 Credit Agreement on the Second Amendment and Restatement Effective Date
shall continue to constitute Revolving Loans hereunder from and after the Second
Amendment and Restatement Effective Date.

                  (b) The parties hereto acknowledge that each Tranche A Term
Lender made a Tranche A Term Loan to the Existing Borrower on the Effective Date
in an amount equal to the Tranche A Term Commitment of such Lender. Once a
Tranche A Term Loan is repaid or prepaid, it may not be reborrowed.

                  (c) The parties hereto acknowledge that each Tranche B Term
Lender made Tranche B Term Loans to the Existing Borrower during the Tranche B
Term Loan Availability Period in an aggregate principal amount equal to the
Tranche B Term Commitment of such Lender. Once a Tranche B Term Loan is repaid
or prepaid, it may not be reborrowed.

                  (d) The parties hereto acknowledge that each Tranche C Term
Lender made Tranche C Term Loans to the Existing Borrower on the November 2003
Amendment and Restatement Effective Date or within three Business Days
thereafter in an amount equal to the Tranche C Term Commitment of such Lender.
Once a Tranche C Term Loan is repaid or prepaid, it may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments to make Loans of the applicable
Class, provided that Borrowings of Revolving Loans shall consist of Loans made
by the Lenders ratably in accordance with their respective Available Revolving
Credit Commitments. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

                  (b) Subject to Section 2.13, (i) each Revolving Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Existing
Borrower may request in accordance herewith and (ii) each Term Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans as the Existing Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such


<PAGE>

Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrowers to repay such Loan in accordance with the
terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $100,000 and not less than $1,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $100,000 and not less than
$100,000; provided that an ABR Revolving Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Revolving Credit
Commitments, or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e). Each Swingline Loan shall be in
an amount that is an integral multiple of $100,000 and not less than $100,000.
At the commencement of each Interest Period for any Eurodollar Term Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$100,000 and not less than $1,000,000. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of twelve Eurodollar Borrowings outstanding.

                  (d) The Existing Borrower and any one or more Lenders
(including New Lenders) may from time to time agree that without the consent of
the other Lenders hereunder such Lenders shall increase the amount of such
Lenders' Revolving Commitments (or in the case of New Lenders establish
Revolving Commitments) by executing and delivering to the Co-Administrative
Agent an Incremental Facility Activation Notice specifying (i) the respective
amounts of such increases (or such new Revolving Commitments) and (ii) the
applicable Incremental Facility Closing Date, provided, that (A) no Default or
Event of Default has occurred and is continuing or would result after giving
effect to the increase of the Revolving Commitments or the intended application
of the proceeds therefrom, (B) the Applicable Rate determined as of the
applicable Incremental Facility Closing Date shall not be greater than the
Applicable Rate then in effect for Revolving Loans, (C) the aggregate Revolving
Commitments after giving effect to any increase pursuant to this Section 2.02(d)
shall not exceed $150,000,000 and (D) each increase in the Revolving Commitments
pursuant to this Section 2.02(d) shall be in a minimum amount of at least
$5,000,000. Any incremental Revolving Commitments shall be governed by this
Agreement and the other Loan Documents. No Lender shall have any obligation to
participate in any increase described in this paragraph unless it agrees in
writing to do so in its sole discretion.

                  (e) Any additional bank, financial institution or other entity
that, with the consent of the Existing Borrower and the Co-Administrative Agent
(which consent shall not be unreasonably withheld), elects to become a "Lender"
under this Agreement in connection with any transaction described in Section
2.02(d) shall execute a New Lender Supplement (each, a "New Lender Supplement"),
substantially in the form of Schedule 2.02, whereupon such bank, financial
institution or other entity (a "New Lender") shall become a Lender for all
purposes and shall be bound by and entitled to the benefits of this Agreement.

                  (f) The Existing Borrower shall borrow Revolving Loans under
the increased Revolving Commitments from each Lender participating in any
increase in the Revolving Commitments pursuant to Section 2.2(d) (i) on the
relevant Incremental Facility Closing Date, if ABR Revolving Loans are then
outstanding, in an amount of ABR Loans that will result in each


<PAGE>

such participating Lender having ABR Loans outstanding in a principal amount
equal to its Applicable Percentage of the total outstanding principal amount of
ABR Loans and (ii) on such Incremental Facility Closing Date, if a Eurodollar
Borrowing is being continued for another Interest Period on such date, and in
and on any later date on which a Eurodollar Borrowing outstanding on such
Incremental Facility Closing Date is being continued for another Interest
Period, in each case in an amount that will result in each such participating
Lender having Eurodollar Revolving Loans made by it included in such Eurodollar
Borrowing in a principal amount equal to its Applicable Percentage of the total
outstanding principal amount of Eurodollar Loans included in such Eurodollar
Borrowing.

                  (g) Notwithstanding any other provision of this Agreement, the
Existing Borrower shall not be entitled (i) to request, or to elect to convert
or continue, any Borrowing of Revolving Loans if the Interest Period requested
with respect thereto would end after the Revolving Credit Maturity Date or (ii)
to convert or continue any Borrowing of Term Loans if the Interest Period
requested with respect thereto would end after the Term Loan Maturity Date.

                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing, the Existing Borrower shall give to the Administrative Agent
irrevocable notice which notice must be received by the Administrative Agent (1)
in the case of a Eurodollar Borrowing, not later than 11:30 a.m., Memphis,
Tennessee time, three Business Days before the date of the proposed Revolving
Borrowing or (2) in the case of an ABR Borrowing, not later than 11:30 a.m.,
Memphis, Tennessee time, on the Business Day of the proposed Revolving
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance any Reimbursement Obligation may be given no later than 10:00 am,
Memphis, Tennessee time on the date of the proposed Borrowing. Each such
Borrowing Request shall specify the following information:

                  (i) the aggregate amount of the requested Revolving Borrowing;

                  (ii) the date of such Revolving Borrowing, which shall be a
         Business Day;

                  (iii) whether such Revolving Borrowing is to be an ABR
         Borrowing, or a Eurodollar Borrowing;

                  (iv) in the case of a Eurodollar Revolving Borrowing, the
         initial Interest Period to be applicable thereto, which shall be a
         period contemplated by the definition of the term "Interest Period";
         and

                  (v) the location and number of the Existing Borrower's account
         to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Revolving Borrowing, then the
Existing Borrower shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.


<PAGE>

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Existing Borrower from time to time during the Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding the
lesser of 15% of the Revolving Credit Commitments or $20,000,000 or (ii) the sum
of the total Revolving Credit Exposures exceeding the total Revolving Credit
Commitments; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Existing
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Existing Borrower shall
notify the Administrative Agent of such request by telephone (confirmed by
telecopy), not later than 12:00 p.m., Memphis, Tennessee time, on the day of a
proposed Swingline Loan. Each such notice shall be irrevocable and shall specify
the requested date (which shall be a Business Day) and amount of the requested
Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Existing Borrower. The Swingline
Lender shall make each Swingline Loan available to the Existing Borrower by
means of a credit to the general deposit account of the Existing Borrower with
the Swingline Lender (or, in the case of a Swingline Loan made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e), by
remittance to the Issuing Bank) by 3:00 p.m., Memphis, Tennessee time, on the
requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Memphis, Tennessee time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's then
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's then Applicable Percentage of such Swingline Loan or Loans. Each
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving Credit
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.06 with respect to Loans made
by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrowers of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds


<PAGE>

of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrowers of any default
in the payment thereof.

                  SECTION 2.05. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Existing Borrower may request the
issuance of Letters of Credit for the account of the Existing Borrower, but in
the name of any Borrower or any Subsidiary as may be specified by the Existing
Borrower, in a form reasonably acceptable to each Issuing Bank, at any time and
from time to time during the Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Existing Borrower to, or entered into by the Existing Borrower
with, any Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. Any Letters of Credit outstanding
under the March 2003 Credit Agreement on the Second Amendment and Restatement
Effective Date shall continue to constitute Letters of Credit hereunder from and
after the Second Amendment and Restatement Effective Date.

                  (b) Existing Letters of Credit. From and after the Effective
Date, the Existing Letters of Credit shall be deemed outstanding pursuant to,
and shall constitute "Letters of Credit" for all purposes of, this Agreement.

                  (c) Notice of Issuance, Amendment, Renewal, Extension, Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Existing Borrower
shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by such Issuing Bank) to any
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (d) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by such Issuing Bank,
the Existing Borrower also shall submit a letter of credit application on such
Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit
each Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure
shall not exceed the lesser of 20% of the Revolving Credit Commitments or
$25,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not
exceed the total Revolving Credit Commitments.

                  (d) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or


<PAGE>

extension) and (ii) the date that is five Business Days prior to the Revolving
Credit Maturity Date.

                  (e) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, each Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from such
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage as may be adjusted from time to time to reflect
assignments or transfers of Revolving Credit Commitments and any increase in the
Revolving Credit Commitment pursuant to Section 2.02(d), of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of such Issuing Bank,
such Lender's Applicable Percentage, determined as of the date the Letter of
Credit was issued, of each LC Disbursement made by such Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (f) of this
Section, or of any reimbursement payment required to be refunded to the
Borrowers for any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever.

                  (f) Reimbursement Obligation. If any Issuing Bank shall make
any LC Disbursement in respect of a Letter of Credit, the Borrowers shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount
equal to such LC Disbursement not later than 12:00 noon, Memphis, Tennessee
time, on the date that such LC Disbursement is made, if such Borrower shall have
received notice of such LC Disbursement prior to 10:00 a.m., Memphis, Tennessee
time, on such date, or, if such notice has not been received by such Borrower
prior to such time on such date, then not later than 12:00 noon, Memphis,
Tennessee time, on (i) the Business Day that such Borrower receives such notice,
if such notice is received prior to 10:00 a.m., Memphis, Tennessee time, on the
day of receipt, or (ii) the Business Day immediately following the day that such
Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt; provided that if such LC Disbursement is not less than
$100,000, the Existing Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 or 2.04 that such payment
be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrowers' obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan. If the Borrowers fail to make such payment when
due, the Issuing Bank shall notify the Administrative Agent thereof and the
Administrative Agent shall then notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrowers in respect thereof and
such Lender's Applicable Percentage thereof. Promptly following receipt of such
notice from the Administrative Agent, each Lender shall pay to the
Administrative Agent such Applicable Percentage of the payment then due from the
Borrowers, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to such Issuing


<PAGE>

Bank the amounts so received by it from the Lenders. Promptly following receipt
by the Administrative Agent of any payment from any Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to such
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Borrowers of their
obligation to reimburse such LC Disbursement.

                  (g) Obligations Absolute. The Borrowers' obligation to
reimburse LC Disbursements as provided in paragraph (f) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrowers' obligations hereunder. Neither
the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of any
Issuing Bank; provided that the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Borrowers to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by each of the Borrowers to the extent permitted by applicable law)
suffered by any Borrower that are caused by such Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct
on the part of any Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, each Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

                  (h) Disbursement Procedures. Each Issuing Bank shall, in
accordance with standard banking practice following its receipt thereof, examine
all documents purporting to


<PAGE>

represent a demand for payment under a Letter of Credit. Each Issuing Bank shall
promptly notify the Administrative Agent, any other Issuing Bank and the
Existing Borrower by telephone (confirmed by telecopy) of such demand for
payment and whether such Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrowers of their obligation to reimburse such Issuing
Bank and the Lenders with respect to any such LC Disbursement. On the Business
Day three Business Days prior to the last day of March, June, September and
December of each year and at such other times as the Administrative Agent shall
request, each Issuing Bank shall report to the Administrative Agent all Letters
of Credit issued by it during the then current calendar quarter and the average
daily undrawn and unexpired amounts for all Letters of Credit for each day in
such calendar quarter.

                  (i) Interim Interest. If any Issuing Bank shall make any LC
Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrowers reimburse such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrowers fail to reimburse such LC Disbursement when due
pursuant to paragraph (f) of this Section, then Section 2.12(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of such
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (f) of this Section to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment.

                  (j) Replacement of the Issuing Bank. Each Issuing Bank may be
replaced at any time by written agreement among the Existing Borrower, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.
The Administrative Agent shall notify the Lenders of any such replacement of any
Issuing Bank. At the time any such replacement shall become effective, the
Borrowers shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (k) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Existing Borrower receive
notice from the Co-Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 51% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrowers shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders, an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become


<PAGE>

effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrowers
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrowers' risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse each Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrowers for the LC Exposure at such
time. If the Borrowers are required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrowers within
three Business Days after all Events of Default have been cured or waived.

                  SECTION 2.06. Funding of Borrowings. (a) Provided that it has
received timely advice of the related Borrowing Request as required by the last
sentence of Section 2.03(a) or of Section 2.03(b), each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 2:00 p.m., Memphis, Tennessee time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make each Borrowing
available to the Existing Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Existing Borrower maintained with
the Administrative Agent in Memphis, Tennessee and designated by the Existing
Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans
made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Existing
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender, severally with the Borrowers agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Existing Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Interest Rate
applicable to the Borrowing or (ii) in the case of the Borrowers, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

                  SECTION 2.07. Interest Elections. (a) Each Revolving or Term
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a


<PAGE>

Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Existing Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Existing Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

                  (b) To make an election pursuant to this Section, the Existing
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Existing Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the Existing Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information:

                  (i) the Borrowing to which such Interest Election Request
                  applies and, if different options are being elected with
                  respect to different portions thereof, the portions thereof to
                  be allocated to each resulting Borrowing (in which case the
                  information to be specified pursuant to clauses (iii) and (iv)
                  below shall be specified for each resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
                  Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
                  Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
                  Interest Period to be applicable thereto after giving effect
                  to such election, which shall be a period contemplated by the
                  definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Existing Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Existing Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Borrowing prior to the
end of the Interest Period applicable thereto,


<PAGE>

then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrowers, then, so long as an Event of
Default is continuing (i) no outstanding Borrowing may be converted to or
continued as Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

                  SECTION 2.08. Termination and Reduction of Revolving Credit
Commitments. (a) Unless previously terminated, the Revolving Credit Commitments
shall terminate on the Revolving Credit Maturity Date.

                  (b) The Existing Borrower may at any time terminate, or from
time to time reduce, the Revolving Credit Commitments; provided that (i) each
reduction of the Revolving Credit Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Existing
Borrower shall not terminate or reduce the Revolving Credit Commitments if,
after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.10, the sum of the Revolving Credit Exposures would
exceed the total Revolving Credit Commitments.

                  (c) The Existing Borrower shall notify the Co-Administrative
Agent of any election to terminate or reduce the Revolving Credit Commitments
under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Co-Administrative Agent shall advise the Administrative Agent and the Lenders of
the contents thereof. Each notice delivered by the Existing Borrower pursuant to
this Section shall be irrevocable; provided that a notice of termination
delivered by the Existing Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Existing Borrower (by notice to the Administrative Agent on or
prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction shall be permanent. Each reduction shall be made
ratably among the Lenders in accordance with their respective Revolving Credit
Commitments.

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent
for the account of each Lender, on the Revolving Credit Maturity Date, the then
unpaid principal amount of each of the Revolving Loans and (ii) to the Swingline
Lender the then unpaid principal amount of the Swingline Loans on the earlier of
the Revolving Credit Maturity Date or the first date after such Swingline Loans
are made that is the 15th or last day of a calendar month; provided that on each
date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline
Loans then outstanding.

                  (b) The Borrowers hereby unconditionally promise to pay to the
Administrative Agent for the account of the Tranche A Term Lenders the unpaid
principal of all Tranche A Term Loans, on the dates and in the amounts set forth
below, with the entire unpaid principal balance due and payable on the Term Loan
Maturity Date:


<PAGE>

<TABLE>
<CAPTION>
                    Date                    Payment Amount
                    ----                    --------------
<S>               <C>  <C>                  <C>
                   9/30/03                  $1,662,836.00
                  12/31/03                   1,662,836.00
                   3/31/04                   1,662,836.00
                   6/30/04                   3,563,220.00
                   9/30/04                   3,563,220.00
                  12/31/04                   3,563,220.00
                   3/31/05                   3,563,220.00
                   6/30/05                   3,563,220.00
                   9/30/05                   3,563,220.00
                  12/31/05                   3,563,220.00
                   3/31/06                   3,563,220.00
                   6/30/06                   3,563,220.00
                   9/30/06                   3,563,220.00
                  12/31/06                   3,563,220.00
                   3/31/07                   3,563,220.00
                   6/30/07                   3,563,220.00
                   9/30/07                   3,563,220.00
                  12/31/07                   3,563,220.00
</TABLE>

                  (c) (i) The Borrowers hereby unconditionally promise to pay to
the Administrative Agent for the account of the Tranche B Term Lenders the
unpaid principal of all Tranche B Term Loans, on the dates and in an aggregate
amount equal to the percentage set forth below opposite such installment date
multiplied by $25,000,000, with the entire unpaid principal balance due and
payable on the Term Loan Maturity Date:

<TABLE>
<CAPTION>
                    Date                    Percentage
                    ----                    ----------
<S>               <C>                       <C>
                   9/30/03                   2.6800%
                  12/31/03                   2.6800%
                   3/31/04                   2.6800%
                   6/30/04                   5.7475%
                   9/30/04                   5.7475%
                  12/31/04                   5.7475%
                   3/31/05                   5.7475%
                   6/30/05                   5.7475%
                   9/30/05                   5.7475%
                  12/31/05                   5.7475%
                   3/31/06                   5.7475%
                   6/30/06                   5.7475%
                   9/30/06                   5.7475%
                  12/31/06                   5.7475%
                   3/31/07                   5.7475%
                   6/30/07                   5.7475%
                   9/30/07                   5.7475%
                  12/31/07                   5.7475%
</TABLE>


<PAGE>
                   (ii) The Borrowers hereby unconditionally promise to pay to
the Administrative Agent for the account of the Tranche C Lenders the unpaid
principal of all Tranche C Term Loans, on the dates set forth below, with the
entire unpaid principal balance due and payable on the Term Loan Maturity Date:

<TABLE>
<CAPTION>
                      Date                    Payment Amount
                      ----                    --------------
<S>                <C>                        <C>
                    6/30/04                    $1,742,000
                    9/30/04                     1,742,000
                   12/31/04                     1,742,000
                    3/31/05                     3,735,634
                    6/30/05                     3,735,634
                    9/30/05                     3,735,634
                   12/31/05                     3,735,634
                    3/31/06                     3,735,634
                    6/30/06                     3,735,634
                    9/30/06                     3,735,634
                   12/31/06                     3,735,634
                    3/31/07                     3,735,634
                    6/30/07                     3,735,634
                    9/30/07                     3,735,634
                   12/31/07                     3,735,634
</TABLE>

                  (d) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrowers to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (e) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period, if any, applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (f) The entries made in the accounts maintained pursuant to
paragraph (d) or (e) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.

                  (g) Any Lender may request that Loans made by it be evidenced
by a promissory note only in order to facilitate pledges of the Loans in
accordance with Section 9.04(d). In such event, the Borrowers shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Co-Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after


<PAGE>

assignment pursuant to Section 9.04(d) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

                  SECTION 2.10. Prepayment of Loans. (a) The Borrowers shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section.

                  (b) The Existing Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Memphis,
Tennessee time, three Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Memphis,
Tennessee time, or (iii) in the case of prepayment of a Swingline Loan, not
later than 11:30 a.m., Memphis, Tennessee time, on the Business Day of
prepayment. Each such notice shall be irrevocable, shall identify the
Borrowing(s) being prepaid and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Revolving Credit Commitments as contemplated by Section
2.08, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.08. Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
Each prepayment of a Borrowing shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.12.

                  (c) The Borrowers shall prepay the principal of the Term
Loans, of the Prudential Debt and of the Additional Prudential Notes, upon
notice and otherwise in compliance with Section 2.10(b) and/or the Revolving
Credit Commitments shall be reduced in accordance with Section 2.08, as follows:

                  (i) In the event that and on each occasion on which any Net
         Proceeds are received by or on behalf of Holdings or any Subsidiary in
         respect of any Prepayment Event, Holdings shall, within three Business
         Days after such Net Proceeds are received, prepay the principal of the
         Term Loans, the Prudential Debt and the Additional Prudential Notes
         and/or the Revolving Credit Commitments shall be subject to automatic
         reduction, in an aggregate amount equal to such Net Proceeds, such
         prepayment and/or reduction to be effected in each case in the manner
         and to the extent specified in clause (ii) of this paragraph.

                  (ii) Order of Application. Prepayments and/or reductions of
         Revolving Credit Commitments pursuant to this paragraph shall be
         applied as follows:

                  first, (A) to prepay the Term Loans, the Prudential Debt and
the Additional Prudential Notes and


<PAGE>

                  second, after the payment in full of the Term Loans, the
Prudential Debt and the Additional Prudential Notes, to reduce the aggregate
amount of the Revolving Credit Commitments (and to the extent that, after giving
effect to such reduction, the total Revolving Credit Exposures would exceed the
Revolving Credit Commitments, the Borrowers shall, first, prepay Revolving
Credit Loans and second, provide cover for LC Exposure as specified in Section
2.05(k) in an aggregate amount equal to such excess).

Any prepayment of the Term Loans, the Prudential Debt and the Additional
Prudential Notes pursuant to this paragraph shall be applied (x) to each Term
Loan, the Prudential Debt and the Additional Prudential Notes, pro rata in the
same proportions as the then balance of each Term Loan, the Prudential Debt and
the Additional Prudential Notes bears to the total balance of all Term Loans
plus the Prudential Debt and the Additional Prudential Notes, provided that if
prepayment is waived with respect to the Prudential Debt and/or the Additional
Prudential Notes, the amounts that would have been payable absent such waiver
shall be reallocated on a pro rata basis among the Term Loans and any
non-waiving note holders, and (xx) with respect to each, to the last maturing
installments thereof. Notwithstanding the foregoing, the Borrowers shall not be
required to apply any prepayment to the Prudential Debt or the Additional
Prudential Notes if such prepayment is not required pursuant to the terms
thereof and would cause the Borrowers to incur any prepayment premium or penalty
and, in each event, any amount which would otherwise have been used to make a
prepayment of the Prudential Debt or the Additional Prudential Notes shall
instead be used, first, to prepay the Term Loans and, second, to reduce the
aggregate amount of the Revolving Commitments (and to the extent that, after
giving effect to such reduction, the total Revolving Credit Exposures would
exceed the Revolving Credit Commitments, the Borrowers shall, first, prepay
Revolving Credit Loans and second, provide cover for LC Exposure as specified in
Section 2.05(k) in an aggregate amount equal to such excess).

                  SECTION 2.11. Fees. (a) The Borrowers agree to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the average daily amount of the Available
Revolving Credit Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which such Revolving Credit
Commitment terminates; provided that, (i) if such Lender continues to have any
Revolving Credit Exposure after its Revolving Credit Commitment terminates, then
such commitment fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Revolving Credit Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure; and (ii) the commitment fee
payable to the Swingline Lender shall accrue on the average daily amount of its
Available Revolving Credit Commitment minus the average daily principal balance
of the Swingline Loans during such period. Accrued commitment fees shall be
payable in arrears on the last day of March, June, September and December of
each year and, with respect to commitment fees payable pursuant to clause (y)
above, on the date on which the Revolving Credit Commitments terminate,
commencing on the first such date to occur after the Effective Date; provided
that any commitment fees payable pursuant to clause (y) above and accruing after
the date on which the Revolving Credit Commitments terminate shall be payable on
demand. All commitment fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


<PAGE>

                  (b) The Borrowers agree to pay to the Administrative Agent,
for the account of each Lender, a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Credit
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at
the rate of 12.5 basis points per annum on the average daily amount of such
Issuing Bank's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Revolving Credit Commitments and the date on which there ceases to be any LC
Exposure, as well as such Issuing Bank's standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Revolving Credit Commitments terminate
and any such fees accruing after the date on which the Revolving Credit
Commitments terminate shall be payable on demand. Any other fees payable to any
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (c) The Borrowers agree to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to such Issuing
Bank, in the case of fees payable to it) for distribution, in the case of Letter
of Credit participation fees and commitment fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.

                  SECTION 2.12. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

                  (c) Swingline Loans shall bear interest at the Federal Funds
Effective Rate plus applicable Eurodollar Spread plus 15 basis points.

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrowers
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding


<PAGE>

paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

                  (e) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the
Revolving Credit Commitments; provided that (i) interest accrued pursuant to
paragraph (c) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of a Revolving
Loan prior to the end of the Availability Period) accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

                  (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Federal Funds Effective Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
demonstrable error.

                  SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent demonstrable error) that adequate and
         reasonable means do not exist for ascertaining the Adjusted LIBO Rate
         for such Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period; or

                  (c) the Administrative Agent is advised by one or more
         Lender(s), but less than the Required Lenders, that the Adjusted LIBO
         Rate for such Interest Period will not adequately and fairly reflect
         the cost to such Lender(s) of making or maintaining their Loans (or its
         Loan) included in such Borrowing for such Interest Period;

then, in the case of clause (a) or (b) above, the Administrative Agent shall
give notice thereof to the Existing Borrower and the Lenders by telephone or
telecopy as promptly as practicable thereafter and, until the Administrative
Agent notifies the Existing Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing; and in the case of clause (c) above, the Administrative
Agent shall give notice thereof to the Existing Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the


<PAGE>

Administrative Agent notifies the Existing Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective as
to the Lender(s) giving notice under clause (c), (ii) if any Borrowing Request
requests a Eurodollar Borrowing, the Loans made by such clause (c) Lender(s) as
part of such Borrowing shall be made as ABR Loans and (iii) the Interest
Election Request or Borrowing Request shall be effective as against the other
Lenders and the affected Borrowings shall have all of the characteristics
specified in such Interest Election Request or Borrowing Request, except that
interest on the Loans made by the clause (c) Lenders shall be computed at the
ABR Rate.

                  SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing
         Bank, or

                  (ii) impose on any Lender or any Issuing Bank, or the London
         interbank market, any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or such
Issuing Bank, hereunder (whether of principal, interest or otherwise), then the
Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b) If any Lender or any Issuing Bank, determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such
Lender's or such Issuing Bank's, holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such Issuing Bank, or such Lender's or
such Issuing Bank's, holding company could have achieved but for such Change in
Law (taking into consideration such Lender's or such Issuing Bank's policies and
the policies of such Lender's or such Issuing Bank's holding company with
respect to capital adequacy), then from time to time the Borrowers will pay to
such Lender or such Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or such Issuing Bank, or such Lender's or
such Issuing Bank's, holding company for any such reduction suffered.

                  (c) A certificate of a Lender or an Issuing Bank, setting
forth the amount or amounts necessary to compensate such Lender or such Issuing
Bank, or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the


<PAGE>

Existing Borrower and shall be conclusive absent demonstrable error. The
Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.

                  (d) Failure or delay on the part of any Lender or any Issuing
Bank, to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or such Issuing Bank's, right to demand such
compensation; provided that the Borrowers shall not be required to compensate a
Lender or an Issuing Bank, pursuant to this Section for any increased costs or
reductions incurred more than 120 days prior to the date that such Lender or
such Issuing Bank, as the case may be, notifies the Existing Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or such Issuing Bank's, intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 120-day period referred to above shall be
extended to include the period of retroactive effect thereof.

                  SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(b) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Existing Borrower pursuant to Section
2.18, then, in any such event, the Borrowers shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Existing Borrower and shall be conclusive absent demonstrable error. The
Borrowers shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

                  SECTION 2.16. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrowers hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, each
Lender or each Issuing Bank (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Borrower
shall make such deductions and


<PAGE>

(iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

                  (b) In addition, each Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrowers shall indemnify the Administrative Agent,
each Lender and each Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent or such Lender or such Issuing Bank, as the case may be, on
or with respect to any payment by or on account of any obligation of the
Borrowers hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrowers by a Lender or an Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
Bank, shall be conclusive absent demonstrable error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which any
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement, shall deliver to such Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by such Borrower as will permit such payments to be
made without withholding or at a reduced rate.

                  SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrowers shall make each payment required to be made by
them hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 12:00 noon, Memphis time, on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 165 Madison Avenue,
Memphis, Tennessee 38103, except payments to be made directly to any Issuing
Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be


<PAGE>

extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements, then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements or Swingline
Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans or participations in LC Disbursements or Swingline
Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans or participations in LC
Disbursements or Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans or participations in LC Disbursements or Swingline Loans;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrowers pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements or Swingline Loans to any
assignee or participant, other than to the Borrowers or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
Each of the Borrowers consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against any
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from any Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Banks
hereunder that the Borrowers will not make such payment, the Administrative
Agent may assume that the Borrowers have made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing Banks, as the case may be, the amount due. In such event,
if the Borrowers have not in fact made such payment, then each of the Lenders or
each of the Issuing Banks, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of


<PAGE>

payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.17(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.18. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender exercises its rights under Section 2.13(c) or requests
compensation under Section 2.14, or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce the cost referred to in
Section 2.11(c) or amounts payable pursuant to Section 2.12 or 2.14, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

                  (b) If any Lender exercises its rights under Section 2.13(c)
or requests compensation under Section 2.14, or if any Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.16, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Existing Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Existing Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from an exercise of rights under Section
2.13(c) or a claim for compensation under Section 2.14 or payments required to
be made pursuant to Section 2.16, such assignment will result in elimination of
the Section 2.13(c) rights on the part of the assignee or a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Existing Borrower to
require such assignment and delegation cease to apply.


<PAGE>

                                   ARTICLE III

                         Representations and Warranties

                  Each Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers.

                  (a) Holdings and each of its Subsidiaries is a corporation,
limited liability company, partnership, association or other business entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required. The
jurisdiction of organization of each Borrower and each of its Subsidiaries
existing on the Second Amendment and Restatement Effective Date is indicated on
Schedule 3.01.

                  (b) As of the Second Amendment and Restatement Effective Date,
Holdings owns the direct and indirect interests in the Subsidiaries specified in
Schedule 3.01. Holdings' record and beneficial ownership, direct and indirect,
of each Subsidiary is free from any material restriction, equity, security
interest, or other Lien other than the Lien granted to the Collateral Agent
pursuant to the Guarantee and Collateral Agreement.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within each Borrower's and each Grantor's corporate powers and have been
duly authorized by all necessary corporate and, if required, stockholder action.
This Agreement and each of the other Loan Documents has been duly executed and
delivered by each Borrower and Grantor executing the same and constitutes a
legal, valid and binding obligation of such Borrower and/or such Grantor,
enforceable in accordance with its respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions and the execution, delivery and performance of the Loan Documents
by the respective parties thereto (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of any Borrower or any of its Subsidiaries or any
order of any Governmental Authority, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon any Borrower or
any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by any Borrower or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
any Borrower or any of its Subsidiaries except pursuant to the Loan Documents.

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrowers have heretofore furnished to the Lenders (i) audited
consolidated and unaudited


<PAGE>

consolidating balance sheet and statements of income, stockholders equity and
cash flows of the Existing Borrower as of and for the Fiscal Years ended
December 31, 2001, December 31, 2002 and December 31, 2003, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) unaudited
interim consolidated and consolidating financial statements of the Existing
Borrower, certified by its chief financial officer, for each Fiscal Quarter
ended after the date of the latest applicable financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial statements
are available. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Existing Borrower and its Consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

                  (b) Since December 31, 2003, there has been no material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of Holdings, the Existing Borrower and its Subsidiaries,
taken as a whole.

                  (c) The unaudited pro forma consolidating balance sheet of
Holdings and its subsidiaries as of August 31, 2004 (the "Pro Forma Balance
Sheet"), copies of which have heretofore been furnished to each Lender, has been
prepared giving effect (as if such events had occurred on such date) to the
Reorganization. The Pro Forma Balance Sheet has been prepared using the Existing
Borrowers' balance sheet as at August 31, 2004 and, to the best of Holdings'
knowledge as of the Second Amendment and Restatement Effective Date, presents
fairly on a pro forma basis the estimated financial position of Holdings and its
Subsidiaries as at August 31, 2004, assuming that the Reorganization had
actually occurred at such date.

                  SECTION 3.05. Properties. (a) Holdings and each of its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, free and clear of all Liens
except for the Liens set forth on Schedule 6.02 to the First Amended and
Restated Credit Agreement, for Liens permitted by Section 6.02 and for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes. Schedule 1.01D lists, as of the Second Amendment and Restatement
Effective Date, each parcel of owned real property of Holdings or any of its
Subsidiaries having a value (together with improvements thereof) of at least
$10,000,000.

                  (b) Holdings and each of its Subsidiaries owns, or is licensed
to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by Holdings and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No material claim
has been asserted and is pending by any Person challenging or questioning the
use of any such intellectual property or the validity or effectiveness of such
intellectual property, nor does Holdings know of any valid basis for any such
claim.

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings, threatened against
or affecting Holdings or any of its Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely


<PAGE>

determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect or (ii) that involve this Agreement or the
Transactions.

                  (b) To the knowledge of Holdings, the facilities and
properties owned, leased or operated by Holdings and each of its Subsidiaries
(the "Properties") do not contain, and have not previously contained, any
Hazardous Materials in amounts or concentrations or under circumstances that
constitute or constituted a violation of, or could give rise to liability under,
any Environmental Law, except for such violation or liability that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

                  (c) (i) The environmental audits regarding the real properties
which are part of the Merchant's Acquisition provided to the Co-Administrative
Agent pursuant to Section 4.01(j) of the March 2003 Credit Agreement do not
contain any finding that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect; and (ii) the Phase I
environmental assessments regarding the real properties which are part of the
NTB Acquisition provided to the Co-Administrative Agent pursuant to Section
4.01(l) of the First Amended and Restated Credit Agreement do not contain any
finding that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.

                  (d) Except with respect to any matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither any Borrower nor any of its Subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability.

                  SECTION 3.07. Compliance with Laws and Agreements. Holdings
and each Subsidiary is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default (determined after
giving effect to this Agreement) has occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
Holdings nor any of its Subsidiaries is (a) an "investment company" or a company
"controlled" by an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940 or (b) a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935.

                  SECTION 3.09. Taxes. Holdings and each of its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which Holdings or such Subsidiary, as
applicable, has set aside on its books adequate reserves to the extent required
by GAAP or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.


<PAGE>

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $2,000,000 the fair market value of the assets of such Plan,
and the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $2,000,000 the
fair market value of the assets of all such underfunded Plans.

                  SECTION 3.11. Disclosure. Holdings has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) prior to the Second Amendment and Restatement
Effective Date contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, Holdings represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

                  SECTION 3.12. Margin Stock. Neither Holdings nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending or arranging for the extension of credit for the purpose
of purchasing or carrying "margin securities" or "margin Stock" (as defined in
Regulations G and U issued by the Board). Neither Holdings nor any Subsidiary
owns or intends to carry or purchase any "margin security" or "margin Stock."
Neither Holdings nor any Subsidiary will use the proceeds of any Loan to
purchase or carry (or refinance any borrowings the proceeds of which were used
to purchase or carry) any "margin security" or "margin Stock." If requested by
any Lender or the Administrative Agent, the Existing Borrower will furnish to
the Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable,
referred to in Regulation U.

                  SECTION 3.13. Compliance with Conditions Precedent. Each
Borrower and each Subsidiary has (a) executed and delivered to the
Co-Administrative Agent and the Lenders the documents described in Section 4.01
hereto; (b) obtained and delivered to the Co-Administrative Agent and the
Lenders the opinions of counsel described in Section 4.01 (b); and (c) otherwise
complied with all other conditions hereto.

                  SECTION 3.14. Labor Matters. There are no strikes, lockouts or
slowdowns against Holdings or any Subsidiary pending or, to the knowledge of
Holdings, threatened that could reasonably be expected to have a Material
Adverse Effect.


<PAGE>

                  SECTION 3.15. Assets. (a) Schedule 4 to the Guarantee and
Collateral Agreement accurately describes the name and registration number of
all federally registered trademarks, tradenames and service marks of Holdings
and its Subsidiaries as of the Effective Date, (b) Schedule 4 to the First
Amendment, dated November 29, 2003, to the Guarantee and Collateral Agreement
accurately describes the name and registration number of all federally
registered trademarks, tradenames and service marks of Holdings and its
Subsidiaries acquired between April 1, 2003 and November 29, 2003, and (c)
Schedule 3.15 accurately describes, as of the Second Amendment and Restatement
Effective Date, the name and registration number of all federally registered
trademarks, tradenames and service marks of Holdings and its Subsidiaries
acquired after November 29, 2003.

                  SECTION 3.16. Security Documents. (a) The Guarantee and
Collateral Agreement is effective to create in favor of the Collateral Agent,
for the benefit of the Lenders, a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of the
Pledged Stock described in the Guarantee and Collateral Agreement, when stock
certificates representing such Pledged Stock are delivered to the Collateral
Agent, and in the case of the other Collateral described in the Guarantee and
Collateral Agreement, financing statements and other filings in appropriate form
having been filed in the offices required under applicable law, the Guarantee
and Collateral Agreement constitutes a fully perfected Lien on, and security
interest in, all right, title and interest of Holdings and the Subsidiaries in
such Collateral and the proceeds thereof, as security for the Obligations (as
defined in the Guarantee and Collateral Agreement), in each case prior and
superior in right to any other Person (except, in the case of Collateral other
than Pledged Stock, Liens permitted by Section 6.02).

                  (b) Each Mortgage is effective to create in favor of the
Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable
Lien on the Mortgaged Property described therein and proceeds thereof, and each
such Mortgage has been filed in the applicable office and constitutes a fully
perfected Lien on, and security interest in, all right, title and interest of
Holdings and the Subsidiaries in the Mortgaged Property and the proceeds
thereof, as security for the Secured Indebtedness (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person.

                  SECTION 3.17. Solvency. Each Borrower is, and after giving
effect to the Reorganization will be and will continue to be, Solvent.

                  SECTION 3.18. Certain Documents. The Existing Borrower has
delivered to the Co-Administrative Agent a complete and correct copy of the NTB
Acquisition Documentation, including any amendments, supplements or
modifications with respect to any of the foregoing.

                  SECTION 3.19. Regulation H. No Mortgage encumbers improved
real property that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood
hazards and in which flood insurance has been made available under the National
Flood Insurance Act of 1968.


<PAGE>

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Second Amendment and Restatement Effective Date.
This Agreement shall become effective as of the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

                  (a) The Co-Administrative Agent (or its counsel) shall have
         received from each of the Borrowers, the Required Lenders and the
         Co-Administrative Agent either (i) a counterpart of this Agreement
         signed on behalf of such party or (ii) written evidence satisfactory to
         the Co-Administrative Agent (which may include telecopy transmission of
         a signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement.

                  (b) The Co-Administrative Agent shall have received a
         favorable written opinion (addressed to the Co-Administrative Agent and
         the Lenders and dated the Second Amendment and Restatement Effective
         Date) of Thompson Hine LLP, counsel for the Borrowers, covering such
         matters relating to the Borrowers, the Grantors, this Agreement and the
         other Loan Documents and the Reorganization as the Required Lenders
         shall reasonably request. Each Borrower hereby requests such counsel to
         deliver such opinion.

                  (c) The Co-Administrative Agent shall have received such
         documents and certificates as the Co-Administrative Agent or its
         counsel may reasonably request relating to the organization, existence
         and good standing of the Borrowers, the authorization of the
         Reorganization and any other legal matters relating to the Borrowers,
         this Agreement and the other Loan Documents and the Reorganization, all
         in form and substance satisfactory to the Co-Administrative Agent and
         its counsel.

                  (d) The Co-Administrative Agent shall have received a
         certificate, dated the Second Amendment and Restatement Effective Date
         and signed by the President, a Vice President or a Financial Officer of
         each of the Borrowers, confirming compliance with the conditions set
         forth in paragraphs (a) and (b) of Section 4.02.

                  (e) The Administrative Agent, the Co-Administrative Agent and
         each Lender shall have received all fees and other amounts due and
         payable on or prior to the Second Amendment and Restatement Effective
         Date, including, to the extent invoiced, reimbursement or payment of
         all out-of-pocket expenses required to be reimbursed or paid by the
         Borrowers hereunder.

                  (f) The Co-Administrative Agent shall have received an
         Assumption Agreement, in the form of Annex 1 to the Guarantee and
         Collateral Agreement, executed and delivered by Holdings.

                  (g) The Reorganization shall have been consummated in
         accordance with applicable law.


<PAGE>

                  (h) The amendments referred to in the definitions of "Existing
         Note Agreement" and "Additional Note Agreement" shall be effective, in
         each case on satisfactory terms and conditions (collectively, the
         "Prudential Consents").

                  (i) All governmental and material third party approvals
         necessary in connection with the Reorganization and the continuing
         operations of Holdings and its Subsidiaries shall have been obtained
         and be in full force and effect, and all applicable waiting periods
         shall have expired without any action being taken or threatened by any
         competent authority that would restrain, prevent or otherwise impose
         adverse conditions on the Reorganization.

                  (j) The Collateral Agent shall have received the certificates
         representing the shares of Capital Stock of the Existing Borrower
         pledged pursuant to the Guarantee and Collateral Agreement, together
         with an undated stock power for such certificate executed in blank by a
         duly authorized officer of Holdings.

The Co-Administrative Agent shall notify the Borrowers and the Lenders of the
Second Amendment and Restatement Effective Date, and such notice shall be
conclusive and binding.

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing and of each Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of each Borrower set
         forth in this Agreement shall be true and correct on and as of the date
         of such Borrowing, or the date of issuance, amendment, renewal or
         extension of such Letter of Credit, as applicable, as if made on such
         date.

                  (b) At the time of and immediately after giving effect to such
         Borrowing, or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by each
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, and all Letters of Credit shall have expired or terminated
and all LC Disbursements shall have been reimbursed, Holdings covenants and
agrees with the Lenders that:

                  SECTION 5.01. Punctual Payment. The Borrowers will punctually
pay or cause to be paid the principal and interest due in respect of each
Borrowing according to the terms hereof and the Borrowers will punctually pay or
cause to be paid the commitment, Letter of


<PAGE>

Credit participation and other fees for which they are responsible pursuant to
Section 2.11 hereof.

                  SECTION 5.02. Financial Statements and Other Information.
Holdings will furnish to each Lender:

                  (a) within 90 days after the end of each Fiscal Year of
         Holdings, its audited consolidated balance sheet and related statement
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous Fiscal Year, all reported on by
         PricewaterhouseCoopers LLP or other independent public accountants of
         recognized national standing (without a "going concern" or like
         qualification or exception and without any qualification or exception
         as to the scope of such, audit) to the effect that such consolidated
         financial statements present fairly in all material respects the
         financial condition and results of operations of Holdings and its
         Consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied; and within 90 days after the end of each
         Fiscal Year of Holdings, its unaudited consolidating balance sheets and
         related statements of operations as of the end of and for such year,
         all certified by one of its Financial Officers as presenting fairly in
         all material respects the financial condition and results of operations
         of each of Holdings' Consolidated Subsidiaries in accordance with GAAP
         consistently applied;

                  (b) within 45 days after the end of each of the first three
         Fiscal Quarters of each Fiscal Year of Holdings, (i) its consolidated
         balance sheets and related statements of operations, stockholders'
         equity and cash flows as of the end of and for such Fiscal Quarter and
         the then elapsed portion of the Fiscal Year, setting forth in each case
         in comparative form the figures for the corresponding period and
         quarter of the previous Fiscal Year, and (ii) its consolidating balance
         sheets and related statements of operations as of the end of and for
         such Fiscal Quarter and the then elapsed portion of the Fiscal Year,
         all certified by one of its Financial Officers as presenting fairly in
         all material respects the financial condition and results of operations
         of Holdings and its Consolidated Subsidiaries on a consolidated and
         consolidating basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         Holdings (i) certifying as to whether a Default has occurred and, if a
         Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Sections
         6.08 through 6.12 and (iii) stating whether any change in GAAP or in
         the application thereof has occurred since the date of the audited
         financial statements referred to in Section 3.04 and, if any such
         change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by Holdings or any


<PAGE>

         Subsidiary with the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any or all of the functions of
         said Commission, or with any national securities exchange, or
         distributed by Holdings to its shareholders generally, as the case may
         be; and

                  (e) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Holdings or any Subsidiary, or compliance with the terms
         of this Agreement and the other Loan Documents, as the Administrative
         Agent or any Lender may reasonably request.

                  SECTION 5.03. Notices of Material Events. Holdings will
furnish to the Co-Administrative Agent and each Lender prompt written notice of
the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting Holdings or any Subsidiary or Affiliate thereof
         that, if adversely determined, could reasonably be expected to result
         in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of Holdings and its Subsidiaries in an
         aggregate amount exceeding $2,000,000;

                  (d) the occurrence of the events described in the definition
         of "Subsidiary" resulting in TBC de Mexico being considered a
         Subsidiary for all purposes of this Agreement; and

                  (e) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of Holdings setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.04. Existence; Conduct of Business. Holdings will,
and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, conversion, restructuring, liquidation, dissolution
or other transaction permitted under Section 6.03.

                  SECTION 5.05. Payment of Obligations. Holdings will, and will
cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
Holdings or such Subsidiary has set aside on its books adequate reserves with
respect thereto in


<PAGE>

accordance with GAAP and (c) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.06. Maintenance of Properties; Insurance. Holdings
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                  SECTION 5.07. Books and Records; Inspection Rights. Holdings
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Holdings will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Co-Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

                  SECTION 5.08. Compliance with Laws. Holdings will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.09. Use of Proceeds. The proceeds of the Revolving
Loans will be used for general corporate purposes of the Borrowers and their
Subsidiaries, including Acceptable Acquisitions. No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations U and
X. Letters of Credit will be used only to support general corporate purposes.

                  SECTION 5.10. Intercompany Loans/Payments. Holdings agrees
with the Lenders that (i) any payments made by a Guarantor in reduction of its
obligation under the Guarantee executed by it, shall reduce dollar for dollar
its total obligation to the Borrowers for repayment of any Intercompany Loans
owed to the Borrowers, (ii) it will require that any payments made by a
Guarantor that is an indirect Wholly-Owned Subsidiary of any Borrower, in
reduction of its obligation under the Guarantee executed by it, shall reduce
dollar for dollar its total obligation for repayment of any Intercompany Loans
owed to another Guarantor and (iii) except as set forth in Schedule 5.10 to the
March 2003 Credit Agreement, neither it nor any Wholly-Owned Subsidiary will
demand, enforce or accept any payments on account of any Intercompany Loans owed
to either Borrower by any Guarantor at a time when such Guarantor is insolvent
or if such payments could reasonably be expected to render such Guarantor
insolvent, to leave it with unreasonably small capital for the business in which
it is engaged and in which it intends to engage, or to leave it unable to pay
its other Indebtedness as the same matures.

                  SECTION 5.11. Subsidiary Guarantees and Collateral. (a) With
respect to any new Subsidiary (other than an Excluded Foreign Subsidiary)
created or acquired after the


<PAGE>

Effective Date by Holdings or any Subsidiary (which, for the purposes of this
paragraph (a), shall include any existing Subsidiary that ceases to be an
Excluded Foreign Subsidiary), Holdings will promptly (i) execute and deliver to
the Collateral Agent such amendments to the Guarantee and Collateral Agreement
as the Collateral Agent deems necessary or advisable to grant to the Collateral
Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by Holdings
or any Subsidiary, (ii) deliver to the Collateral Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of Holdings or the relevant
Subsidiary, (iii) cause such new Subsidiary (A) to become a party to the
Guarantee and Collateral Agreement and (B) to take such actions necessary or
advisable to grant to the Collateral Agent for the benefit of the Lenders a
perfected first priority security interest in the Collateral described in the
Guarantee and Collateral Agreement with respect to such new Subsidiary,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Collateral Agent, and (iv) if requested by the
Collateral Agent, deliver to the Collateral Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Collateral Agent.

                  (b) With respect to any new Excluded Foreign Subsidiary
created or acquired after the Effective Date by Holdings or any Subsidiary
(other than by any Subsidiary that is an Excluded Foreign Subsidiary), Holdings
will promptly (i) execute and deliver to the Collateral Agent such amendments to
the Guarantee and Collateral Agreement as the Collateral Agent deems necessary
or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a
perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by Holdings or such Subsidiary (provided that in no
event shall more than 66% of the total outstanding voting Capital Stock of any
such new Subsidiary be required to be so pledged), (ii) deliver to the
Collateral Agent the certificates representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly authorized
officer of Holdings or the relevant Subsidiary, and take such other action as
may be necessary or, in the opinion of the Collateral Agent, desirable to
perfect the Collateral Agent's security interest therein, and (iii) if requested
by the Collateral Agent, deliver to the Collateral Agent legal opinions relating
to the matters described above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Collateral Agent.

                  SECTION 5.12. Environmental Laws. (a) Holdings will, and will
cause each of its Subsidiaries to, comply in all material respects with, and
ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

                  (b) Holdings will, and will cause each of its Subsidiaries to,
conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful


<PAGE>

orders and directives of all Governmental Authorities regarding Environmental
Laws, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.13. Additional Collateral, etc. (a) With respect to
any fee interest in any real property having a value (together with improvements
thereof) of at least $10,000,000 acquired after the Effective Date by Holdings
or any of its Subsidiaries (other than any such real property subject to a Lien
expressly permitted by Section 6.02(d)), if requested by the Collateral Agent,
Holdings shall, or shall cause its Subsidiary to, promptly (i) execute and
deliver a first priority Mortgage, in favor of the Collateral Agent, for the
benefit of the Lenders, covering such real property, (ii) provide the Lenders
with (x) title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real property (or such other
amount as shall be reasonably specified by the Collateral Agent) as well as a
current ALTA survey thereof, together with a surveyor's certificate and (y) any
consents or estoppels reasonably deemed necessary or advisable by the Collateral
Agent in connection with such Mortgage, each of the foregoing in form and
substance reasonably satisfactory to the Collateral Agent and (iii) deliver to
the Collateral Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Collateral Agent.

                  (b) With respect to any property acquired after the Effective
Date by Holdings or its Subsidiaries (other than (x) any property described in
paragraph (a) or Section 5.11, (y) any property subject to a Lien expressly
permitted by Section 6.02(d) and (z) properly acquired by any Excluded Foreign
Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders,
does not have a perfected Lien, if requested by the Collateral Agent, Holdings
shall promptly (i) execute and deliver to the Collateral Agent such amendments
to the Guarantee and Collateral Agreement or such other documents as the
Collateral Agent deems necessary or advisable to grant to the Collateral Agent,
for the benefit of the Lenders, a security interest in such property and (ii)
take all actions necessary or advisable to grant to the Collateral Agent, for
the benefit of the Lenders, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be requested by the Collateral Agent.

                  SECTION 5.14. Title Insurance, etc. (a) If requested by the
Collateral Agent, Holdings will provide to the Collateral Agent and the title
insurance company issuing the policy referred to in paragraph (b) below (the
"Title Insurance Company") maps or plats of an as-built survey of the sites of
the Mortgaged Properties, and such maps or plats shall be certified to the
Collateral Agent and the Title Insurance Company in a manner satisfactory to
them, dated a date satisfactory to the Collateral Agent and the Title Insurance
Company by an independent professional licensed land surveyor satisfactory to
the Collateral Agent and the Title Insurance Company, which maps or plats and
the surveys on which they are based shall be made in accordance with the Minimum
Standard Detail Requirements for Land Title Surveys jointly established and
adopted by the American Land Title Association and the American Congress on
Surveying and Mapping in 1992, and, without limiting the generality of the
foregoing, there shall be surveyed and shown on such maps, plats or surveys the
following: (A) the locations on such sites of all the buildings, structures and
other improvements and the established building setback


<PAGE>

lines; (B) the lines of streets abutting the sites and width thereof; (C) all
access and other easements appurtenant to the sites; (D) all roadways, paths,
driveways, easements, encroachments and overhanging projections and similar
encumbrances affecting the site, whether recorded, apparent from a physical
inspection of the sites or otherwise known to the surveyor; (E) any
encroachments on any adjoining property by the building structures and
improvements on the sites; (F) if the site is described as being on a filed map,
a legend relating the survey to said map; and (G) the flood zone designations,
if any, in which any Mortgaged Property is located.

                  (b) If requested by the Collateral Agent, Holdings will
provide to the Collateral Agent in respect of each Mortgaged Property a
mortgagee's title insurance policy (or policies) or marked up unconditional
binder for such insurance. Each such policy shall (A) be in an amount
satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C)
insure that the Mortgage insured thereby creates a valid first Lien on such
Property free and clear of all defects and encumbrances, except as disclosed
therein; (D) name the Collateral Agent for the benefit of the Lenders as the
insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended
10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements
and affirmative coverage as the Collateral Agent may reasonably request and (G)
be issued by title companies satisfactory to the Collateral Agent (including any
such title companies acting as co-insurers or reinsurers, at the option of the
Collateral Agent). The Collateral Agent shall have received evidence
satisfactory to it that all premiums in respect of each such policy, all charges
for mortgage recording tax, and all related expenses, if any, have been paid.

                  (c) If requested by the Collateral Agent, Holdings will
provide to the Collateral Agent (A) a policy of flood insurance that (1) covers
any parcel of improved real property that is encumbered by any Mortgage (2) is
written in an amount not less than the outstanding principal amount of the
indebtedness secured by such Mortgage that is reasonably allocable to such real
property or the maximum limit of coverage made available with respect to the
particular type of property under the National Flood Insurance Act of 1968,
whichever is less, and (3) has a term ending not later than the maturity of the
Indebtedness secured by such Mortgage and (B) confirmation that the respective
Borrower has received the notice required pursuant to Section 208(e)(3) of
Regulation H of the Board.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, and all Letters of Credit have expired or been terminated and all
LC Disbursements shall have been reimbursed, Holdings covenants and agrees with
the Lenders that:

                  SECTION 6.01. Indebtedness. Holdings will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness created hereunder, and Guarantees executed
         pursuant to this Agreement;


<PAGE>


            (b) Indebtedness and Guarantees existing on the Effective Date and
      set forth in Schedule 6.01 to the First Amended and Restated Credit
      Agreement and extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount thereof
      over the amount set forth on such Schedule 6.01;

            (c) Indebtedness owed to any Borrower or to any Wholly-Owned
      Subsidiary by any Borrower or any Wholly-Owned Subsidiary, that in each
      case is permitted under Sections 6.04(c);

            (d)   Guarantees and Indebtedness arising in connection with the
      SunTrust Sale and Leaseback;

            (e) Guarantee obligations entered into by Big O Tires, Inc. or its
      Subsidiaries on behalf of its franchisees, other than those existing
      Guarantee obligations listed on Schedule 6.01(e) to the First Amended and
      Restated Credit Agreement, provided that the aggregate principal amount of
      such guaranteed obligations arising after the Effective Date plus the
      aggregate principal amount of loans permitted under Section 6.04(h) at no
      time exceeds $20,000,000;

            (f) Indebtedness of any Subsidiary which becomes such as a result of
      an Acceptable Acquisition, including such Indebtedness that is assumed or
      becomes the subject of a Guarantee, but not any extensions, renewals or
      replacements thereof; provided, that any such Indebtedness is not created
      in contemplation of or in connection with such Acceptable Acquisition;

            (g) Guarantees by any Borrower or any Wholly-Owned Subsidiary of
      Indebtedness of any Borrower or any Wholly-Owned Subsidiary, provided such
      Subsidiary or Borrower Indebtedness is permitted pursuant to this Section;

            (h)   other Indebtedness which does not have an aggregate
      principal amount exceeding $25,000,000 at any time outstanding;

            (i) Guarantee obligations entered into by (x) any Borrower or any
      Wholly-Owned Subsidiary, of obligations of any Borrower or any
      Wholly-Owned Subsidiary to Persons other than their Affiliates, which
      obligations are incurred by them in the ordinary course of business and do
      not constitute Indebtedness, such as trade accounts payable, customer
      advances, accrued expenses and lease payments that do not constitute
      Indebtedness, and (y) any Borrower or any Wholly-Owned Subsidiary, of
      obligations of Persons other than Holdings, Subsidiaries and their
      Affiliates, provided that the aggregate principal amount of the guaranteed
      obligations under this clause (y) plus the aggregate amount of the
      investments permitted under Section 6.04(d) at no time exceeds
      $20,000,000;

            (j)   Guarantees and Indebtedness arising in connection with the
      NTB Sale and Leaseback;

            (k)   Guarantees and Indebtedness arising in connection with sale
      and leaseback transactions permitted under Section 6.13(d); and
<PAGE>
            (l) Capital Lease Obligations in respect of property acquired in the
      NTB Acquisition and set forth on Schedule 6.01 to the First Amended and
      Restated Credit Agreement.

            SECTION 6.02. Liens. Holdings will not, nor will it permit any of
its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

            (a)   Permitted Encumbrances;

            (b) any Lien on any property or asset of Holdings or any Subsidiary
      existing on the Effective Date and set forth in Schedule 6.02 to the First
      Amended and Restated Credit Agreement, provided that, if such Lien is not
      released within sixty days after the Effective Date, (i) such Lien shall
      not apply to any other property or asset of Holdings or any Subsidiary and
      (ii) such Lien shall secure only those obligations which it secures on the
      Effective Date and extensions, renewals and replacements thereof that do
      not increase the outstanding principal amount thereof over the amount set
      forth on such Schedule 6.02;

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by Holdings or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the
      Effective Date prior to the time such Person becomes a Subsidiary;
      provided that (i) such Lien is not created in contemplation of or in
      connection with such acquisition or such Person becoming a Subsidiary, as
      the case may be, (ii) such Lien shall not apply to any other property or
      assets of Holdings or any Subsidiary; (iii) such Lien secures Indebtedness
      permitted by Section 6.01(h) and (iv) such Lien shall secure only those
      obligations which it secures on the date of such acquisition or the date
      such Person becomes a Subsidiary, as the case may be;

            (d) Liens on fixed or capital assets acquired by Holdings or any
      Subsidiary; provided that (i) such Liens secure Indebtedness permitted by
      Section 6.01(h), (ii) such Liens and the Indebtedness secured thereby are
      incurred prior to such acquisition or simultaneously therewith, (iii) the
      Indebtedness secured thereby does not exceed 100% of the cost of acquiring
      such fixed or capital assets, (iv) such security interests shall not apply
      to any other property or assets of Holdings or any Subsidiary; and (v) the
      aggregate Indebtedness secured by all such Liens does not exceed
      $5,000,000;

            (e) Liens arising in connection with (i) the SunTrust Sale and
      Leaseback permitted under Section 6.01(d), (ii) the NTB Sale and Leaseback
      permitted under Section 6.01(j) or (iii) other sale and leaseback
      transactions permitted under Section 6.13(d); and

            (f) a security interest granted by Tire Kingdom, Inc. to Michelin
      Tire Corporation, as secured party, with respect to all inventory
      previously and hereafter purchased from Michelin Tire Corporation by Tire
      Kingdom, Inc. and all proceeds
<PAGE>
      thereof, provided that the aggregate amount of obligations secured thereby
      at no time exceeds $30,000,000.

            SECTION 6.03. Fundamental Changes. (a) Holdings will not, nor will
it permit any of its Subsidiaries to, merge into or with or consolidate with any
other Person, or permit any other Person to merge into or with it or consolidate
with it, or sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of transactions) any of the stock of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing (i) any Wholly-Owned Subsidiary may merge
into any Borrower or into another Wholly-Owned Subsidiary and any Borrower may
merge into the other Borrower; (ii) any Wholly-Owned Subsidiary may sell,
transfer, lease or otherwise dispose of any portion of its assets to any
Borrower or to another Wholly-Owned Subsidiary; (iii) any Wholly-Owned
Subsidiary may liquidate or dissolve if Holdings determines in good faith that
such liquidation or dissolution is in the best interests of the Borrowers and is
not materially disadvantageous to the Lenders; (iv) Acceptable Acquisitions
shall be permitted; (v) the disposal of Northern States Tire, Inc. and the
ownership interests of the Existing Borrower or any of its Wholly-Owned
Subsidiaries in STI Acquisition LLC shall be permitted, whether by sale of
assets or stock, or by merger, consolidation, dissolution or liquidation; (vi)
any Wholly-Owned Subsidiary may change its form of entity to, or otherwise
convert to another form of entity, which is also a Wholly-Owned Subsidiary and
is a Grantor and Guarantor under the Guarantee and Collateral Agreement, or
engage in any other restructuring, provided that no assets of or ownership
interests in any such Wholly-Owned Subsidiary shall be transferred to a Person
which is not also a Wholly-Owned Subsidiary and a Grantor and Guarantor under
the Guarantee and Collateral Agreement; and (vii) a Wholly-Owned Subsidiary of
Holdings may merge into the Existing Borrower pursuant to the Reorganization.

            (b) Holdings will not, nor will it permit any of its Subsidiaries
to, engage to any material extent in any business not reasonably related to (i)
the distribution of tires and other products in the automotive replacement
market, (ii) providing financing to Holdings and its other Subsidiaries, or
(iii) owning and licensing intellectual property used by Holdings or its other
Subsidiaries.

            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Holdings will not, nor will it permit any of its Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a Wholly-Owned Subsidiary prior to such merger) any capital stock,
evidences of Indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

            (a)   Permitted Investments;

            (b) the Merchant's Acquisition; capital investments in any
Subsidiary (provided that the Subsidiary is in existence on the Effective Date
or becomes a Subsidiary at any time after the Effective Date in a manner which
complies with all other provisions of this Agreement
<PAGE>
without giving effect to this clause (b)); and other investments and loans as
otherwise described in Schedule 6.04(b) to the First Amended and Restated Credit
Agreement;

            (c)   Intercompany Loans or advances made by any Borrower or any
Wholly-Owned Subsidiary to any Borrower or any Wholly-Owned Subsidiary;

            (d) loans and advances to, purchases of equity interests in and
contributions to the capital of Joint Ventures and other Persons, not otherwise
permitted pursuant to this Section, provided that the aggregate amount of such
investments, plus the aggregate amount of the obligations guaranteed pursuant to
Section 6.01(i)(y), shall not exceed $20,000,000 at any one time; (Joint Venture
profits and losses that are passed through to its equity holders shall not be
included in the calculation of the aggregate amount of such investments);

            (e) investments in evidences of Indebtedness representing amounts
formerly constituting accounts receivable owed to Holdings or any Subsidiary in
the ordinary course of business;

            (f)   Guarantees permitted under Section 6.01;

            (g) Acceptable Acquisitions. "Acceptable Acquisition" means any
separate individual Acquisition completed after the Effective Date which has
been either (a) approved by the Board of Directors of the corporation, or the
comparable or appropriate body of any other Person, which is the subject of such
Acquisition or (b) recommended by such Board to the shareholders of such
corporation, or by such other body to the equity holders of such other Person,
and in each case (i) the Acquisition target is a Person which is engaged in the
replacement tire industry, (ii) the aggregate consideration for the Acquisitions
shall not exceed $40,000,000 in any one calendar year, (iii) the aggregate
consideration for all Acquisitions completed after the Effective Date shall not
exceed $75,000,000, provided that this amount shall be increased on an annual
basis by 25% of the Existing Borrower's Consolidated Net Income for the
completed 2003 fiscal year and 25% of Holdings' Consolidated Net Income for each
completed fiscal year commencing with its 2004 fiscal year and (iv) the
Acquisition is made under circumstances in which no Default or Event of Default
will either exist or result therefrom, and in which pro forma financial
statements and projections including Holdings, its Subsidiaries and the Person
and/or assets to be acquired, covering the most recent 12 month period for which
financial statements are available and the twelve months following the
Acquisition, would show that no Default or Event of Default will result from the
Acquisition and that the Borrowers will have unused Revolving Credit Commitments
upon consummation of such Acquisition aggregating not less than $20,000,000. As
used in this paragraph, "Acquisition" means any transaction pursuant to which
any Borrower or any of its Wholly-Owned Subsidiaries (a) acquires all of the
outstanding equity securities of any Person other than the Borrowers or any
Person which is then a Wholly-Owned Subsidiary of any Borrower, or (b) otherwise
makes any Person a Wholly-Owned Subsidiary of any Borrower, in any case pursuant
to a merger, purchase of assets or any reorganization, or (c) purchases all or
substantially all of the business or assets of any Person other than a
Wholly-Owned Subsidiary of the Borrowers or of any business unit or line of
business of any such Persons;
<PAGE>
            (h) loans by Big O Tires, Inc. or its Wholly-Owned Subsidiaries to
Big O franchisees, provided that the aggregate principal amount of such loans
arising after the Effective Date plus the aggregate amount of the obligations
guaranteed pursuant to Section 6.01(e) at no time exceeds $20,000,000.
Investments in evidences of Indebtedness permitted under Section 6.04(e) and Big
O franchisee loans that have been sold to third parties shall be excluded from
the loans and obligations required to be within the $20,000,000 limit; and

            (i)   the NTB Acquisition.

            SECTION 6.05. Hedging Agreements. Holdings will not, nor will it
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which Holdings or such Subsidiary is exposed in the conduct of
its business or the management of its liabilities.

            SECTION 6.06. Transactions with Affiliates. Holdings will not, nor
will it permit any of its Subsidiaries to, enter into any transaction
(including, without limitation, the purchase or sale of any property or service)
with or make any payment or transfer to, any of its Affiliates except in the
ordinary course of business and pursuant to the reasonable requirements of
Holdings' or such Subsidiary's business and upon fair and reasonable terms no
less favorable to Holdings' or such Subsidiary than Holdings or such Subsidiary
would obtain in a comparable arms-length transaction; provided that the
foregoing shall not apply to transactions (i) between the Borrowers, between any
Borrower and any Wholly-Owned Subsidiary or between or among any Wholly-Owned
Subsidiaries of the Borrowers, as long as such transactions do not violate
Section 6.04; (ii) if such transactions occur in the ordinary course of business
consistent with past practices of any Borrower and/or Subsidiary, (x)
transactions between such Borrower or any Wholly-Owned Subsidiary and TBC de
Mexico or (xx) transactions between Big O Tires, Inc. or any of its Subsidiaries
and any Joint Venture established by Big O Tires, Inc. or any of its
Subsidiaries in the ordinary course of business, the entire investment in which
is permitted under Section 6.04(d); or (iii) incident to any dissolution or
liquidation of STI Acquisition LLC and the associated distribution or disposal
of any of its assets to the extent permitted under Sections 6.03(a)(v) and
6.13(i).

            SECTION 6.07. Restrictive Agreements. Holdings will not, nor will it
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of Holdings or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to Holdings or any other Subsidiary or to Guarantee Indebtedness of Holdings or
any other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by this Agreement, (ii) the
foregoing shall not apply to restrictions and conditions identified on Schedule
6.07 to the March 2003 Credit Agreement (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating
<PAGE>
to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness and
(v) clause (a) of the foregoing shall not apply to customary provisions in
leases restricting the assignment thereof.

            SECTION 6.08. Fixed Charge Coverage Ratio. Holdings will not permit
the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter of
Holdings to be less than the amount set forth in the following table. For
purposes of this Section, "Fixed Charge Coverage Ratio" means as of the last day
of any Fiscal Quarter of Holdings, the ratio of (a) EBITDA for the period of
four Fiscal Quarters ending on the last day of such quarter to (b) the sum of
the Consolidated Interest Expense, Scheduled Payments and Capital Expenditures
for such period:

<TABLE>
<CAPTION>
            Quarter Ending               Ratio
            --------------               -----
<S>                                      <C>
             12/31/03                    1.15:1
              3/31/04                    1.15:1
              6/30/04                    1.15:1
              9/30/04                    1.25:1
             12/31/04                    1.25:1
              3/31/05                    1.25:1
              6/30/05                    1.25:1
              9/30/05                    1.25:1
             12/31/05                    1.25:1
              3/31/06                    1.50:1
              6/30/06                    1.50:1
              9/30/06                    1.50:1
             12/31/06                    1.50:1
              3/31/07                    1.50:1
              6/30/07                    1.50:1
              9/30/07                    1.50:1
            12/31/07 and thereafter      1.50:1
</TABLE>

            SECTION 6.09.  Maximum Leverage Ratio.  Holdings will not permit
the Leverage Ratio as of the end of any Fiscal Quarter to be greater than
that set forth in the following table:

<TABLE>
<CAPTION>
            Quarter Ending               Ratio
            --------------               -----
<S>                                      <C>
             12/31/03                    3.25:1
              3/31/04                    3.25:1
              6/30/04                    3.25:1
              9/30/04                    3.00:1
             12/31/04                    2.75:1
              3/31/05                    2.75:1
              6/30/05                    2.75:1
              9/30/05                    2.50:1
             12/31/05                    2.50:1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
            Quarter Ending               Ratio
            --------------               -----
<S>                                      <C>
              3/31/06                    2.50:1
              6/30/06                    2.50:1
              9/30/06                    2.25:1
             12/31/06                    2.25:1
              3/31/07                    2.25:1
              6/30/07                    2.25:1
              9/30/07                    2.25:1
            12/31/07 and thereafter      2.25:1
</TABLE>

            SECTION 6.10. Adjusted Debt to EBITDAR. Holdings will not permit the
ratio of (i) Adjusted Debt to (ii) EBITDAR at the end of any Fiscal Quarter to
be greater than the amount set forth in the following table:

<TABLE>
<CAPTION>
            Quarter Ending               Ratio
            --------------               -----
<S>                                      <C>
             12/31/03                    5.35:1
              3/31/04                    5.35:1
              6/30/04                    5.35:1
              9/30/04                    5.35:1
             12/31/04                    5.00:1
              3/31/05                    5.00:1
              6/30/05                    5.00:1
              9/30/05                    4.75:1
             12/31/05                    4.75:1
              3/31/06                    4.75:1
              6/30/06                    4.75:1
              9/30/06                    4.25:1
             12/31/06                    4.25:1
              3/31/07                    4.25:1
              6/30/07                    4.25:1
              9/30/07                    4.00:1
            12/31/07 and thereafter      4.00:1
</TABLE>

For purposes of this Section, at the end of any Fiscal Quarter, (i) "Adjusted
Debt" shall mean Consolidated Funded Indebtedness as of the end such Fiscal
Quarter, plus eight times the rental payments made (net of any sublease income)
during the four Fiscal Quarter period then ended, and (ii) "EBITDAR" shall mean
the aggregate EBITDA, plus the aggregate rental payments (net of any sublease
income), for the four Fiscal Quarter period then ended.

            SECTION 6.11. Asset Test. Holdings will not permit the ratio of the
sum of Holdings' consolidated accounts receivable and inventories subject to a
first priority perfected security interest in favor of the Collateral Agent
pursuant to the Guarantee and Collateral Agreement (and, in any event, exclusive
of any then outstanding amounts secured by a security interest on inventory
permitted by Section 6.02(f)) to Consolidated Funded Indebtedness at the end of
any Fiscal Quarter to be less than the amount set forth in the following table:
<PAGE>
<TABLE>
<CAPTION>
            Quarter Ending               Ratio
            --------------               -----
<S>                                      <C>
             12/31/03                    1.10:1
              3/31/04                    1.10:1
              6/30/04                    1.10:1
              9/30/04                    1.10:1
             12/31/04                    1.20:1
              3/31/05                    1.20:1
              6/30/05                    1.20:1
              9/30/05                    1.35:1
             12/31/05                    1.35:1
              3/31/06                    1.35:1
              6/30/06                    1.35:1
              9/30/06                    1.35:1
             12/31/06                    1.35:1
              3/31/07                    1.35:1
              6/30/07                    1.35:1
              9/30/07                    1.35:1
            12/31/07 and thereafter      1.35:1
</TABLE>

            SECTION 6.12. Disclosure. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Borrowers to
the Administrative Agent or any Lender pursuant to this Agreement or any of the
other Loan Documents will, when so furnished, contain any material misstatement
of fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading; provided that, with respect to projected financial information, such
information may be prepared in good faith based upon assumptions believed to be
reasonable at the time.

            SECTION 6.13. Sale of Assets. Holdings will not sell, lease, assign,
transfer or otherwise dispose of, or permit any of its Subsidiaries to sell,
lease, assign, transfer or otherwise dispose of, any of its or their now owned
or hereafter acquired assets (including, without limitation, shares of stock and
indebtedness of such Subsidiaries, receivables and leasehold interests), except:
(a) for inventory disposed of in the ordinary course of business; (b) for
transactions with Affiliates permitted under Section 6.06; (c) for the sale or
other disposition of assets that are obsolete or no longer used or usable for
the conduct of business in the ordinary course; (d) for one or more transactions
in which fixed or capital assets are sold and leased back, on terms that do not
constitute Capital Lease Obligations (other than the SunTrust Sale and
Leaseback, the NTB Sale and Leaseback and any transaction described in clause
(e) below), provided that if the aggregate sale price of the assets sold exceeds
$15,000,000, the Net Proceeds of each such sale are used to prepay principal of
the Term Loans, of the Prudential Debt and of the Additional Prudential Notes,
pursuant to Section 2.10(c); (e) that Big O Tires, Inc. and its Subsidiaries
shall be permitted (i) to sell Big O franchisee loans to third parties, and (ii)
to sell to Big O franchisees, or to sell and leaseback for subleasing to Big O
franchisees, Big O stores (including real estate, fixtures and equipment),
provided that, in each case under clauses (i) and (ii) the transaction is in the
ordinary course of business and consistent with past practice; (f) for the
SunTrust Sale and Leaseback; (g) for the NTB Sale and Leaseback; and (h) the
<PAGE>
disposition of the assets of, or the ownership interests of the Existing
Borrower and its Wholly-Owned Subsidiaries in, STI Acquisition LLC.

            SECTION 6.14. Restricted Payments. Holdings will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except (a) each Borrower may
declare and pay dividends with respect to its capital stock payable solely in
additional shares of its common stock, (b) Subsidiaries may declare and pay
dividends ratably with respect to their capital stock or other equity interest,
(c) the Existing Borrower may make Restricted Payments (and may make payments to
Holdings to permit Holdings to make Restricted Payments) pursuant to and in
accordance with stock option plans or other benefits for management or employees
of Holdings, the Existing Borrower and its Subsidiaries, (d) so long as no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, the Existing Borrower may make payments (and may make payments
to Holdings to permit Holdings to make payments) in an aggregate amount not
exceeding $10,000,000 per calendar year on account of (i) the purchase,
redemption, retirement, acquisition, cancellation or termination of any shares
of capital stock of Holdings or the Existing Borrower or any option, warrant or
other right to acquire any such shares and (ii) the payment of dividends with
respect to its preferred stock and (e) the Existing Borrower may make Restricted
Payments to Holdings.

                                  ARTICLE VII

                               Events of Default

            If any of the following events ("Events of Default") shall occur:

            (a) the Borrowers shall fail to pay any principal of any Loan or any
      reimbursement obligation in respect of any LC Disbursement when and as the
      same shall become due and payable, whether at the due date thereof or at a
      date fixed for prepayment thereof or otherwise;

            (b) the Borrowers shall fail to pay any interest on any Loan or any
      fee or any other amount (other than an amount referred to in clause (a) of
      this Article) payable under this Agreement or any other Loan Document when
      and as the same shall become due and payable, and such failure shall
      continue unremedied for a period of three days;

            (c) any representation or warranty made or deemed made by or on
      behalf of any Borrower or any Subsidiary in or in connection with this
      Agreement or any other Loan Document or any amendment or modification
      hereof or thereof, or waiver hereunder or thereunder, or in any report,
      certificate, financial statement or other document furnished pursuant to
      or in connection with this Agreement or any other Loan Document or any
      amendment or modification hereof or thereof or waiver hereunder or
      thereunder, shall prove to have been materially incorrect when made or
      deemed made;

            (d) (i) Holdings shall fail to observe or perform any covenant,
      condition or agreement contained in Section 5.03, 5.04 (with respect to
      Holdings' existence) or 5.08, or (ii) Holdings shall fail to observe or
      perform any covenant or agreement contained in
<PAGE>
      Article VI, and in each case in clauses (i) and (ii), either (x) such
      failure is not remedied within two Business Days after any of the Chief
      Executive Officer of Holdings or any Financial Officer obtains knowledge
      thereof or (xx) within such two-day period, the Required Lenders, or the
      Co-Administrative Agent on instructions of the Required Lenders, gives
      Holdings notice that such failure constitutes a Default;

            (e) any Borrower shall fail to observe or perform any covenant,
      condition or agreement contained in this Agreement and binding on it
      (other than those specified in clauses (a), (b), (c) or (d) of this
      Article), and such failure shall continue unremedied for a period of 30
      days after the earlier to occur of (i) the date the Existing Borrower
      shall have obtained knowledge thereof and (ii) written notice thereof from
      the Co-Administrative Agent to the Existing Borrower (which notice will be
      given at the request of any Lender);

            (f) any Borrower or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (g) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or defeasance
      thereof, prior to its scheduled maturity; provided that this clause (g)
      shall not apply to secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of Holdings or any Subsidiary or its debts, or of a
      substantial part of its assets, under any Federal, state or foreign
      bankruptcy, insolvency, receivership or similar law now or hereafter in
      effect or (ii) the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings or any
      Subsidiary or for a substantial part of its assets, and, in any such case,
      such proceeding or petition shall continue undismissed for 60 days or an
      order or decree approving or ordering any of the foregoing shall be
      entered;

            (i) Holdings or any Subsidiary shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or
      other relief under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect, (ii) consent to
      the institution of, or fail to contest in a timely and appropriate manner,
      any proceeding or petition described in clause (h) of this Article, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings or any
      Subsidiary or for a substantial part of its assets, (iv) file an answer
      admitting the material allegations of a petition filed against it in any
      such proceeding, (v) make a general assignment for the benefit of
      creditors or (vi) take any action for the purpose of effecting any of the
      foregoing;
<PAGE>
            (j)   any Borrower shall become unable, admit in writing its
      inability or fail generally to pay its debts as they become due;

            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of $3,000,000 shall be rendered against Holdings, any
      Subsidiary or any combination thereof and the same shall remain
      undischarged for a period of 30 consecutive days during which execution
      shall not be effectively stayed, or any action shall be legally taken by a
      judgment creditor to attach or levy upon any assets of Holdings or any
      Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in liability of
      Holdings and its Subsidiaries in an aggregate amount exceeding $2,000,000;

            (m)   a Change in Control shall occur;

            (n) Holdings or any Subsidiary shall be subject to any Environmental
      Liability or the subject of any proceeding or investigation pertaining to
      the release by Holdings or any Subsidiary, or any other Person of any
      Hazardous Material into the environment, or pertaining to any violation of
      any Environmental Law, which, in any case, could reasonably be expected to
      have a Material Adverse Effect; or

            (o) the Guarantee and Collateral Agreement, the guarantee contained
      in Section 2 of the Guarantee and Collateral Agreement or any Mortgage
      shall for any reason cease to be an enforceable obligation of any Borrower
      or any Grantor, as the case may be, that executed the same or if such
      party or any other Person should contest the validity of such guarantee,
      the Guarantee and Collateral Agreement or Mortgage or shall seek in any
      way to have it declared null and void or to have such party's obligations
      thereunder in any way limited, or if such party shall in any respect not
      described elsewhere in this Article fail to perform any of its obligations
      under such Guarantee and Collateral Agreement or any Mortgage, and such
      failure shall continue unremedied for a period of fifteen days after the
      earlier to occur of (i) the date the Existing Borrower shall have obtained
      knowledge thereof or (ii) written notice thereof from the Collateral Agent
      to the Existing Borrower (which notice will be given at the request of any
      Lender);

then, and in every such event (other than an event with respect to any Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Co-Administrative Agent shall,
pursuant to the request of the Required Lenders, by notice to the Existing
Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Revolving Credit Commitments, and thereupon the
Revolving Credit Commitments shall terminate immediately, and (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, in which case
any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall become due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are
<PAGE>
hereby waived by each Borrower; and in case of any event with respect to any
Borrower described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower.

                                  ARTICLE VIII

            The Administrative Agent and the Co-Administrative Agent

            Each of the Lenders and the Issuing Banks hereby irrevocably
appoints each of the Administrative Agent and the Co-Administrative Agent as its
agent under this Agreement and the other Loan Documents, and authorizes the
Administrative Agent and the Co-Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated respectively to the
Administrative Agent and the Co-Administrative Agent by the terms hereof and of
the other Loan Documents together with such actions and powers as are reasonably
incidental thereto.

            Each bank serving as the Administrative Agent and the
Co-Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent or the Co-Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with any Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent or the Co-Administrative
Agent hereunder.

            Neither the Administrative Agent nor the Co-Administrative Agent
shall have any duties or obligations except those expressly set forth herein and
in the other Loan Documents. Without limiting the generality of the foregoing,
(a) neither shall be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) neither
shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby and in the other Loan Documents that the Administrative
Agent or the Co-Administrative Agent is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), and (c) except
as expressly set forth herein, neither the Administrative Agent nor the
Co-Administrative Agent shall have any duty to disclose, nor shall it be liable
for the failure to disclose, any information relating to the Borrowers or any of
the Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or Co-Administrative Agent, as the case may be, or any of
its respective Affiliates in any capacity. Neither the Administrative Agent nor
the Co-Administrative Agent shall be liable for any action taken or not taken by
it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or for any action taken or not taken
by it in the absence of its own gross negligence or willful misconduct. Neither
the Administrative Agent nor the Co-Administrative Agent shall be deemed to have
knowledge of any Default (including any event of default under any other Loan
Document) unless and until written notice thereof is
<PAGE>
given to it by the Borrowers or a Lender, and neither the Administrative Agent
nor the Co-Administrative Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein or in any other Loan Document other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent or the Co-Administrative Agent, as the case may be.

            The Administrative Agent and the Co-Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing believed by it in good faith to be genuine and to have been signed or
sent by the proper Person. Each of the Administrative Agent and the
Co-Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it in good faith to be made by the proper Person, and
shall not incur any liability for relying thereon. Each of the Administrative
Agent and the Co-Administrative Agent may consult with legal counsel (who may be
counsel for the Borrowers), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

            Each of the Administrative Agent and the Co-Administrative Agent may
perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it in good faith. The Administrative
Agent and the Co-Administrative Agent and any such sub-agent may perform any and
all duties and exercise rights and powers through their respective Related
Parties. The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
the Co-Administrative Agent, and any such sub-agent.

            Upon the appointment and acceptance of a successor Administrative
Agent or Co-Administrative Agent as provided in this paragraph, the
Administrative Agent or Co-Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Existing Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the approval of the
Existing Borrower (provided the Existing Borrower's approval shall not be
required during the existence of a Default), to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
or Co-Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent or Co-Administrative Agent may, on behalf of the Lenders
and the Issuing Bank, appoint a successor Administrative Agent or
Co-Administrative Agent, which shall be a bank with an office in the United
States, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent or Co-Administrative Agent hereunder and under the other
Loan Documents by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent or Co-Administrative Agent, and the retiring Administrative
Agent or Co-Administrative Agent shall be discharged from any further duties and
obligations
<PAGE>
hereunder and under the other Loan Documents. The fees payable by the Borrowers
to a successor Administrative Agent or Co-Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent's or
Co-Administrative Agent's resignation hereunder, the provisions of this Article
and Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent or Co-Administrative Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while acting as Administrative Agent or Co-Administrative
Agent, as the case may be.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, the Co-Administrative Agent, or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, the Co-Administrative Agent or any other
Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

            (a)   if to any Borrower, to it at 7111 Fairway Drive, Suite 201,
      Palm Beach Gardens, Florida 33418, Attention of Chief Financial
      Officer, (Fax No. (561) 775-4993);

            (b)   if to the Administrative Agent, to National Department, 165
      Madison Avenue, Memphis, Tennessee 38103, Attention of Manager,
      National Department (Fax No. (901) 523-4267);

            (c) if to any Issuing Bank, to First Tennessee Bank National
      Association at National Department, 165 Madison Avenue, Memphis, Tennessee
      38103, Attention of James Moore, Senior Vice President (Fax No. (901)
      523-4267) and to JPMorgan Chase Bank at Corporate Banking Department, One
      Chase Square, 9th Floor, Rochester, New York, 14643, Attention of Bruce
      Yoder, Vice President (Fax No. (716) 258-4258);

            (d)   if to the Swingline Lender, to it at National Department,
      165 Madison Avenue, Memphis, Tennessee 38103, Attention of Manager,
      National Department (Fax No. (901) 523-4267);

            (e)   if to the Co-Administrative Agent, to it at it at Corporate
      Banking Department, One Chase Square, 9th Floor, Rochester, New York,
      14643, Attention of Bruce Yoder, Vice President (Fax No. (716)
      258-4258);
<PAGE>
            (f)   if to any other Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

            SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Co-Administrative Agent, any Issuing Bank or any
Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Co-Administrative Agent, the Issuing Banks and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of
a Loan or issuance of a Letter of Credit shall not be construed as a waiver of
any Default, regardless of whether the Administrative Agent, the
Co-Administrative Agent, any Lender or any Issuing Bank may have had notice or
knowledge of such Default at the time.

            (b) Neither this Agreement, any Loan Document nor any provision
hereof or thereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by each Borrower and the
Required Lenders or by each Borrower and the Co-Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder, or
waive or release the obligation of any Borrower with respect to any such
principal, interest, fees, or LC Disbursement without the written consent of
each Lender affected thereby, (iii) postpone the scheduled date of payment of
the principal amount of any Loan or LC Disbursement, or any interest thereon, or
any fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.17(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender, or (vi)
waive, amend or modify any of the provisions of Article VIII or, except as
provided in Section 4(a) of the Intercreditor Agreement, release any of the
Collateral or release all or substantially all of the Guarantors from their
obligations under the Guarantee and Collateral Agreement, without the written
consent of all Lenders; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the
Co-Administrative Agent, the Issuing Banks or the Swingline Lender
<PAGE>
hereunder without the prior written consent of the Administrative Agent, the
Co-Administrative Agent, the Issuing Banks or the Swingline Lender, as the case
may be.

            (c) Should any Borrower or any Guarantor become a party to a case
under the United States Bankruptcy Code, each Lender shall be entitled to file
its own claim, to the extent that a filing may be necessary. The
Co-Administrative Agent shall review each claim before being filed by a Lender
to assure that the claim is filed on a basis consistent with the Administrative
Agent's and the Co-Administrative Agent's records and the legal position, if
any, taken by the Administrative Agent or the Co-Administrative Agent on behalf
of the Lenders pursuant to this Agreement. Should any Borrower or any Guarantor
become a party to a reorganization proceeding under the United States Bankruptcy
Code, each Lender shall be recognized as the holder of a separate claim for the
purpose of the approval or rejection of a plan under 11 U.S.C. Section 1126, may
freely vote such claim, and the provisions of this Section shall control Section
9.02(b) and the other provisions of this Agreement that might otherwise require
the consent of the Required Lenders or of all Lenders in such circumstances. The
Administrative Agent and Co-Administrative Agent shall continue as such under
this Agreement and the other Loan Documents as they may be amended by any
adopted plan of reorganization in such a proceeding.

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers
agree to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Co-Administrative Agent and their respective
Affiliates, including the reasonable fees, charges and disbursements of their
respective counsel, in connection with the syndication of the credit facilities
provided for herein, and the preparation and administration of this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by any Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment related thereto and (iii) all out-of-pocket expenses incurred by the
Collateral Agent under the Guarantee and Collateral Agreement, any Issuing Bank
or any Lender, including the fees, charges and disbursements of any counsel for
the Administrative Agent, the Co-Administrative Agent, any Issuing Bank or any
Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement, and the other Loan Documents including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

            (b) The Borrowers agree to indemnify the Administrative Agent, the
Co-Administrative Agent, each Issuing Bank and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery by any Borrower or any Grantor of this
Agreement, the other Loan Documents and any agreement or instrument contemplated
hereby or thereby, the performance by any Borrower or any Grantor of their
respective obligations hereunder and under the other Loan Documents or the
consummation of the Transactions or any other transactions
<PAGE>
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit)
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by Holdings or any of its Subsidiaries, or
any Environmental Liability related in any way to Holdings or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

            (c) To the extent that the Borrowers fail to pay any amount required
to be paid by it to the Administrative Agent, the Co-Administrative Agent, each
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the
Co-Administrative Agent, each Issuing Bank or the Swingline Lender, as the case
may be, such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought based on such
Lender's Revolving Credit Commitment as a percentage of all Revolving Credit
Commitments) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the
Co-Administrative Agent, the Issuing Bank or the Swingline Lender, in its
capacity as such.

            (d) To the extent permitted by applicable law, no Borrower shall
assert, and each Borrower hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit, or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

            SECTION 9.04. Successors and Assigns; Participations and
Assignments. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that
issues any Letter of Credit), except that (i) no Borrower may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by any
Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at
<PAGE>
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

            (A) the Existing Borrower, provided that no consent of the Existing
      Borrower shall be required for an assignment to a Lender, an affiliate of
      a Lender, an Approved Fund (as defined below) or, if an Event of Default
      under Article VII has occurred and is continuing, any other Person; and

            (B) the Co-Administrative Agent, provided that no consent of the
      Co-Administrative Agent shall be required for an assignment of (x) any
      Revolving Commitment to an assignee that is a Lender with a Revolving
      Commitment immediately prior to giving effect to such assignment or (y)
      all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or
      an Approved Fund.

            (ii)  Assignments shall be subject to the following additional
conditions:

            (A) except in the case of an assignment to a Lender, an affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Term Loan
      or Revolving Loan, the amount of the Commitments or Loans of the assigning
      Lender subject to each such assignment (determined as of the date the
      Assignment and Acceptance with respect to such assignment is delivered to
      the Administrative Agent) shall not be less than $2,000,000 unless each of
      the Existing Borrower and the Administrative Agent otherwise consent,
      provided that (1) no such consent of the Existing Borrower shall be
      required if an Event of Default under Article VII has occurred and is
      continuing and (2) such amounts shall be aggregated in respect of each
      Lender and its affiliates or Approved Funds, if any;

            (B) the parties to each assignment shall execute and deliver to the
      Co-Administrative Agent an Assignment and Acceptance, together with a
      processing and recordation fee of $3,500; and

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

            For the purposes of this Section 9.04, the term "Approved Fund" has
the following meaning:

            "Approved Fund" means any Person (other than a natural person) that
      is engaged in making, purchasing, holding or investing in bank loans and
      similar extensions of credit in the ordinary course of its business and
      that is administered or managed by (a) a Lender, (b) an Affiliate of a
      Lender or (c) an entity or an Affiliate of an entity that administers or
      manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Acceptance the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
<PAGE>
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

            (iv) The Co-Administrative Agent, acting for this purpose as an
agent of the Borrowers, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and each Borrower, the Administrative Agent, the
Co-Administrative Agent, each Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by each Borrower, each
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the Assignee's completed
Administrative Questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Co-Administrative Agent shall accept such Assignment
and Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of the Borrowers or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrowers, the Administrative Agent, the Co-Administrative Agent,
each Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to the proviso to Section 9.02(b) and (2)
directly affects such Participant. Subject to paragraph (c)(ii) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also
<PAGE>
shall be entitled to the benefits of Section 9.08 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.17(c) as though it
were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Existing Borrower's prior written consent. Any Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.16 unless the Existing Borrower is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of each
Borrower, to comply with Section 2.16(e) as though it were a Lender.

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for such Lender as a party hereto.

            (e) The Borrowers, upon receipt of written notice from the relevant
Lender, agree to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

            (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Existing Borrower or the Administrative Agent and
without regard to the limitations set forth in Section 9.04(b). Each Borrower,
each Lender, the Administrative Agent and the Co-Administrative Agent hereby
confirms that it will not institute against a Conduit Lender or join any other
Person in instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

            SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers or either of them herein and in the other
Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement and the other Loan Documents shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and the issuance of any Letters of Credit, regardless of any investigation made
by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Co-Administrative Agent, any Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement or the
<PAGE>
other Loan Documents is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Revolving Credit Commitments have not expired or
terminated. The provisions of Sections 2.14, 2.15, 2.16, 9.03 and 9.12 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Revolving
Credit Commitments or the termination of this Agreement or any provision hereof.

            SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent, any Issuing Bank or any Lender constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof including, without limitation, each Commitment Letter
between the Existing Borrower and each Lender, to the extent, but only to the
extent, that it relates to such Lender. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and the Co-Administrative Agent and when the
Co-Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each Borrower and the Required Lenders,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement. Each Assignee
of any Lender shall become a party to the Intercreditor Agreement upon its
becoming a Lender pursuant to the term and conditions hereof.

            SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized, provided that it has the consent of the Co-Administrative Agent
(which consent may not be unreasonably withheld), at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of any Borrower against any and all of the
obligations of the Borrowers now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.
<PAGE>

                  SECTION 9.09. Governing Law, Jurisdiction; Consent to Service
of Process.(a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York applicable to contracts made and to be
performed in such state, without regard to conflict of laws principles.

                  (b) Each Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Courts of the State of New York sitting in New York County and of the United
States District Court sitting in New York County, New York and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York state or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Co-Administrative Agent, the Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against any
Borrower or its properties in the courts of any jurisdiction.

                  (c) Each Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.



<PAGE>
                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Co-Administrative Agent, the Issuing Banks and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) if an agreement containing provisions substantially the same as
those of this Section has been obtained, to any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, (g) with the consent of the Existing Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Co-Administrative Agent, any Issuing Bank or any
Lender on a nonconfidential basis from a source other than the Borrowers. For
the purposes of this Section, "Information" means all information received from
any Borrower relating to any Borrower or its Subsidiaries' businesses, other
than any such information that is available to the Administrative Agent, the
Co-Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by any Borrower; provided that, in the case of
information received from any Borrower after the Effective Date, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan or LC Disbursement, together with all fees, charges and other amounts
which are treated as interest on such Loan or LC Disbursement under applicable
law (collectively the "Charges"), shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to such Lender
in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.

                  SECTION 9.14. Effect of Amendment and Restatement of the First
Amended and Restated Credit Agreement; Consent to Amendment of Guarantee and
Collateral Agreement. On the Second Amendment and Restatement Effective Date,
the First Amended and Restated Credit Agreement shall be amended, restated and
superseded in its entirety. The parties hereto acknowledge and agree that (i)
this Agreement and the other Loan Documents, whether executed and delivered in
connection herewith or otherwise, do not constitute a novation, payment and


<PAGE>

reborrowing, or termination of the "Facility Obligations" (as defined in the
First Amended and Restated Credit Agreement) under the First Amended and
Restated Credit Agreement as in effect prior to the Second Amendment and
Restatement Effective Date; (ii) such "Facility Obligations" are in all respects
continuing (as amended and restated hereby); (iii) the Liens and security
interests as granted under the applicable Loan Documents securing payment of
such "Facility Obligations" are in all respects continuing and in full force and
effect; and (iv) references in the Loan Documents to the "Credit Agreement"
shall be deemed to be references to this Agreement, and to the extent necessary
to effect the foregoing, each such Loan Document is hereby deemed amended
accordingly.

                  SECTION 9.15. Joint and Several Liability of Borrowers. Unless
otherwise specified herein, the Borrowers shall be jointly and severally liable
for all obligations undertaken by them in this Agreement, including, but not
limited to, the repayment of Loans pursuant to Section 2.09 hereof, the payment
of fees pursuant to Section 2.11 hereof, the payment of costs and other amounts
pursuant to Sections 2.14, 2.15 and 2.18 hereof, and the payment of expenses and
indemnities pursuant to Section 9.03 hereof.



<PAGE>

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


                                        TBC CORPORATION, formerly known as
                                        TBC Parent Holding Corp.

                                        By: /s/ Thomas W. Garvey
                                           -------------------------------------
                                           Name:  Thomas W. Garvey
                                           Title: Executive Vice President/Chief
                                                  Financial Officer


                                        TBC PRIVATE BRANDS, INC.,
                                        formerly known as TBC Corporation

                                        By: /s/ Thomas W. Garvey
                                           -------------------------------------
                                           Name:  Thomas W. Garvey
                                           Title: Executive Vice President/Chief
                                                  Financial Officer


                                        JPMORGAN CHASE BANK, N.A.
                                        (formerly known as JPMorgan Chase Bank),
                                        as Co-Administrative Agent
                                        and as a Lender

                                        By: /s/ Bruce Yoder
                                           -------------------------------------
                                           Name:  Bruce Yoder
                                           Title: Vice President


                                        U.S. BANK NATIONAL ASSOCIATION

                                        By: /s/ Ward C. Wilson
                                           -------------------------------------
                                           Name:  Ward C. Wilson
                                           Title: Senior Vice President



<PAGE>

                                        SUNTRUST BANK

                                        By: /s/ Bryan W. Ford
                                           -------------------------------------
                                           Name:  Bryan W. Ford
                                           Title: Director


                                        NATIONAL CITY

                                        By: /s/ Michael A. Moose
                                           -------------------------------------
                                           Name:  Michael A. Moose
                                           Title: Assistant Vice President


                                        REGION BANK

                                        By: /s/ Phillip L. May
                                           -------------------------------------
                                           Name:  Phillip L. May
                                           Title: Senior Vice President


                                        UNION PLANTERS BANK, N.A.

                                        By: /s/ Joeller L. Rogin
                                           -------------------------------------
                                           Name:  Joeller L. Rogin
                                           Title: Vice President


                                        COMPASS BANK

                                        By: /s/ Keely W. McGee
                                           -------------------------------------
                                           Name:  Keely W. McGee
                                           Title: Vice President


                                        THE PROVIDENT BANK

                                        By: /s/ James C. Ritchie
                                           -------------------------------------
                                           Name:  James C. Ritchie

<PAGE>

                                           Title: Vice President



                                        KEYBANK NATIONAL ASSOCIATION

                                        By: /s/ W. Robert Perkins
                                           -------------------------------------
                                           Name:  W. Robert Perkins
                                           Title: Vice President



<PAGE>

                                                                  SCHEDULE 1.01A

                                    [FORM OF]
                            ASSIGNMENT AND ACCEPTANCE

         Reference is made to the Credit Agreement, dated as of March 31, 2003,
as amended and restated as of November 29, 2003, and as further amended and
restated as of November 19, 2004 (as amended and in effect on the date hereof,
the "Credit Agreement"), among TBC Parent Holding Corp., TBC Corporation, the
Lenders named therein, First Tennessee Bank National Association, as
Administrative Agent for the Lenders, and JPMorgan Chase Bank, N.A., as
Co-Administrative Agent for the Lenders. Terms defined in the Credit Agreement
are used herein with the same meanings.

         The Assignor named on the reverse hereof hereby sells and assigns,
without recourse, to the Assignee named on the reverse hereof, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Assignment Date set forth on the reverse hereof, the interests set forth
on the reverse hereof (the "Assigned Interest") in the Assignor's rights and
obligations under the Credit Agreement, including, without limitation, the
interests set forth on the reverse hereof in the Revolving Credit Commitment of
the Assignor on the Assignment Date and Loans owing to the Assignor which are
outstanding on the Assignment Date, together with the participations in Letters
of Credit, LC Disbursements and Swingline Loans held by the Assignor on the
Assignment Date, but excluding accrued interest and fees to and excluding the
Assignment Date. The Assignee hereby acknowledges receipt of a copy of the
Credit Agreement and the other Loan Documents. From and after the Assignment
Date (i) the Assignee shall be a party to and be bound by the provisions of the
Credit Agreement and the Intercreditor Agreement and, to the extent of the
Assigned Interest, have the rights and obligations of a Lender thereunder and
under the other Loan Documents and (ii) the Assignor shall, to the extent of the
Assigned Interest, relinquish its rights and be released from its obligations
under the Credit Agreement and the other Loan Documents.

         This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.16(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The Assignee shall pay the fee payable to the Administrative
Agent pursuant to Section 9.04(b) of the Credit Agreement.

         This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:



<PAGE>


Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date"):

<TABLE>
<CAPTION>
======================================================================================================================
Facility                                 Principal Amount          Percentage Assigned of Facility/Revolving Credit
                                         Assigned                  Commitment (set forth, to at least 8 decimals, as
                                                                   a percentage of the Facility and the aggregate
                                                                   Revolving Credit Commitments of all Lenders
                                                                   thereunder
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>
Revolving Credit                         $                                                                          %
Commitment Assigned:
----------------------------------------------------------------------------------------------------------------------
Revolving Loans:                         $                                                                          %
----------------------------------------------------------------------------------------------------------------------
Tranche A Term Loans:                    $                                                                          %
----------------------------------------------------------------------------------------------------------------------
Tranche B Term Commitment Assigned:      $                                                                          %
----------------------------------------------------------------------------------------------------------------------
Tranche B Term Loans:                    $                                                                          %
----------------------------------------------------------------------------------------------------------------------
Tranche C Term Commitment Assigned:      $                                                                          %
----------------------------------------------------------------------------------------------------------------------
Tranche C Term Loans:                    $                                                                          %
======================================================================================================================
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

<TABLE>
<S>                                                          <C>
----------------------------------------------------------------------------------------------------------------------
                                                             [Name of Assignor], as Assignor



                                                             By:
                                                                ---------------------------------------------------
                                                                Name:
                                                                Title:
----------------------------------------------------------------------------------------------------------------------
                                                             [Name of Assignee], as Assignee



                                                             By:
                                                                ---------------------------------------------------
                                                                Name:
                                                                Title:
----------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


The undersigned hereby consent to the within assignment:


TBC Corporation                         JPMorgan Chase Bank, N.A.,
                                        as Co-Administrative Agent



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


TBC Private Brands, Inc.



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



<PAGE>

                                                                  SCHEDULE 1.01B

                 FORM OF INCREMENTAL FACILITY ACTIVATION NOTICE


To:  JPMORGAN CHASE BANK, N.A.,
     as Co-Administrative Agent under the Credit Agreement referred to below

                  Reference is hereby made to the Credit Agreement, dated as of
March 31, 2003, as amended and restated as of November 29, 2003, and as further
amended and restated as of November 19, 2004 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among TBC Parent
Holding Corp. and TBC Corporation (the "Borrowers"), the Lenders party thereto,
the Syndication Agent and Documentation Agents named therein, First Tennessee
National Association, as administrative agent (in such capacity, the
"Administrative Agent") and JPMorgan Chase Bank, N.A., as co-administration
agent for the Lenders (in such capacity the "Co-Administrative Agent"). Terms
defined in the Credit Agreement shall have their defined meanings when used
herein.

                  This notice is an Incremental Facility Activation Notice
referred to in the Credit Agreement, and the Borrowers and each of the Lenders
party hereto hereby notify you that:

         1.       Each Lender party hereto agrees to make or increase the amount
                  of its Revolving Commitments in the amount set forth opposite
                  such Lender's name below under the caption "Increased Facility
                  Amount".

         2.       The Increased Facility Closing Date is ______.

                  The undersigned [Chief Financial Officer][Vice President and
Treasurer] of the Borrower certifies as follows:

         1.       I am the duly elected, qualified and acting [Chief Financial
                  Officer][Vice President and Treasurer] of the Borrower.

         2.       I have reviewed and am familiar with the contents of this
                  Increased Facility Activation Notice.

         3.       I have reviewed the terms of the Credit Agreement and the Loan
                  Documents and have made or caused to be made under my
                  supervision, a review in reasonable detail of the transactions
                  and condition of the Borrower during the accounting period
                  ended __________ __, 200_ [insert most recent period for which
                  Financial Statements have been delivered]. Such review did not
                  disclose the existence during or at the end of the accounting
                  period covered by the Financial Statements, and I have no
                  knowledge of the existence, as of the date of this
                  Certificate, of any Default or Event of Default, both on the
                  date hereof and after giving pro forma effect to any Loans
                  made pursuant to this Increased Facility Activation Notice and
                  the application of the proceeds therefrom.


<PAGE>

         4.       The requirements set forth in clauses (B), (C) and (D) of the
                  proviso to Section 2.02(d) of the Credit Agreement have been
                  complied with in connection with this Increased Facility
                  Activation Notice.

                  IN WITNESS WHEREOF, the undersigned have executed this
Increased Facility Activation Notice this _____ day of ____, 200__.



                                           -------------------------------------
                                           Name:
                                           Title:  [Chief Financial Officer]
                                                   [Vice President and
                                                   Treasurer]
                                                   TBC CORPORATION

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

Increased Facility Amount                             [NAME OF LENDER]

$

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

CONSENTED TO:

JPMORGAN CHASE BANK, N.A.,
as Co-Administrative Agent

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


<PAGE>

                                 SCHEDULE 1.01D
                              OWNED REAL PROPERTIES

     Offices and warehouse located at: 4770 Hickory Hill Road, Memphis, TN.



<PAGE>


                                                                   SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                       Revolving        Tranche A        Tranche B      Tranche C
              Lender                     Credit         Term Loan        Term Loan      Term Loan          Total
                                       Commitment       Commitment       Commitment     Commitment
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>             <C>             <C>             <C>
JPMorgan Chase Bank                   $ 17,482,016      $ 8,920,862     $ 3,597,122     $ 4,000,000     $ 34,000,000
----------------------------------------------------------------------------------------------------------------------
First Tennessee Bank National         $ 13,694,245      $ 6,988,009     $ 2,817,746     $ 4,000,000     $ 27,500,000
Association
----------------------------------------------------------------------------------------------------------------------
SunTrust Bank                         $ 14,568,345      $ 7,434,053     $ 2,997,602     $ 4,000,000     $ 29,000,000
----------------------------------------------------------------------------------------------------------------------
U.S. Bank National Association        $ 14,568,345      $ 7,434,053     $ 2,997,602     $ 4,000,000     $ 29,000,000
----------------------------------------------------------------------------------------------------------------------
Fleet Retail Group, Inc.              $ 11,654,676      $ 5,947,242     $ 2,398,082     $ 4,000,000     $ 24,000,000
----------------------------------------------------------------------------------------------------------------------
National City                         $ 11,654,676      $ 5,947,242     $ 2,398,082     $ 4,000,000     $ 24,000,000
----------------------------------------------------------------------------------------------------------------------
Fifth Third Bank                      $  8,741,007      $ 4,460,432     $ 1,798,561     $ 4,000,000     $ 19,000,000
----------------------------------------------------------------------------------------------------------------------
Guaranty Bank                         $  8,741,007      $ 4,460,432     $ 1,798,561     $ 4,000,000     $ 19,000,000
----------------------------------------------------------------------------------------------------------------------
Regions Bank                          $  8,741,007      $ 4,460,432     $ 1,798,561     $ 4,000,000     $ 19,000,000
----------------------------------------------------------------------------------------------------------------------
Union Planters Bank, N.A.             $  8,741,007      $ 4,460,432     $ 1,798,561     $ 4,000,000     $ 19,000,000
----------------------------------------------------------------------------------------------------------------------
Compass Bank                          $  2,913,669      $ 1,486,811     $   599,520     $         0     $  5,000,000
----------------------------------------------------------------------------------------------------------------------
Key Bank National Association         $          0      $         0     $         0     $15,000,000     $ 15,000,000
----------------------------------------------------------------------------------------------------------------------
The Provident Bank                    $          0      $         0     $         0     $10,000,000     $ 10,000,000
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
Total                                 $121,500,000      $62,000,000     $25,000,000     $65,000,000     $273,500,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                                                   SCHEDULE 2.02

                          FORM OF NEW LENDER SUPPLEMENT


                  NEW LENDER SUPPLEMENT (this "New Lender Supplement"), dated
_________________, to the Credit Agreement, dated as of March 31, 2003, as
amended and restated as of November 29, 2003, and as further amended and
restated as of November 19, 2004, (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among TBC Corporation (the
"Borrower"), the Lenders party thereto, the Syndication Agent and Documentation
Agents named therein, First Tennessee National Association, as administrative
agent (in such capacity, the "Administrative Agent") and JPMorgan Chase Bank,
N.A., as co-administration agent for the Lenders (in such capacity the
"Co-Administrative Agent").

                              W I T N E S S E T H :

                  WHEREAS, the Credit Agreement provides in Section 2.02(e)
thereof that any bank, financial institution or other entity may become a party
to the Credit Agreement with the consent of the Borrower and the
Co-Administrative Agent (which consent shall not be unreasonably withheld) by
executing and delivering to the Borrower and the Co-Administrative Agent a
supplement to the Credit Agreement in substantially the form of this New Lender
Supplement; and

                  WHEREAS, the undersigned now desires to become a party to the
Credit Agreement;

                  NOW, THEREFORE, the undersigned hereby agrees as follows:

                  1. The undersigned agrees to be bound by the provisions of the
         Credit Agreement, and agrees that it shall, on the date this New Lender
         Supplement is accepted by the Borrower and the Co-Administrative Agent,
         become a Lender for all purposes of the Credit Agreement to the same
         extent as if originally a party thereto, with Revolving Loans of
         $__________.

                  2. The undersigned (a) represents and warrants that it is
         legally authorized to enter into this New Lender Supplement; (b)
         confirms that it has received a copy of the Credit Agreement, together
         with copies of the financial statements referred to in Section 3.04
         thereof and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         this New Lender Supplement; (c) agrees that it has made and will,
         independently and without reliance upon any Agent or any other Lender
         and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under the Credit Agreement or any
         instrument or document furnished pursuant hereto or thereto; (d)
         appoints and authorizes the Administrative Agent and the
         Co-Administrative Agent to take such action as agent on its behalf and
         to exercise such powers and discretion under the Credit Agreement or
         any instrument or document furnished pursuant hereto or thereto as are
         delegated to the Administrative Agent and the Co-Administrative Agent
         by the terms thereof, together with such powers as are incidental
         thereto; and (e) agrees that it will be bound by the provisions of the
         Credit Agreement and will perform in accordance with its terms all the
         obligations which by the terms of the Credit Agreement are required to
         be performed by it as a Lender including, without limitation, if it is
         organized under the laws of a jurisdiction outside the United States,
         its obligation pursuant to Section 2.16(e) of the Credit Agreement.


<PAGE>

                  3. The address of the undersigned for notices for the purposes
         of the Credit Agreement is as follows:

                  4. Terms defined in the Credit Agreement shall have their
         defined meanings when used herein.


                  IN WITNESS WHEREOF, the undersigned has caused this New Lender
Supplement to be executed and delivered by a duly authorized officer on the date
first above written.


                                        [INSERT NAME OF LENDER]


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


Accepted this       day of
              -----

--------------, ----.

TBC CORPORATION


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


Accepted this       day of
              -----

--------------, ----.

TBC PRIVATE BRANDS, INC.


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


Accepted this       day of
              -----

--------------, ----.


JPMORGAN CHASE BANK, N.A.,
as Co-Administrative Agent


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



<PAGE>

                                                                   SCHEDULE 3.01

           BORROWER AND SUBSIDIARIES AND JURISDICTIONS OF ORGANIZATION

Holdings: TBC Corporation, a Delaware corporation formerly known as TBC Holdings
Corp.

Existing Borrower: TBC Private Brands, Inc., a Delaware corporation formerly
known as TBC Corporation. 100% of Existing Borrower's capital stock is owned by
Holding.

Subsidiaries Directly Owned by TBC:

<TABLE>
<CAPTION>
                                           Jurisdiction of          Percentage of Stock/
                 Name                        Organization            Equity Owned by TBC            Subsidiaries
                 ----                      ---------------       ---------------------------        ------------
<S>                                        <C>                   <C>                                <C>
Big O Tires, Inc.                             Nevada                         100%                    See Below
Carroll's, Inc.                               Georgia                        100%                       None
Northern States Tire, Inc.                    Delaware                       100%                       None
TBC International Inc.                        Delaware                       100%                       None
TBC Retail Enterprises, Inc.                  Delaware                       100%                    See Below
TBC Brands, LLC                               Delaware                       100%                       None
TBC Capital, LLC                              Delaware                       90%*                       None
TBC Private Brands of Texas, LLC              Delaware                       100%                       None
</TABLE>

*5% is owned by each of Carroll's, Inc. and Tire Kingdom, Inc.

Subsidiaries Directly Owned by Big O Tires, Inc.:

<TABLE>
<CAPTION>
                                           Jurisdiction of          Percentage of Stock
                 Name                       Incorporation             Owned by Big O               Subsidiaries
                 ----                      ---------------      ----------------------------       ------------
<S>                                        <C>                   <C>                                <C>
Big O Development, Inc.                        Colorado                     100%                       None
O Advertising, Inc.                            Colorado                     100%                       None
Big O Tire of Idaho, Inc.                       Idaho                       100%                       None
</TABLE>

Subsidiaries Directly Owned by TBC Retail Enterprises, Inc.:


<TABLE>
<CAPTION>
                                          Jurisdiction of        Percentage of Stock
                Name                      Incorporation          Owned by TBC Retail       Subsidiaries
                ----                      -------------          -------------------       ------------
<S>                                       <C>                    <C>                       <C>
Big O Retail Enterprises, Inc.            Colorado                       100%                  None
Tire Kingdom, Inc.                        Florida                        100%                  See Below
</TABLE>

Subsidiaries Directly Owned By Tire Kingdom, Inc.:

<TABLE>
<CAPTION>
                                          Jurisdiction of         Percentage of Stock
               Name                       Incorporation           Owned by TKI          Subsidiaries
               ----                       ----------------        -------------------   ------------
<S>                                       <C>                     <C>                   <C>
Merchant's, Incorporated                  Delaware                      100%              See Below

NTW Incorporated                          Delaware                      100%               None
</TABLE>


Subsidiaries Directly Owned By Merchant's, Incorporated:

<TABLE>
<CAPTION>
                                          Jurisdiction of         Percentage of Stock
               Name                       Incorporation           Owned by Merchant's   Subsidiaries
               ----                       ----------------        -------------------   ------------
<S>            <C>                        <C>                     <C>                   <C>
Merban, Inc.                                Virginia                100%                     None
</TABLE>





<PAGE>

                                                                   SCHEDULE 3.15

                CERTAIN TRADEMARKS, TRADENAMES AND SERVICE MARKS

Trademark Report by Mark                                     Printed: 11/18/2004
Country: US                                                               Page 1

<TABLE>
<CAPTION>
COUNTRY                                      FILED       APPL#             REGDT        REG#               STATUS
-------                                      -----       -----             -----        ----               ------
AIRFLOW
<S>                                          <C>         <C>               <C>          <C>                <C>
UNITED STATES                                3/18/2004   76/581,898                                        PENDING

ARCTIC CLAW WINTER TXI

UNITED STATES                                9/30/2004   76/613,843                                        PENDING

ARCTIC CLAW WINTER XSI

UNITED STATES                                9/30/2004   76/613,840                                        PENDING

CORDOVAN TOUR PLUS

UNITED STATES                                11/12/2003  76/559,458                                        PENDING

CORDOVAN WILD TRAC RADIAL X/RS

UNITED STATES                                12/17/2003  76/565,633                                        PENDING

GAUNTLET

UNITED STATES                                3/26/2004   76/582,982                                        PENDING

GRAND SPIRIT TOURING LS

UNITED STATES                                12/4/2002   76/472,572        6/15/2004    2,854,718          REGISTERED

NAVITRAC

UNITED STATES                                5/5/2004    76/590,533                                        PENDING

OTOS

UNITED STATES                                5/13/2004   76/591,948                                        PENDING


POWER KING LOADER GRADER PLUS

UNITED STATES                                3/18/2004   76/581,850                                        PENDING

TBC PRIVATE BRANDS

UNITED STATES                                8/12/2004   76/606,744                                        PENDING
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
COUNTRY                                      FILED       APPL#             REGDT        REG#               STATUS
-------                                      -----       -----             -----        ----               ------
<S>                                          <C>         <C>               <C>          <C>                <C>
TBC PRIVATE BRANDS & DESIGN

UNITED STATES                                12/12/2002  76/369,492        2/3/2004     2,811,332          REGISTERED

TOUR PLUS

UNITED STATES                                11/12/2003  76/559,494                                        PENDING

TRACMASTER  WINTER XSI

UNITED STATES                                9/30/2004   76/613,844                                        PENDING

TRACMASTER WINTER TXI

UNITED STATES                                9/30/2004   76/613,838                                        PENDING
</TABLE>


<PAGE>


Trademark Report by Mark                                     Printed: 11/18/2004
Country: US                                                               Page 2

<TABLE>
<CAPTION>
COUNTRY                                      FILED       APPL#             REGDT        REG#               STATUS
-------                                      -----       -----             -----        ----               ------
<S>                                          <C>         <C>               <C>          <C>                <C>               <C>
VANDERBILT TURBO TECH RADIAL A/SR

UNITED STATES                                12/17/2003  76/565,634                                        PENDING           012

WILD COUNTRY TXR

UNITED STATES                                4/8/2004    76/585,613                                        PENDING           012

WILD COUNTRY XRT

UNITED STATES                                4/8/2004    76/585,624                                        PENDING           N/A

WILD COUNTRY XTX

UNITED STATES                                4/8/2004    76/585,612                                        PENDING           012
</TABLE>

                                BIG O TIRES, INC.

Trademark Report by Mark                                     Printed: 11/18/2004
Country: US

<TABLE>
<CAPTION>
COUNTRY                                      FILED       APPL#             REGDT        REG#               STATUS
-------                                      -----       -----             -----        ----               ------
<S>                                          <C>         <C>               <C>          <C>                <C>
AGGRESSOR

UNITED STATES                                11/10/2003  76/558,468                                        PENDING

BIG FOOT

UNITED STATES                                2/17/2004   76/576,412                                        PENDING

BIG O TIRES LUBE CENTER

UNITED STATES                                5/19/2004   76/592,994                                        PENDING

BIGFOOT COUNTRY & DESIGN

UNITED STATES                                8/3/2004    76/605,325                                        PENDING

EURO TOUR

UNITED STATES                                11/8/2002   76/468,502        1/13/2004    2,804,363          REGISTERED

FUGITIVE

UNITED STATES                                11/10/2003  76/558,462                                        PENDING
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
COUNTRY                                      FILED       APPL#             REGDT        REG#               STATUS
-------                                      -----       -----             -----        ----               ------
<S>                                          <C>         <C>               <C>          <C>                <C>
LEGACY TOUR PLUS

UNITED STATES                                11/12/2003  76/559,495                                        PENDING

MAMMOTH

UNITED STATES                                11/10/2003  76/558,466                                        PENDING

NTW

UNITED STATES                                9/20/2004   76/612,095                                        PENDING

SXP SUPER SPORT

UNITED STATES                                10/8/2004   76/615,918                                        PENDING

VENGEANCE

UNITED STATES                                5/5/2004    76/590,532                                        PENDING

VENGEANCE RADIAL SPORT

UNITED STATES                                11/10/2003  76/558,465                                        PENDING

VENGEANCE SPORT SLX

UNITED STATES                                11/10/2003  76/558,467                                        PENDING
</TABLE>