<PAGE>




                                                                     EXHIBIT 4.5

                                 AMENDMENT NO. 2

                          DATED AS OF OCTOBER 22, 2001

                                       TO

                        $160,000,000 AMENDED AND RESTATED
                  CREDIT AGREEMENT DATED AS OF JANUARY 5, 2001

                                      AMONG

                                TBC CORPORATION,

                           THE BANKS SIGNATORY THERETO

                                       AND

                   FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
                             AS ADMINISTRATIVE AGENT

                            THE CHASE MANHATTAN BANK
                           AS CO-ADMINISTRATIVE AGENT




                                             PREPARED BY:
                                             ------------
                                             UNDERBERG & KESSLER LLP
                                             COUNSEL TO THE SYNDICATION AGENT
                                             MICHAEL C. DWYER, ESQ.
                                             1800 CHASE SQUARE
                                             ROCHESTER, NEW YORK 14604
                                             TELEPHONE:       (716) 258-2825
                                             FAX:             (716) 258-2821












                                      -75-

<PAGE>


            AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

       AGREEMENT dated as of October 22, 2001 among TBC CORPORATION (the
"Borrower"), the Lenders signatory to this Amendment (each a "Lender"), FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders and
as the Issuing Bank, and THE CHASE MANHATTAN BANK, as the Co-Administrative
Agent.

                              R E C I T A L S

       R.1 The parties have entered into an Amended and Restated Credit
Agreement, dated as of January 5, 2001 and Amendment No. 1 thereto dated as of
April 20, 2001 (the "Credit Agreement").

       R.2 Borrower has informed the Lenders that, in order to obtain
operational, administrative and financial benefits, Borrower desires to form two
(2) new Subsidiaries which will be entirely owned by either Borrower or Borrower
and other Subsidiaries. One such new Subsidiary will provide financing to
Borrower and certain other Subsidiaries (the "Finance Sub") and the other will
own certain intellectual property of Borrower which it will license to Borrower
in consideration of certain royalty payments (the "Royalty Sub"). Borrower has
represented and warranted to the Lenders as follows:

       (a) Organization. - The Finance Sub and the Royalty Sub will each be
limited liability companies organized under the laws of Delaware and each will
have its principal place of business in the State of Nevada;

       (b) Finance Sub - All of the issued and outstanding equity interest in
the Finance Sub will be owned by Borrower, Carroll's, Inc and Tire Kingdom, Inc.
In consideration for such equity interest, each of such corporations will
contribute the following amount in cash to the capital of Finance Sub:

                     Borrower                $40,010,000
                     Carroll's, Inc.         $75,000,000
                     Tire Kingdom, Inc.      $65,000,000




                                      -76-
<PAGE>





The Finance Sub will lend to each such corporation the amount of its equity
contribution (except that it shall lend to Borrower only $40,000,000) pursuant
to a 30 year interest bearing amortizing term note. The principal and interest
on each such note will be paid to the Finance Sub in cash and will be re-loaned
to the payor corporation pursuant to an interest bearing revolving credit
agreement between the Finance Sub and the payor. Finance Sub also intends to
hold an equity investment of approximately $5,000,000 that was previously made
by Borrower in one of its customers.

       (c) Royalty Sub - Borrower will contribute, at book value, all of its
federally registered and common law trademarks, and the associated good will, to
the Royalty Sub in consideration for all the outstanding equity interest in the
Royalty Sub. Borrower will in turn license such trademarks from the Royalty Sub
in consideration for royalty payments to the Royalty Sub. The Royalty Sub will
lend to the Borrower the amount of such royalty payments remaining after payment
of the expenses of Royalty Sub, pursuant to an interest bearing revolving credit
agreement. The only business intended to be done by the Royalty Sub will be that
described above between the Royalty Sub and Borrower.

       (d) The above described transactions will have no effect on the
consolidated financial statements or the consolidated federal income tax return
of the Borrower, except that the consolidated expenses of the Borrower will be
reduced.

       R.3 In order to accommodate the above transactions, the parties wish to
amend the Credit Agreement on the terms and conditions set forth below.

       NOW, THEREFORE, the parties agree as follows:

       1.     Definitions. Except as otherwise set forth herein, as used in
this Amendment, the terms defined in the Credit Agreement shall have the
meanings assigned to them in the Credit Agreement.

       2.     Amendments. The Credit Agreement is hereby amended as set forth
below:

       2.1    Definitions. The following definitions are added to Section 1.01
of the Credit Agreement:

                     "Amendment No. 2" shall mean Amendment No. 2 dated as of
                     October 22, 2001 to the Credit Agreement dated as of
                     January 5, 2001.



                                      -77-



<PAGE>






                     "Finance Sub" shall mean TBC Capital, LLC, a limited
                     liability company constituting a Wholly-Owned Subsidiary
                     and organized under the laws of the State of Delaware.

                     "Royalty Sub" shall mean TBC Brands, LLC, a limited
                     liability company constituting a Wholly Owned Subsidiary
                     and organized under the laws of the State of Delaware.

              2.2    Definitions - Intercompany Loan. The definition of
Intercompany Loan in Section 1.01 is amended to read as follows:

                     "Intercompany Loan" means any Indebtedness for borrowed
                     money loaned by the Borrower to any of its Wholly-Owned
                     Subsidiaries, by any Wholly-Owned Subsidiary to the
                     Borrower or by any Wholly-Owned Subsidiary to another
                     Wholly-Owned Subsidiary.

              2.3    Definitions - Wholly-Owned Subsidiary. The definition of
Wholly-Owned Subsidiary in Section 1.01 is amended to read as follows:

                     "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.

              2.4    Organizations; Powers. Section 3.01 is amended to read as
follows:

                     3.01.  Organization; Powers.

                            (a) The Borrower and each of its Subsidiaries is a
                     corporation, limited liability company, partnership,
                     association, or other business entity duly organized,
                     validly existing in a good standing under the laws of the
                     jurisdiction of its organization indicated on Exhibit 2.4
                     to Amendment No. 2, 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.

                            (b) As of the effective date of Amendment No. 2, the
                     Borrower owns the direct and indirect interests in the
                     Subsidiaries specified in Exhibit 2.4 to Amendment No. 2.
                     The Borrower's record and beneficial ownership, direct and
                     indirect of each such Subsidiary is




                                      -78-
<PAGE>





                     free from any material restriction, equity, security
                     interest or other Lien, except as set forth in Exhibit 2.4.

              2.5    Assets. Section 3.16 is amended so that it speaks only as
of January 5, 2001.

              2.6    Intercompany Loans/Payments. Section 5.10 is amended to
read as follows:

                     5.10. Intercompany Loans/Payments. The Borrower 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 Borrower for
              repayment of any Intercompany Loans owed to the Borrower, (ii) it
              will require that any payments made by a Guarantor that is an
              indirect Wholly-Owned Subsidiary of the 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 other Guarantors and (iii) except as
              set forth in Schedule 5.10, neither it nor any Wholly-Owned
              Subsidiary will demand, enforce or accept any payments on account
              of any Intercompany Loans owed 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.

              2.7.   Indebtedness. Section 6.01(c) is amended to read as
follows:

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

              2.8.   Investments, Loans, Advances, Guarantees and Acquisitions.
Sections 6.04(c), 6.04(d) and 6.04(h) are amended to read as follows:

                     (c) Loans or advances made by the Borrower or any Guarantor
              to any Wholly-Owned Subsidiary that is also a Guarantor;

                     (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 Fifteen Million



                                      -79-
<PAGE>


              Dollars ($15,000,000) 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);

                     (h) Intercompany Loans made to the Borrower or any
              Guarantor by any Wholly-Owned Subsidiary; and

              2.9    Transactions with Affiliates. Clause (i) of Section 6.06
shall be amended to read as follows:

                     (i) between the Borrower and any Wholly-Owned Subsidiary,
              as long as such transactions do not violate Section 6.04;

              2.10   Restrictive Payments. Clause (b) of Section 6.16 is amended
to read as follows:

                     (b) Subsidiaries may declare and pay dividends ratably with
              respect to their capital stock or other equity interests,

              2.11   Form of Subsidiary Security Agreement. Exhibit 4.01(f)(2)
to the Credit Agreement is amended to read in its entirety as Exhibit 4.4 to
Amendment No. 2.

              2.12   Form of Subsidiary Guarantee. Exhibit 4.01(f) to the Credit
Agreement is amended to read in its entirety as Exhibit 4.5 to Amendment No. 2.

       3.     Representations and Warranties. Borrower hereby represents and
warrants to the Banks that:

              3.1 Corporate Power and Authority: No Conflicts. The execution,
delivery and performance by the Borrower of this Amendment, and the transactions
described in Recital 2 above, have been duly authorized by all necessary
corporate action and do not and will not: (a) require any consent or approval of
its shareholders, which has not been obtained; (b) contravene its charter or
by-laws, as amended to date; (c) violate any provision of, or require any
filing, registration, consent or approval under, any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award presently in
effect having applicability to the Borrower or any of its Subsidiaries or
Affiliates; (d) result in a breach of or constitute a default or require any
consent that has not been obtained under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which the Borrower is a
party or by which it or its properties may be bound




                                      -80-
<PAGE>




or affected; (e) result in, or require, the creation or imposition of any Lien,
upon or with respect to any of the properties now owned or hereafter acquired by
the Borrower and its Subsidiaries, except as provided in this Amendment; or (f)
cause the Borrower (or any Subsidiary or Affiliate, as the case may be), to be
in default under any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or any such indenture, agreement,
lease or instrument.

              3.2 Legally Enforceable Agreement. This Amendment is the legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except to the extent that such enforcement might be
limited by applicable bankruptcy, insolvency or other similar laws affecting
creditors' rights generally.

              3.3 No Default. On and as of the date of this Amendment, and after
giving effect to this Amendment, the transactions contemplated in Recital R2
above and the other Loan Documents provided for herein, no event has occurred
and is continuing which constitutes a Default or Event of Default.

              3.4 Representations and Warranties. All representations and
warranties contained in the Credit Agreement and in the other Loan Documents are
true and correct as of the date of this Amendment as if fully set forth herein
and made on and as of the date of this Amendment.

              3.5 Material Adverse Change. Since December 31, 2000, there has
been no material adverse change in the condition (financial or otherwise),
business, operations or prospects of the Borrower and its Subsidiaries, taken as
a whole.

              3.6 Security Agreements. The execution, delivery and performance
by each of Finance Sub and Royalty Sub of the Security Agreement executed by it
have been duly authorized by all necessary action of the respective Guarantor
and do not and will not: (a) require any consent or approval of the members of
such Guarantor, which has not been obtained; (b) contravene such Guarantor's
organizational documents or by-laws, as amended to date; (c) violate any
provision of, or require any filing, registration, consent or approval under,
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to such
Guarantor or any of its Subsidiaries or Affiliates; (d) result in a breach of or
constitute a default or require any



                                      -81-
<PAGE>





consent that has not been obtained under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which such Guarantor is
a party or by which it or its properties may be bound or affected; (e) result
in, or require, the creation or imposition of any Lien, upon or with respect to
any of the properties now owned or hereafter acquired by such Guarantor or its
Subsidiaries, except as provided in such Security Agreements; or (f) cause such
Guarantor (or any Subsidiary or Affiliate, as the case may be), to be in default
under any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument.

              3.7 Legally Enforceable Security Agreements. Each such Security
Agreement is a legal, valid and binding obligation of the Guarantor executing
same, enforceable against such Guarantor in accordance with its terms, except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally.

              3.8 Finance and Royalty Sub Guarantees. The execution, delivery
and performance by each of the Finance Sub and the Royalty Sub of the Guarantee
required to be executed by it have been duly authorized by all necessary action
and do not and will not: (a) require any consent or approval of its members,
which has not been obtained; (b) contravene its charter or by-laws, as amended
to date; (c) violate any provision of, or require any filing, registration,
consent or approval under any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to it or any of its Subsidiaries or Affiliates; (d) result in a
breach of or constitute a default or require any consent under any indenture or
loan or credit agreement or any other agreement, lease or instrument to which it
is a party or by which it or its properties may be bound or affected; (e) result
in, or require, the creation or imposition of any Lien, upon or with respect to
any of the properties now owned or hereafter acquired by it or its Subsidiaries;
(f) cause it (or any Subsidiary or Affiliate, as the case may be), to be in
default under any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or any such indenture, agreement, lease or
instrument.

       4.     Effectiveness. This Amendment shall be of no force or effect
unless and until the date on which all of the following conditions are met:




                                      -82-
<PAGE>

              4.1 Counterparts. The Borrower and the Co-Administrative Agent
have each received counterparts of this Amendment duly executed by the Borrower,
the Administrative Agent, and the Required Lenders.

              4.2 Resolutions. The Co-Administrative Agent shall have received
certified copies of the resolutions of the members of each of Finance Sub and
Royalty Sub, in form and content reasonably satisfactory to the
Co-Administrative Agent, authorizing the execution, delivery and performance of
each Loan Document provided for in this Amendment to be executed by them.

              4.3 Opinion. The Co-Administrative Agent, on behalf of the
Lenders, shall have received an opinion of Thompson Hine LLP counsel for the
Borrower and its Subsidiaries, in substantially the form of Exhibit 4.3 to this
Amendment.

              4.4 Security Agreements. The Co-Administrative Agent shall have
received a Security Agreement in the form of Exhibit 4.4, duly executed by each
of Finance Sub and Royalty Sub. Each of such Security Agreements is herein
referred to as a "Security Agreement". In addition, the Co-Administrative Agent
shall have received all documentation required to be delivered pursuant to each
such Security Agreement.

              4.5 Guarantees. The Co-Administrative Agent shall have received a
Guarantee in the form of Exhibit 4.5 to this Amendment, duly executed by each of
Finance Sub and Royalty Sub.

              4.6 Guarantors' Consent. The Co-Administrative Agent shall have
received a Consent and Acknowledgment executed by each Guarantor (other than
Finance Sub and Royalty Sub), in the form of Exhibit 4.6 to this Amendment.

              4.7 Prudential. The Co-Administrative Agent and each Lender shall
have received copies of a duly executed Amendment No. 1 to the Amended and
Restated Note Agreement dated as of January 31, 2001 between Borrower and The
Prudential Insurance Company of America ("Prudential") and of any required
approval of this Amendment by Prudential.

              4.8 Sun Trust Consent. The Co-Administrative Agent shall have
received such consent and/or amendments related to the Sun Trust Synthetic
Leases as may be necessary in order for Borrower to execute, deliver and perform
this Amendment.



                                      -83-
<PAGE>


       5.     Acknowledgment/Agreements by Lenders. Upon this Amendment becoming
effective, the Lenders acknowledge and/or agree as follows:

              5.1 Borrower's transfer of intellectual property to Royalty Sub as
contemplated in Recital R2 is consistent with, and not in violation of Section
5.04.

              5.2 Borrower will not be deemed in violation of Section 6.03(b) as
long as (a) Finance Sub engages (i) in the business described in Recital R2,
(ii) in the business of making loans and advances to, of purchasing or holding
equity interests in and/or of making contributions to the capital of Joint
Ventures, Borrower and/or the Subsidiaries, (iii) in the business of making
and/or holding loans and advances to, of purchasing or holding equity interests
in and/or of making contributions to the capital of Persons other than the
Borrower, its Subsidiaries and Joint Ventures, provided that such other Persons
are engaged in a business that is reasonably related to business then being
conducted by Borrower and its Subsidiaries in compliance with Section 6.03(b)
and (iv) in any other business which, if engaged in by Borrower, would not
violate Section 6.03(b); and (b) Royalty Sub engages only in the business with
Borrower described in Recital R2 and in similar transfer and license back
transactions with Borrower and/or other Wholly-Owned Subsidiaries.

              5.3 The Lenders waive the provisions of Section 6.04 in order to
permit the purchases of equity interests in Finance Sub and Royalty Sub
described in Recital R2; and Lenders agree that such equity purchases shall not
reduce the amount available for equity purchase under Section 6.04(d).

              5.4 The Lenders waive the provisions of Section 6.15 in order to
permit the transfer to Royalty Sub of the intellectual property as described in
Recital R2.

              5.5 The Lenders waive the provision of Section 4.4 of the Security
Agreement executed by the Borrower in order to permit the transfer of
intellectual property to Royalty Sub as described in Recital R2; and the Lenders
agree to delete from Section 4.4 of each Security Agreement the words "in the
ordinary course of business and consistent with past practices."




                                      -84-
<PAGE>




       6. Borrower's Security Agreement. Attached as Schedule 6 to this
Amendment is a report to the Collateral Agent as required by Section 4.2 of the
Borrower's Security Agreement.

       7. Chase's Expenses. Borrower agrees to pay The Chase Manhattan Bank
("Chase") for all costs, expenses and charges (including, without limitation,
fees and charges of external legal counsel for Chase and costs allocated by its
internal legal department) incurred by Chase in connection with the negotiation,
preparation and execution of this Amendment and the Loan Documents and other
documents executed in connection herewith.

       8. Miscellaneous. Except as expressly provided in this Amendment, the
Credit Agreement and the other Loan Documents shall remain unchanged and in full
force and effect, except that each reference in the Credit Agreement, and in any
of the other Loan Documents, and in any agreements, certificates and notices
simultaneously herewith or hereafter executed under or pursuant to the Credit
Agreement or the other Loan Documents, to the "Credit Agreement", "this
Agreement", "hereof", "herein" and similar terms referring to the Credit
Agreement and other Loan Documents, shall be deemed to refer to the Credit
Agreement and the other Loan Documents as amended by this Amendment.

       This Amendment shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in such state, without regard to conflict of laws principles.

       The section headings in this Amendment are inserted for convenience only
and shall not be a part of this instrument.

       This Amendment may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.

SIGNATURE PAGES TO FOLLOW.







                                      -85-
<PAGE>





       IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first above written.

                                          TBC CORPORATION


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


                                          FIRST TENNESSEE BANK NATIONAL
                                          ASSOCIATION, individually and as
                                          Administrative Agent, as Swingline
                                          Lender and as Issuing Bank


                                          By    /s/ James H. Moore, Jr.
                                             ----------------------------
                                             Name:  James H. Moore, Jr.
                                             Title: Senior Vice President



                                          BANKS:
                                          THE CHASE MANHATTAN BANK, Individually
                                          and as Co-Administrative Agent

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


                                          BANKS:
                                          FIRST UNION NATIONAL BANK

                                          By:   /s/ Frederick E. Blumer
                                              ------------------------------
                                              Name:  Frederick E. Blumer
                                              Title: Vice President





                                      -86-
<PAGE>






                                          BANKS:
                                          SUN TRUST BANK

                                          By:    /s/ Leonard L. McKinnon
                                              ------------------------------
                                              Name: Leonard L. McKinnon
                                              Title Vice President


                                          BANKS:
                                          REGIONS BANK

                                          By:    /s/ Sam Prudhomme
                                              ------------------------------
                                              Name:  Sam Prudhomme
                                              Title: Assistant Vice President


                                          BANKS:
                                          FLEET CAPITAL CORPORATION

                                          By:    /s/ William P. Dyer
                                              ------------------------------
                                              Name:  William P. Dyer
                                              Title: VP



                                          BANKS:
                                          ALLFIRST BANK

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



                                          BANKS:
                                          FIFTH THIRD BANK

                                          By:    James E. Simpson
                                              ------------------------------
                                              Name: James E. Simpson
                                              Title:





                                      -87-
<PAGE>





                                          BANKS:
                                          FIRSTAR BANK NA


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



                                          BANKS:
                                          UNION PLANTERS BANK

                                          By:   /s/ Ted Miller
                                              ------------------------------
                                              Name:  Ted Miller
                                              Title: Assistant Vice President


                                          BANKS:
                                          NATIONAL CITY BANK

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





                                      -88-

<PAGE>





                                   EXHIBIT 4.3

           BORROWER AND SUBSIDIARIES AND JURISDICTIONS OF ORGANIZATION


1.     Borrower: TBC CORPORATION, a Delaware corporation ("TBC")

2.     Subsidiaries Directly Owned by TBC:*

<TABLE>
<CAPTION>
                                Jurisdiction of   Percentage of Stock
          Name                  Organization      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
</TABLE>

3.     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>

4.     Subsidiaries Directly Owned by TBC Retail Enterprises, Inc.:*

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

5.     Other Subsidiaries:*

<TABLE>
<CAPTION>
                                Jurisdiction of
          Name                  Incorporation     Ownership               Subsidiaries
          ----                  ---------------   ---------               ------------
<S>                             <C>               <C>                     <C>
TBC Capital, LLC                    Delaware      TBC - 90%               None
                                                  Carroll's - 5%
                                                  Tire Kingdom - 5%
</TABLE>

* All stock and other equity interests are subject to Liens granted pursuant to
the Security Agreements.



                                      -89-
<PAGE>






                                   EXHIBIT 4.3

                          OPINION OF BORROWER'S COUNSEL

                        (Letterhead of Thompson Hine LLP)


October 31, 2001


To the Administrative Agent, the Co-Administrative Agent, the Collateral Agent,
and the Lenders who are parties to the agreements described below.

Ladies and Gentlemen:

       We have acted as counsel to TBC Corporation, a Delaware corporation (the
"Borrower"), in connection with its execution and delivery of Amendment No. 2,
dated as of October 22, 2001 ("Amendment No. 2"), to the Amended and Restated
Credit Agreement, dated as of January 5, 2001 and Amendment No. 1 thereto, dated
as of April 20, 2001 (as amended, the "Credit Agreement"), among the Borrower,
the lenders party thereto (including the Issuing Bank and the Swingline Lender),
First Tennessee Bank National Association, as administrative agent (the
"Administrative Agent"), and The Chase Manhattan Bank as co-administrative agent
(the "Co-Administrative Agent").

       We have also acted as counsel to TBC International Inc., a Delaware
corporation ("TBCI"), Carroll's, Inc., a Georgia corporation ("Carroll's"),
Big O Tires, Inc., a Nevada corporation ("Big O"), Big O Tire of Idaho, Inc., an
Idaho corporation ("Idaho"), TBC Retail Enterprises, Inc., a Delaware
corporation ("TBC Retail"), Tire Kingdom, Inc., a Florida corporation ("Tire
Kingdom"), Northern States Tire, Inc., a Delaware corporation ("NST"), Big O
Retail Enterprises, Inc., a Colorado corporation ("BORE"), Big O Development,
Inc., a Colorado corporation ("BODI"), and O Advertising, Inc., a Colorado
corporation ("O Advertising") in connection with the execution and delivery by
each of a Guarantors' Consent and Acknowledgment, dated as of October __, 2001
(the "Acknowledgment").

       We have also acted as counsel to TBC Brands, LLC, a Delaware limited
liability company ("Royalty Sub"), and TBC Capital, LLC, a Delaware limited
liability company ("Finance Sub"), in connection with (i) the execution and
delivery by each of a Guarantee, dated October ___, 2001 (each, a "Subsidiary
Guarantee"), and a Security Agreement, dated October ___, 2001 (each, a
"Subsidiary Security Agreement"); and (ii) the consummation of the transactions
contemplated thereby.

       This opinion is being delivered pursuant to Section 4.3 of Amendment
No. 2. All capitalized terms used in this opinion but not defined herein shall
have the meanings given



                                      -90-
<PAGE>




to them in the Credit Agreement, as amended by Amendment No. 2, and as the
context indicates.

       We have examined Amendment No. 2, the Acknowledgment, the Subsidiary
Guarantees, and the Subsidiary Security Agreements (collectively, the
"Transaction Documents"), together with telecopied facsimiles of the signature
pages of each of the foregoing. We have also examined such other documents,
certificates of officers of Borrower and its Subsidiaries or public officials,
and corporate records, and have made investigation of such other matters, as in
our judgment permit us to render an informed opinion on the matters set forth
herein.

       In connection with our examination, we have assumed that the execution
copies of the Transaction Documents conform to the copies of such documents
delivered to us by counsel to the Lenders. We have also assumed the genuineness
of all signatures (other than those on behalf of Borrower or any Subsidiary),
the authenticity of all documents submitted to us as originals, the conformity
with the originals of all documents submitted to us as copies or telecopied
facsimiles, and the authenticity of the originals of such latter documents.
Further, with your consent, with respect to the Lenders, the Administrative
Agent, the Co-Administrative Agent, and the Collateral Agent, we have assumed
the legal power of each to enter into and perform the Transaction Documents to
which they are parties, and the due authorization, execution, and delivery of
the Transaction Documents to which they are parties, and we have relied on all
representations or warranties contained in the Transaction Documents insofar as
they relate to matters of fact not within our knowledge.

       Based upon the foregoing and subject to the last two paragraphs of this
letter, we are of the opinion that:

       1. Each of the Borrower and the Subsidiaries is a corporation or limited
liability company duly organized, validly existing, and in good standing under
the laws of its state of organization and has all requisite corporate authority
to conduct its business as now being conducted.

       2. The execution and delivery of the Transaction Documents by the
Borrower and each Subsidiary which is a party thereto, and the performance by
Borrower and each Subsidiary of their respective obligations thereunder, have
been duly authorized by all necessary corporate or other actions and proceedings
and will not:

          (a) Require any consent of the stockholders of Borrower or the
stockholder or members(s) of any Subsidiary.

          (b) Violate any law, rule, regulation, order, writ, judgment,
injunction, decree, or award of which we are aware and which is binding on the
Borrower or any Subsidiary; violate the Certificate or Articles of
Incorporation, Certificate of Formation, By- Laws, or Limited Liability Company
Agreement of Borrower or any Subsidiary; or violate




                                      -91-
<PAGE>


any indenture, instrument, or agreement of which we are aware and which is
binding upon Borrower or any Subsidiary.

          (c) Result in the creation or imposition of any Lien pursuant to
the provisions of any indenture, instrument, or agreement of which we are aware
and which is binding upon Borrower or any Subsidiary, other than such as may be
created pursuant to the Transaction Documents.

       3. Amendment No. 2 has been duly executed and delivered by Borrower, and
the Credit Agreement, as amended by Amendment No. 2, constitutes a legal, valid,
and binding obligation of Borrower. The Transaction Documents to which each
Subsidiary is a party have been duly executed and delivered by the Subsidiary
and constitute legal, valid, and binding obligations of the Subsidiary. The
Credit Agreement, as amended by Amendment No. 2, and the Transaction Documents
to which any Subsidiary is a party, are enforceable against Borrower or the
Subsidiary, as the case may be, in accordance with their respective terms,
except to the extent that the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity,
regardless of whether enforcement is sought at law or in equity. Notwithstanding
the foregoing, no opinion is expressed with respect to any provision that
purports to consent to the jurisdiction of any court, waive objections to venue,
or require payment or reimbursement of attorneys' fees, court costs, or other
expenses of collection or enforcement.

       4. To our knowledge, there is no litigation or proceeding pending or
threatened against the Borrower or any of its Subsidiaries which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect or
involve the Credit Agreement, any Transaction Document, or the transactions
contemplated thereby.

       5. No approval, authorization, consent, adjudication, or order of any
Governmental Authority, which has not been obtained by the Borrower or any
Subsidiary, is required to be obtained by any of them in connection with the
execution and delivery of the Transaction Documents.

       6. Each of the Subsidiary Security Agreements creates a valid security
interest under Section 9-201 of the Uniform Commercial Code in favor of the
Lenders, the Collateral Agent, the Administrative Agent, and the
Co-Administrative Agent in all right, title, and interest, if any, of the
Subsidiary in those items and types of personal property constituting the
Collateral, as such term is defined in the Subsidiary Security Agreement, in
which a security interest may be created under Article 9 of the Uniform
Commercial Code and the federal trademark laws, rules, and regulations, as the
case may be. We express no opinion with respect to (i) the perfection or
priority of Liens on the Collateral; or (ii) the creation or attachment of Liens
on any Collateral consisting of fixtures, within the meaning of Article 9 of the
Uniform Commercial Code, or any Collateral located outside of the United States
or consisting of any intellectual property subject to the laws of any
jurisdiction other than the federal laws of the United States.



                                      -92-
<PAGE>






       We are members of the bar of the State of Ohio, and we express no opinion
as to matters governed by any laws other than those of the State of Ohio, the
federal laws of the United States, and the corporate laws of the State of
Delaware. As to matters involving the laws of any other jurisdiction, we have
assumed with your consent that the laws of that jurisdiction are the same as the
laws of the State of Ohio in all respects material to this opinion; however, for
purposes of this opinion, we express no opinion as to any matter involving
choice of law or conflicts of law.

       The opinions that are expressed herein are as of the date hereof, are
solely for your benefit, and may not be relied upon in any manner for any
purpose by any person or entity other than the Administrative Agent, the
Co-Administrative Agent, the Collateral Agent, the Lenders, and their
participants, assignees, and other transferees. We disclaim any undertaking or
obligation to advise you of any changes in the conclusions or other matters
covered herein that hereafter may come to our attention.


Very truly yours,












                                      -93-


<PAGE>


                                   EXHIBIT 4.4

                      FORM OF SUBSIDIARY SECURITY AGREEMENT


                               SECURITY AGREEMENT

       This Security Agreement, dated as of    -   , is granted by    -
(the "Debtor") to The Chase Manhattan Bank, as Collateral Agent (the "Collateral
Agent") for all financial institutions who are and may become Lenders as defined
below and for the Administrative Agent and Co-Administrative Agent, as such
terms are defined in Section 1.2 below, and to the Lenders, the Administrative
Agent and the Co-Administrative Agent.

                           Statement of the Premises.

       TBC Corporation ("Borrower") is concurrently herewith entering into
Amendment No 2 ("Credit Agreement Amendment 2") to the Amended and Restated
Credit Agreement dated as of January 5, 2001 (as it may be amended from time to
time, the "Amended Credit Agreement") with the Administrative Agent, the
Co-Administrative Agent and the Lenders signatory to the Amended Credit
Agreement. Such Lenders' execution of Credit Agreement Amendment 2 and their
obligations to make Loans to the Borrower and to issue Letters of Credit for the
account of the Borrower under the Amended Credit Agreement are conditioned on
the Debtor's execution of this Security Agreement in favor of the Lenders, the
Collateral Agent, the Co-Administrative Agent and the Administrative Agent, as
the "Secured Party".

       The Borrower and The Prudential Insurance Company of America
("Prudential") are parties to a certain Amended and Restated Note Agreement
dated as of January 31, 2001 (the "Restated Note Agreement" ) and the Amended
and Restated Prudential Notes executed pursuant thereto (the "Restated
Prudential Notes") The Borrower and Prudential are concurrently herewith
entering into Amendment No. 1 to the Restated Note Agreement ("Prudential
Amendment 1"). It is a condition to Prudential's execution of Prudential
Amendment 1 and it is one of the conditions set forth in the Restated Note
Agreement that the Debtor secure its obligations under the Debtor's Guarantee
upon the terms and conditions set forth herein. (The Restated Note Agreement and
the Restated Prudential Notes, as the same may be amended from time to time, are
hereinafter collectively referred to as the "Prudential Documents".)

       Pursuant to a Guarantee of even date, (the "Debtor's Guarantee"), the
Debtor guaranteed, to the extent set forth in the Debtor's Guarantee, Borrower's
obligations to the Administrative Agent, the Co-Administrative Agent and the
Lenders signatory to the Amended Credit Agreement and the Restated Prudential
Notes.



                                      -94-
<PAGE>


                           Statement of Consideration.

       To induce the Lenders signatory to the Amended Credit Agreement to enter
into Credit Agreement Amendment 2 and to make Loans and issue Letters of Credit
under the Amended Credit Agreement, and to induce Prudential to execute
Prudential Amendment 1, the Debtor is executing and delivering this Security
Agreement to the Lenders, the Collateral Agent, the Co-Administrative Agent and
the Administrative Agent, as the "Secured Party".

                                    Agreement

       This Security Agreement shall be continuing and subsisting until canceled
by the Collateral Agent on behalf of and with the written consent of the
Lenders, in the Lenders' sole discretion.

       1.     Definitions.

              1.1 Incorporation by Reference. All terms defined in Schedule A
annexed hereto are hereby incorporated by reference and all such terms and words
so defined are used herein with the same meanings as are therein set forth.
Except as otherwise defined in this Security Agreement, terms defined or
incorporated in the Guarantee are used herein as so defined.

              1.2 Additional Definitions. The following terms shall have the
following meanings for purposes of this Security Agreement (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

       "Administrative Agent" means the Administrative Agent appointed as such
pursuant to the Amended Credit Agreement, and each successor thereto or
replacement therefor under the terms of the Amended Credit Agreement.

       "Co-Administrative Agent" means the Co-Administrative Agent appointed as
such pursuant to the Amended Credit Agreement, and each successor thereto or
replacement therefor under the terms of the Amended Credit Agreement.

       "Collateral" means, collectively, all of the personal property of the
Debtor described on Schedule A annexed hereto.

       "Corresponding", when used in conjunction with any defined term (the
"referred term"), "Corresponding" refers to such specific Persons, items or
documents to which such referred term pertains which are related or connected to
another defined term in the context.




                                      -95-
<PAGE>





       "Debtor's Guarantee" shall have the meaning set forth in the Statement of
Premises in this Security Agreement.

       "Event of Default" means any event, condition or act (including notice
and lapse of time, if specified) which is defined or described as an Event of
Default under either the Amended Credit Agreement or the Restated Note Agreement
or as an event of default in any other Secured Loan Document.

       "Financing Statements" mean all UCC-1 Financing Statements to be filed in
any public office to perfect the security interest granted under this Security
Agreement.

       "Guarantee" means a "Guarantee" as defined in either the Amended Credit
Agreement or the Restated Note Agreement, and includes the Debtor's Guarantee.

       "Intercreditor Agreement" has the meaning set forth in Section 11 of this
Agreement.

       "Issuing Bank" has the meaning set forth in the Amended Credit Agreement.

       "Lenders" means the banks from time to time signatory to the Amended
Credit Agreement (including the Issuing Bank and the Swingline Lender) and
Prudential, and their respective transferees, successors and assigns.

       "Secured Loan Document" means any Loan Document (as defined in the
Amended Credit Agreement), and the Prudential Documents.

       "Secured Obligations" means all debts, liabilities and obligations of the
Debtor to any Secured Party pursuant to this Agreement or the Debtor's
Guarantee, of every nature, whether now existing or hereafter incurred at any
time or times, absolute or contingent, secured or unsecured, and any and all
renewals or extensions thereof or of any portion thereof, including without
limitation all principal, all interest, all prepayment premiums and breakage
fees (if any), all fees, all late charges and all penalties and all expenses of
collection or enforcement or attempted collection or enforcement thereof,
including all reasonable fees and disbursements of any Secured Party's counsel
in connection therewith, whether within or apart from any legal action or
proceeding.

       "Secured Party" means the Lenders, the Collateral Agent, the
Co-Administrative Agent and the Administrative Agent, collectively, and means
each of the Lenders, the Collateral Agent, the Co-Administrative Agent and the
Administrative Agent, severally.

       "UCC" means the Uniform Commercial Code of the State of New York, as
amended and in effect as of the date hereof.



                                      -96-
<PAGE>


       2.     Security Interest.

              2.1 The Debtor hereby grants to the Secured Party a security
interest in all of the Collateral as security for the payment of all Secured
Obligations; provided, however, that with respect to computer hardware and
software that is licensed or leased, the security interest is granted only to
the extent that it does not violate the agreement(s) pursuant to which such
computer hardware and software is licensed or leased.

              2.2    [INTENTIONALLY LEFT BLANK]

              2.3 This Security Agreement is in addition to and without
limitation of any right of any Secured Party under any of the Secured Loan
Documents or any other security agreement, mortgage or Guarantee granted by the
Debtor or any other Person to or for the benefit of any Secured Party.

       3.     Representation and Warranties.

              The Debtor represents and warrants to each Secured Party that:

              3.1 Except as listed on Schedule 3.1 attached hereto, the Debtor
has granted no currently effective security interest in the Collateral to any
Person other than to the Secured Party, and no financing statement in favor of
any such other Person as a secured party covering any of the Collateral or any
proceeds thereof is on file in any public office, and the Collateral is free and
clear of any "Lien" (as such quoted term is defined in the Amended Credit
Agreement), charge or encumbrance, except pursuant to and under this Security
Agreement.

              3.2 The office location(s) of the Debtor set forth on Schedule 3.2
attached hereto are the true and correct locations of the Debtor's principal
place of business and chief executive office as of the date hereof.

              3.3 The locations of all Fixtures, Equipment, Inventory and Goods
of the Debtor set forth on Schedule 3.2 hereto is a true and complete listing of
all of the locations of the Debtor's Fixtures, Equipment, Inventory and Goods,
as of the date hereof.

              3.4 Except as noted on Schedule 3.2 hereto, the Debtor conducts no
business, whether directly or indirectly or through any Subsidiary or division,
under any name or trade name other than its name first recited above.

              3.5 Schedule 3.5 hereto is a true and complete description, as of
the date hereof, of all of the Debtor's (a) Patent Rights, Trademark Rights and
Copyrights; (b) Instruments, listing either individual items having a face
amount of $1,000,000 or more, or if the face amount of all items exceeds
$10,000,000, listing individual items having a face amount of $250,000 or more;
(c) each Document representing assets with a book



                                      -97-
<PAGE>


value of $250,000 or more; (d) each item of Investment Property with a book
value or market value of $250,000 or more; and (e) Insurance.

              3.6 Schedule 3.6 hereto is a true and complete description of all
motor vehicles, aircraft, ships and boats which are owned or leased by the
Debtor and are subject to any certificate of title or title registration law,
rule or regulation as of the date hereof.

              3.7 The Debtor is a [corporation] [limited liability company]
formed and existing under the laws of the State of      -       .

              3.8 The Debtor shall not change the state of its organization
without notifying the Collateral Agent in writing prior to any change.

              3.9 Debtor's full legal name, organizational structure, state of
registration, chief executive office and organizational identification number
(if any) are accurately stated in this Agreement.

       4.     Covenants and Agreements of the Debtor.

              The Debtor covenants and agrees that:

              4.1 Any Secured Party may, by its employees, accountants,
attorneys and other agents, examine and inspect the Collateral at any reasonable
time and wherever located.

              4.2 The Debtor will deliver reports to the Collateral Agent
describing any addition, deletion or modification as of the date of each such
report to the representations and warranties made in Section 3.5 above that
involves Patent Rights, Trademark Rights registered with the United States
Patent and Trademark Office, Copyrights registered with the United States Patent
and Trademark Office, Investment Property, Instruments, Documents or Insurance.
At the request of the Collateral Agent or any Secured Party,(a) the Debtor shall
cause the interest of the Collateral Agent, as agent for the Secured Parties, to
be properly noted on each certificate of title or registration to any Equipment
that is subject to any certificate of title or title registration law, rule or
regulation, and deliver each such certificate of title or registration received
by the Debtor to the Collateral Agent and (b) the Debtor will deliver reports to
the Collateral Agent listing individual items of Chattel Paper, Electronic
Chattel Paper and Supporting Obligations having a face amount of $1,000,000 or
more, or if the face amount of all such items exceeds $10,000,000, listing
individual items having a face amount of $250,000 or more.

              4.3 Subject to the limitations of this Security Agreement, the
Debtor will from time to time upon demand furnish to the Collateral Agent such
further information and will execute, acknowledge and deliver to the Collateral
Agent such financing statements and assignments and other papers, pay any costs
of searches and filing fees, and will do



                                      -98-
<PAGE>


all such other acts and things as the Collateral Agent may reasonably request as
being necessary or appropriate to establish, perfect and maintain a valid
security interest in the Collateral as security for the Secured Obligations.

       Without limitation of the foregoing, on demand of any Secured Party or
the Collateral Agent, from time to time, the Debtor (a) shall execute and
deliver to the Collateral Agent each financing statement, notice of lien,
instrument of assignment and other writing, and take such other action, as the
Collateral Agent may deem necessary or desirable to evidence or perfect the
security interest of each Secured Party in the Collateral; (b) shall immediately
deliver all original items of, or execute or obtain such documents as the
Collateral Agent may request in order to provide the Collateral Agent with
"Control" over, all Chattel Paper, Instruments and Documents required to be
described in Schedule 3.5 or reported on under Section 4.2, with each such
endorsement, instrument of assignment and other writing as the Collateral Agent
may request; (c) during the existence of a Default, shall execute such documents
as the Collateral Agent may request in order to provide the Collateral Agent
with "control" over all Investment Property owned by the Debtor, within the
meanings of the UCC; (d) during the existence of a Default, shall execute such
documents as the Collateral Agent may request in order to provide the Collateral
Agent with "control" over all Deposit Accounts owned by the Debtor; (e) during
the existence of a Default, shall execute such documents as the Collateral Agent
may request in order to provide the Collateral Agent with "control" over all
Letter of Credit Rights owned by the Debtor; (f) shall execute such document as
the Collateral Agent may request in order to provide the Collateral Agent with
"control" over all Electronic Chattel Paper required to be described in Schedule
3.5 or reported on under Section 4.2 and owned by the Debtor; (g) during the
existence of a Default, where Collateral is in the possession of a third party,
the Debtor will notify the third party of the Secured Party's interest and
obtain an acknowledgment from the third party that the third party is holding
the Collateral for the benefit of the Secured Party, pursuant to the
requirements of the UCC; (h) during the existence of a Default, place a legend
on any Chattel Paper created by the Debtor acceptable to the Collateral Agent
indicating that the Secured Party has a security interest in the Chattel Paper,
pursuant to the terms of the UCC; and (i) the Debtor will execute and deliver to
the Collateral Agent any document required to acknowledge, register or perfect
the security interest hereby granted in any of the Patent Rights, Technical
Information, Trademark Rights or Copyrights required to be described in Schedule
3.5 or reported on under Section 4.2 and, during the existence of a Default, in
any of the Collateral under the Federal Assignment of Claims Act.

       Without limitation to the foregoing, the Debtor also hereby grants to the
Collateral Agent the authority, to file Financing Statements against the Debtor
covering the Collateral covered by this Agreement or property that becomes
Collateral.

              4.4 The Debtor will defend the Collateral against all claims and
demands of all other Persons at any time claiming the same or an interest
therein; provided, however, that the Debtor shall be permitted, as long as the
Debtor does not violate the Amended Credit Agreement or the Prudential
Documents, as the case may be, to sell,




                                      -99-
<PAGE>





dispose of, compromise, settle, renegotiate, collect, amend and otherwise deal
in the Collateral. Except to the extent permitted in the Amended Credit
Agreement, the Debtor shall not grant any Lien with respect to any Collateral to
any Person other than the Secured Party.

              4.5 If any action or proceeding shall be commenced, other than any
action to collect the Secured Obligations, to which action or proceeding any
Secured Party is made a party and in which it becomes necessary to defend or
uphold such Secured Party's security interests hereunder, all costs incurred by
such Secured Party for the expenses of such litigation (including reasonable
fees and expenses of such Secured Party's external legal counsel and costs
allocated by and expenses of its internal legal department) shall be deemed part
of the Secured Obligations secured hereby, which the Debtor agrees to pay or
cause to be paid.

              4.6 All Records of the Collateral will be located at the Debtor's
principal place of business and chief executive office. The Debtor shall not
change its full legal name, organizational structure, state of registration,
organizational identification number or the location of any Records or of its
principal place of business and chief executive office unless the Debtor gives
the Collateral Agent not less than 30 days prior written notice and the Debtor
executes such documents and takes such other actions related thereto as the
Collateral Agent may request.

              4.7 The Debtor will have and maintain Insurance at its expense at
all times in such amounts, in such form, containing such terms and written by
such companies as may be reasonably satisfactory to Collateral Agent (and as
more particularly set forth in the Amended Credit Agreement and the Restated
Note Agreement). All policies of Insurance shall be payable to the Collateral
Agent and the Debtor, as their interests may appear, shall name the Collateral
Agent as a co-insured, and shall provide for thirty (30) days' written notice of
cancellation or modification to the Collateral Agent. So long as any Event of
Default exists, the Collateral Agent is authorized by the Debtor to act as its
attorney in collecting, adjusting, settling or canceling such Insurance and
endorsing any drafts drawn by insurers. The Collateral Agent may apply any
proceeds of Insurance received by it to the Secured Obligations, whether due or
not; provided, however, that the Collateral Agent will hold such proceeds as a
special deposit for use by the Debtor to repair, restore or replace the assets
which gave rise to such proceeds, or to acquire replacement tangible assets to
be used in the Debtor's business, within one year after the event giving rise to
such proceeds, so long as (i) the Debtor is taking steps to repair, restore or
replace such Collateral, or to acquire such tangible assets, with due diligence
and in good faith and (ii) no Event of Default shall have occurred. The Debtor
will immediately notify the Collateral Agent of any damage to or loss of
Collateral in excess of $5,000,000. Not later than ten (10) days prior to the
expiration date of each policy of Insurance then in effect, the Debtor shall
deliver to the Collateral Agent a certificate of Insurance certifying as to (i)
the extension of such policy or the issuance of a renewal policy therefor,
describing the same in reasonable detail satisfactory to the Collateral Agent
and (ii) the payment in full of the portion of the premium therefor then due and
payable (or accompanied by other proof of such payment satisfactory to the
Collateral





                                     -100-
<PAGE>


Agent). The Debtor shall be required forthwith to notify the Collateral Agent
(by telephone, confirmed in writing) if the Debtor shall determine at any time
not to, or at any time be unable to, extend or renew any such policy then in
effect. Notwithstanding the foregoing, the Debtor, pursuant to the UCC, shall
bear the risk of loss of Collateral.

              4.8 The Debtor will use the Collateral for business purposes and
not in violation of any law, regulation, order, writ, injunction or decree.

              4.9 The Debtor will pay promptly when due all taxes and
assessments upon the Collateral or upon its use or sale ("Taxes").

              4.10 The Debtor will at all times keep accurate and complete
records of the Accounts, Deposit Accounts, Instruments, Investment Property,
Chattel Paper, Documents, General Intangibles and other Collateral and will
deliver such reconciliation reports and other financial information to the
Collateral Agent as the Collateral Agent or any other Secured Party may at any
time reasonably request. The Collateral Agent or any other Secured Party, or any
of their agents, shall have the right to call at the Debtor's place or places of
business at reasonable intervals and upon reasonable notice to inspect, audit,
make test verifications and otherwise examine and make extracts from the books,
records, journals, orders, receipts, correspondence and other data relating to
any of the Collateral.

              4.11 Upon the occurrence of an Event of Default, the Debtor agrees
to stamp all books and records pertaining to Accounts, Instruments, Chattel
Paper, Electronic Chattel Paper, Supporting Obligations, Documents, Investment
Property and General Intangibles to evidence the Secured Party's security
interest therein in form satisfactory to the Collateral Agent immediately upon
the Collateral Agent's written demand.

              4.12 At its option, during the existence of any Event of Default,
the Collateral Agent may discharge taxes, Liens or other encumbrances at any
time levied against or placed on the Collateral which have not been stayed as to
execution and contested with due diligence in appropriate legal proceedings, and
the Collateral Agent may pay for Insurance on the Collateral and may pay for
maintenance and preservation of the Collateral and in connection therewith, the
Debtor will, upon demand, remit to the Collateral Agent forthwith:

                     4.12.1 The amount of any such Taxes, assessments, Insurance
or other expenses which the Collateral Agent shall have been required or shall
have elected to pay; and

                     4.12.2 The amount of any and all out-of-pocket expenses
which the Collateral Agent may incur in connection with the exercise by the
Collateral Agent of any of the powers conferred upon it hereunder; and

                     4.12.3 Interest on any amounts described under Subsections
4.12.1 and 4.12.2  of this Section 4.12 from the date of such expenditure to the
date of




                                     -101-

<PAGE>


repayment in full to the Collateral Agent at a rate per annum which shall
automatically increase and decrease so that at all times such rate shall remain
2% higher than the Prime Rate.

              4.13 The Debtor will notify the Collateral Agent in writing at
least thirty (30) days prior to conducting business under any name or trade name
other than as warranted under Section 3.4 above.

              4.14 During the existence of any Event of Default, the Collateral
Agent shall have the right to notify the account debtors obligated on any or all
of the Debtor's Accounts, Chattel Paper, Instruments, Documents, Investment
Property, Electronic Chattel Paper, Supporting Obligations or General
Intangibles to make payment thereof directly to the Collateral Agent, and the
Collateral Agent may take control of all proceeds of any thereof. The form of
such notice to the account debtors shall be in the form of Schedule 4.14 annexed
hereto.

              4.15 At the Collateral Agent's request the Debtor will obtain the
consent of any Person, governmental instrumentality or agency, or public body or
official to the assignment hereunder of any Account, Instrument, Document,
Chattel Paper, Electronic Chattel Paper, Supporting Obligations or General
Intangible having a face value of $250,000 or more if such consent may be
required by the terms of any contract or statute and if the such consent is
reasonably necessary to support the security interest hereunder and if the
Collateral Agent so requests in its discretion reasonably exercised.

              4.16 Upon request of the Collateral Agent after an Event of
Default, with respect to real property where Collateral may be located or real
property to which any Collateral may be affixed, including but not limited to
locations described in Schedule 3.2 hereto, the Debtor shall use reasonable
efforts to provide the Collateral Agent a document, in form and substance
satisfactory to the Collateral Agent, executed by each person having an interest
in such real property, either as lessor, lessee, owner or mortgagee thereof, to
which any Collateral is affixed or in which any Collateral is located (a)
disclaiming any interest by such owner, lessor, lessee or mortgagee in any such
Collateral and (b) containing the agreement of such owner, lessor, lessee or
mortgagee permitting the Collateral Agent to enter such real property and take
possession of and remove from such real property any Collateral affixed thereto
or located therein and retaining possession of such real property for the
purpose of selling, leasing or otherwise disposing of such Collateral without by
doing so incurring any liability to such owner, lessor, lessee or mortgagee
other than liability that would be incurred by the Debtor pursuant to any lease
or mortgage between the Debtor and such owner, lessor, lessee or mortgagee.

       5.     Events of Default.

              5.1 Upon the occurrence of an Event of Default, the Collateral
Agent shall have, and shall exercise at the direction of the Majority Lenders,
as such term is defined in the Intercreditor Agreement of even date among the
Lenders (the "Intercreditor




                                     -102-
<PAGE>





Agreement"), all of the rights, powers and remedies set forth in the Secured
Loan Documents, together with the rights and remedies of a secured party under
the UCC, including without limitation, the right to sell, lease or otherwise
dispose of any or all of the Collateral, and to take possession of the
Collateral, and for that purpose (a) the Collateral Agent may enter peaceably
any premises on which the Collateral or any part thereof may be situated and
remove the same therefrom and the Debtor will not resist or interfere with such
action, and (b) the Collateral Agent may require the Debtor to assemble the
Collateral and make the same available to the Collateral Agent at a place to be
designated by the Collateral Agent which is reasonably convenient to both
parties. The Debtor hereby agrees that the place or places of location of the
Collateral are places reasonably convenient to it to assemble the Collateral.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, the Collateral Agent will
send the Debtor reasonable notice of the time and place of any public sale or
reasonable notice of the time after which any private sale or any other
disposition thereof is to be made. The requirement of sending reasonable notice
shall be met if such notice is mailed, postage prepaid, to the Debtor at least
five days before the time of the sale or disposition.

              5.2 Upon demand by the Collateral Agent, given at the direction of
the Majority Lenders, after an Event of Default, the Debtor will immediately
deliver to the Collateral Agent all proceeds of Collateral, and all original
evidences of Accounts, Chattel Paper, Instruments, Documents, Investment
Property, Electronic Chattel Paper, Supporting Obligations, Deposit Accounts and
General Intangibles, including, without limitation, all checks, drafts, cash and
other remittances, notes, trade acceptances or other instruments or contracts
for the payment of money, appropriately endorsed to the Collateral Agent's order
and, regardless of the form of such endorsement, the Debtor hereby waives
presentment, demand, notice of dishonor, protest and notice of protest and all
other notices with respect thereto; and the Debtor hereby appoints the
Collateral Agent as the Debtor's agent and attorney-in-fact to make such
endorsement on behalf of and in the name of the Debtor. Pending such deposit,
the Debtor agrees that it will not commingle any such checks, drafts, cash and
other remittances with any of the Debtor's funds or property, but will hold them
separate and apart therefrom and upon an express trust for the Collateral Agent
until delivery thereof is made to the Collateral Agent.

              5.3 The costs of collection and enforcement of Deposit Accounts,
Accounts, Chattel Paper, Instruments, Documents, Investment Property, Electronic
Chattel Paper, Supporting Obligations and General Intangibles, including
attorneys' fees and out-of-pocket expenses, shall be borne solely by the Debtor,
whether the same are incurred by the Collateral Agent or the Debtor. The Debtor
will not, after the occurrence of an Event of Default, except with the
Collateral Agent's express written consent, extend, compromise, compound or
settle any Deposit Accounts, Accounts, Chattel Paper, Instruments, Documents,
Investment Property, Electronic Chattel Paper, Supporting Obligations and
General Intangibles, or release, wholly or partly, any Person liable for payment
thereof, or allow any credit or discount thereon which is not customarily
allowed by the Debtor in the ordinary conduct of its business.




                                     -103-
<PAGE>





              5.4 Effective immediately upon the occurrence of an Event of
Default, the Debtor hereby appoints the Collateral Agent to be the Debtor's true
and lawful attorney, with full power of substitution, in the Collateral Agent's
name or the Debtor's name or otherwise, for the Collateral Agent's sole use and
benefit, but at the Debtor's cost and expense, to exercise at any time, at the
direction of the Majority Lenders, all or any of the following powers with
respect to all or any of the Deposit Accounts, Accounts, Chattel Paper,
Instruments, Documents, Investment Property, Electronic Chattel Paper,
Supporting Obligations or General Intangibles:

                     5.4.1  to demand, sue for, enforce, collect, settle,
compromise, receive and give acquittance for any and all moneys due or to become
due upon or by virtue thereof and any Liens securing any such Collateral;

                     5.4.2  to receive, take, endorse, assign and deliver any
and all checks, notes, drafts and other negotiable and non-negotiable
instruments taken or received by the Collateral Agent in connection therewith,
and the Debtor waives notice of presentment, protest and non-payment of any
instrument so endorsed or assigned;

                     5.4.3  to settle, compromise, compound, prosecute or defend
any action or proceeding with respect thereto;

                     5.4.4  to extend the time of payment of any or all thereof,
to make any allowances and other adjustments with reference thereto;

                     5.4.5  to sell, transfer, assign or otherwise deal in or
with the same or the proceeds or avails thereof or the relevant goods, as fully
and effectually as if the Collateral Agent were the absolute owner thereof;

                     5.4.6  to make any reasonable allowances and other
reasonable adjustments with reference thereto;

                     5.4.7  to sign the Debtor's name on any Document, on
invoices relating to any Account, on drafts against customers, on schedules of
assignments of Accounts, on notices of assignment, financing statements under
the UCC and other public records, on verifications of Accounts, and on notices
to customers;

                     5.4.8  to file or record in any public office notices of
assignment or any other public notice required to effect this Security
Agreement;

                     5.4.9  to receive and open all mail addressed to the
Debtor, and to retain, use and dispose of all such mail as may relate to the
Collateral;

                     5.4.10  to discharge Taxes, liens or other encumbrances at
any time levied against or placed thereon;




                                     -104-


<PAGE>


                     5.4.11 to send requests for verification of Accounts,
Chattel Paper, General Intangibles and Instruments to those liable thereon;

                     5.4.12 to send one or more notices of exclusive control to
any Person with whom a control agreement has been signed with respect to any
part of the Collateral;

                     5.4.13 to vote in person or by proxy any voting right in
connection with any Investment Property, to exercise or fail to exercise any
conversion or similar rights regarding such Collateral, and to transfer into the
Collateral Agent's name, or that of its nominee, any or all of such Investment
Property;

                     5.4.14 to receive and collect and to apply to the Secured
Obligations, any interest, dividends or other income with respect to the
Collateral;

                     5.4.15 to do all other things the Collateral Agent deems
reasonably necessary or desirable to carry out the purposes of this Agreement.

              The Debtor hereby ratifies and approves all acts of the attorney
pursuant to this Section 5.4, and neither the Collateral Agent nor the attorney
will be liable for any acts of commission or omission, nor for any error of
judgment or mistake of fact or law, other than acts, errors or mistakes due to
willful malfeasance or gross negligence by the Collateral Agent or the attorney;
provided further, however, that Debtor does not waive any rights under the UCC
against any Secured Party for any action taken hereunder which is other than
commercially reasonable. This power, being coupled with an interest, is
irrevocable so long as any of the Secured Obligations remain outstanding.

              5.5 After deducting all expenses incurred by the Collateral Agent
in protecting or enforcing the rights of the Secured Parties in the Collateral,
the remainder of any proceeds of collection or sale of the Collateral shall be
applied to the payment of principal, interest, fees, expenses or other charges
comprising the Secured Obligations in such order as the Collateral Agent may
determine, and all surplus shall be returned to the Debtor and the Debtor shall
remain liable for any deficiency. The Collateral Agent shall apply the proceeds
of collection or sale of the Collateral, if any, at least once during each
calendar month, and until so applied, shall retain such proceeds in a separate
Collateral account, as Collateral for the Secured Obligations. The Collateral
Agent alone shall have the power of withdrawal from such Collateral account.

              5.6 The Collateral Agent may exercise its rights with respect to
Collateral without resorting to or regard to any Guarantee or other collateral
or source of reimbursement for the Secured Obligations.

              5.7 The exercise by the Collateral Agent of or failure to so
exercise any authority granted under this Security Agreement shall in no manner
affect the liability of the Debtor to any Secured Party, provided that the
Collateral Agent shall be under no obligation or duty to exercise any of the
powers hereby conferred upon it and it shall be



                                     -105-
<PAGE>


without liability for any act or failure to act in connection with the
collection of, or the preservation of any rights under any of the Collateral.

              5.8 The rights and remedies provided to the Collateral Agent in
this Security Agreement may be exercised by the Collateral Agent only, as agent
for the Secured Parties, and no other Secured Party shall exercise any of such
rights, or shall attempt to enforce its rights under this Security Agreement,
independent of the Collateral Agent, unless acting for and on behalf of the
Collateral Agent and at the specific direction of the Collateral Agent.

       6.     Waivers.

              6.1 The Debtor waives all demands, notices and protests of every
kind which are not expressly required under this Security Agreement or the
Secured Loan Documents and which are permitted by law to be waived, and which
would, if not waived, impair the Collateral Agent's enforcement of this Security
Agreement or release any Collateral from the security interest of the Secured
Party under this Security Agreement. By way of example, but not in limitation of
the Collateral Agent's rights under this Security Agreement, the Collateral
Agent does not have to give the Debtor notice of any of the following unless
otherwise specifically required by this or another agreement or by applicable
law:

                     6.1.1  notice of acceptance of this Security Agreement;

                     6.1.2  notice of advances made, credit extended, or
Collateral received or delivered;

                     6.1.3  any action which the Collateral Agent does or does
not take regarding the Debtor, any guarantor or any other Person, or any other
collateral securing the Secured Obligations;

                     6.1.4  enforcement of this Security Agreement against the
Collateral; or

                     6.1.5  any other action taken in reliance on this Security
Agreement.

              6.2 With respect both to Secured Obligations and Collateral, the
Debtor assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of Collateral, to the
addition or release of any party or Person primarily or secondarily liable, to
the acceptance of partial payments thereon and the settlement, compromising or
adjusting of any thereof, all in such time or times as the Collateral Agent may
deem advisable.

              6.3 The Collateral Agent shall have no duty as to the collection
or protection of Collateral not in the Collateral Agent's possession or control,
and the



                                     -106-
<PAGE>





Collateral Agent's duty with reference to Collateral in its possession or
control shall be to use reasonable care in the custody and preservation of such
Collateral, but such duty shall not require the Collateral Agent to do any of
the following (although during the existence of an Event of Default, the
Collateral Agent is authorized to reasonably undertake any such action if the
Collateral Agent deems such action appropriate):

                     6.3.1  protect any of the Collateral against the claims of
others;

                     6.3.2  collect any sums due on the Collateral;

                     6.3.3  exercise any rights under the Collateral;

                     6.3.4  notify the Debtor of any maturities, calls,
conversions, or other similar matters concerning the Collateral;

                     6.3.5  act upon any request the Debtor may make; or

                     6.3.6  preserve or protect the Debtor's rights in the
Collateral.

       7.     ACTIONS AND PROCEEDINGS.

       IN THE EVENT OF ANY ACTION OR PROCEEDING WITH RESPECT TO ANY MATTER
PERTAINING TO THIS SECURITY AGREEMENT, THE DEBTOR HEREBY WAIVES THE RIGHT TO A
TRIAL BY JURY AND RIGHTS OF SETOFF (BUT DOES NOT WAIVE ANY DEFENSES OR
COUNTERCLAIMS). THE DEBTOR HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE 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, NEW
YORK, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS SECURITY AGREEMENT.

       8.     Address for Notices and Service of Process.

              All notices, requests and demands to or upon the Collateral Agent,
any other Secured Party or the Debtor shall be effective if made in writing and
shall be deemed to be delivered (A) upon receipt if delivered by hand or by
Federal Express or other national overnight courier, or (B) when sent and answer
back received, in the case of notice by telex or telecopier (fax), or (C) when
received, if sent by certified or registered mail, postage prepaid, to the
following address or to such other address of the Collateral Agent, on behalf of
the other Secured Parties, or the Debtor as may be hereafter notified by the
Collateral Agent or the Debtor to the other:



                                     -107-
<PAGE>




if to the Debtor:

       TBC Corporation
       4770 Hickory Hill Road
       Memphis, Tennessee 38141
       Attention: Chief Financial Officer

if to any of the Lenders, the Collateral Agent, the Co-Administrative Agent or
the Administrative Agent:

       The Chase Manhattan Bank
       One Chase Square, 9th Floor
       Rochester, New York 14604
       Attention: Bruce Yoder

       9.     Costs of Collection and Legal Fees.

              The Debtor shall be liable to the Collateral Agent and each other
Secured Party and shall pay to the Collateral Agent immediately on demand as
part of its liability under this Security Agreement all reasonable costs and
expenses of the Collateral Agent or any other Secured Party, including all
reasonable fees and disbursements of the Collateral Agent's or any other Secured
Party's legal counsel incurred in the collection or enforcement or attempted
collection or attempted enforcement of the Secured Party's rights under this
Security Agreement, whether within or apart from any legal action or proceeding.

       10.    No Waiver of Remedies.

              No failure to exercise and no delay in exercising, on the part of
the Collateral Agent or any other Secured Party, any right, remedy, power or
privilege under this Security Agreement shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
under this Security Agreement preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided under this Security Agreement are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

       11.    Collateral Agent.

       The appointment of the Collateral Agent as agent to act on behalf of the
Lenders as contemplated in this Security Agreement, and the authority and
responsibilities of the Collateral Agent related thereto, are set forth in and
controlled by an Intercreditor Agreement of even date among the Secured Parties
(as it may be amended from time to time, the "Intercreditor Agreement").


                                     -108-
<PAGE>





       12.    New York Law.

              This Security Agreement and the rights and obligations of the
Debtor and the Secured Party hereunder shall be governed, construed and
interpreted in accordance with, the laws of the State of New York without regard
to any conflicts-of-laws rules which would require the application of the laws
of any other jurisdiction.

       13.    Entire Agreement; Modifications.

              This Security Agreement contains the entire agreement between each
Secured Party and the Debtor with respect to all subject matters contained
herein. This Security Agreement cannot be amended, modified or changed in any
way except by a written instrument executed by the Collateral Agent, acting on
behalf of each Secured Party as authorized in Section 4 of the Intercreditor
Agreement, and the Debtor.

       14.    Successors and Assigns.

              The covenants, representations, warranties and agreements herein
set forth shall be binding upon the Debtor, its legal representatives,
successors and assigns and shall inure to the benefit of each Secured Party, its
successors and assigns. Any successor or assign of any Secured Party shall
forthwith become vested with and entitled to exercise all the powers and rights
given by this Security Agreement to any Secured Party, as if such successor or
assign were originally named as a Secured Party herein.

       15.    Counterparts.

              This Security Agreement may be executed in counterparts each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

       16.    Severability.

              The unenforceability or invalidity of any provision or provisions
of this Security Agreement or any of the other Secured Loan Documents shall not
render any other provision or provisions herein or therein contained
unenforceable or invalid.

       IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be
executed by its duly authorized officer or representative as of the date and
year first above written.

                                          -

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




                                     -109-
<PAGE>




                                   Title:

                                   Accepted this   -   day
                                   of    -

                                   First Tennessee Bank National Association,
                                   Individually, as Issuing Bank, as Swingline
                                   Lender and as Administrative Agent


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

                                   Title:

                                   The Chase Manhattan Bank, Individually, as Co
                                   Administrative Agent and as Collateral Agent

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

                                   First Union National Bank

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

                                   Sun Trust Bank

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



                                     -110-
<PAGE>






                                          Regions Bank

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


                                          Fleet Capital Corporation

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


                                          Allfirst Bank

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


                                          Fifth Third Bank

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


                                          Firstar Bank NA

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



                                     -111-
<PAGE>





                                   Union Planters Bank, NA


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

                                   National City Bank

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

                                   The Prudential Insurance Company of America

                                   By:
                                       -----------------------------
                                   Name:
                                   Title: Vice President










                                     -112-
<PAGE>




                                   SCHEDULE A
                                       to
                Security Agreement and UCC-1 Financing Statements
                                   granted by
                               -  (the "Debtor")
                                   in favor of
                 The Chase Manhattan Bank, as "Collateral Agent"
         for all lenders that are now or may hereafter become "Lenders"
          and for the Administrative Agent and Co-Administrative Agent,
                    all as defined in the Security Agreement,
            and the Administrative Agent, the Co-Administrative Agent
                         and all such Lenders, including
                 those described in Schedule A1 attached hereto
                      (collectively as the "Secured Party")

          The following shall constitute collateral (the "Collateral")

Item 5 Continued:


1.      Equipment. All equipment (as defined in Article Nine of the UCC),
        whether now owned or hereafter acquired, wherever located, and including
        fixtures, together with any and all substitutions, parts, fittings,
        additions, attachments, accessories, special tools, accessions or
        replacements, and together with all computer programming and licenses
        necessary or desirable to operate the same, and all proceeds and General
        Intangibles arising from any of the foregoing whether now owned or
        hereafter acquired, wherever located, and including fixtures, together
        with any and all substitutions, parts, fittings, additions, attachments,
        accessories, special tools, accessions or replacements, and together
        with all computer programming and licenses necessary or desirable to
        operate the same, and all proceeds and General Intangibles arising from
        any of the foregoing, including software embedded in goods
        (collectively, the "Equipment").

2.      Inventory. All inventory (as defined in Article Nine of the UCC), now
        owned or hereafter acquired, wherever located, and any product or mass
        into which any inventory shall be manufactured, processed or assembled
        (but only the extent the same belongs to the Debtor) or commingled, and
        all proceeds and General Intangibles arising from any of the foregoing
        now owned or hereafter acquired, wherever located, and any product or
        mass into which any inventory shall be manufactured, processed or
        assembled (but only the extent the same belongs to the Debtor) or
        commingled, and all proceeds and General Intangibles arising from any of
        the foregoing, including software embedded in goods (collectively, the
        "Inventory").




                                     -113-


<PAGE>




3.      Accounts. All accounts (as defined in Article Nine of the UCC), now
        existing or hereafter acquired, and all proceeds and General Intangibles
        arising therefrom now existing or hereafter acquired, and all proceeds
        and General Intangibles arising therefrom, including health care
        insurance receivables, license fees, credit card receivables
        (collectively, the "Accounts").

4.      Chattel Paper. All chattel paper (as defined in Article Nine of the
        UCC), now owned or hereafter acquired, and all proceeds and General
        Intangibles arising therefrom now owned or hereafter acquired, and all
        proceeds and General Intangibles arising therefrom, including tangible
        and intangible Chattel Paper (collectively, the "Chattel Paper").

5.      Instruments. All instruments (as defined in Article Nine of the UCC),
        now owned or hereafter acquired, and all proceeds and General
        Intangibles arising therefrom now owned or hereafter acquired, and all
        proceeds and General Intangibles arising therefrom, including promissory
        notes (collectively, the "Instruments").

6.      General Intangibles. All General Intangibles (as defined in Article Nine
        of the UCC) now owned or hereafter acquired, and the proceeds thereof
        including payment intangibles now owned or hereafter acquired, and the
        proceeds thereof (collectively, the "General Intangibles").

7.      Documents. All documents of title (as defined in Article Nine of the
        UCC) covering any Inventory wherever located, now owned or hereafter
        acquired, and all proceeds and General Intangibles arising therefrom now
        owned or hereafter acquired, and all proceeds and General Intangibles
        arising therefrom (collectively, the "Documents").

8.      Investment Property. All investment property (as defined in Article Nine
        of the UCC), now owned or hereafter acquired, and all proceeds and
        General Intangibles arising therefrom (collectively, the "Investment
        Property:).

9.      Fixtures. All fixtures (as defined in Article Nine of the UCC), now
        owned or hereafter acquired, and all proceeds thereof (collectively, the
        "Fixtures").

10.     Deposit Accounts. All Deposit Accounts (as defined in Article Nine of
        the UCC) now existing or hereafter acquired, and all proceeds and
        General Intangibles arising therefrom ("Deposit Accounts").

11.     Letter of Credit Rights. All Letter of Credit Rights (as defined in
        Article Nine of the UCC) now existing or hereafter acquired and all
        proceeds and General Intangibles arising therefrom ("Letter of Credit
        Rights").

12.     Supporting Obligations. All Supporting Obligations (as defined in
        Article Nine of the UCC) including all (i) obligations, such as
        guarantees and letters of credit, that




                                     -114-
<PAGE>




        support payment or performance of Collateral such as Accounts, Chattel
        Paper, and payment intangibles and (ii) any property (including real
        property) that secures a right to payment or performance that is subject
        to a security interest under Article Nine of the UCC and all proceeds
        and General Intangibles arising therefrom ("Supporting Obligations").

13.     Goods. All Goods (as defined in Article Nine of the UCC) including but
        not limited to a computer program embedded in goods and any supporting
        information provided in connection with a transaction relating to the
        program if (i) the program is associated with the goods in such a manner
        that it is customarily considered part of the goods, or (ii) by becoming
        the owner of the goods, a person acquires a right to use the program in
        connection with the goods, whether now existing or hereafter ("Goods").

14.     Electronic Chattel Paper. All Electronic Chattel Paper (as defined in
        Article Nine of the UCC) now existing or hereinafter acquired and all
        proceeds and General Intangibles arising therefrom ("Electronic Chattel
        Paper").

15.     Proceeds. To the extent not listed above as original collateral all
        proceeds and products of the foregoing (as defined in Article Nine of
        the UCC) ("Proceeds").


IN FURTHERANCE OF THE FOREGOING TYPES OF PROPERTY, AND WITHOUT LIMITATION
THEREOF:

        a. Insurance. All insurance covering the Equipment, Inventory and all of
        the Debtor's other tangible personal property against risks of fire,
        flood, theft, loss or any other physical damage and against any risk of
        any damage or loss whatsoever, now owned or hereafter acquired, and all
        proceeds and General Intangibles arising therefrom (the "Insurance").

        b. Records. All of the Debtor's right, title and interest in all
        of its books, records, ledger sheets, files and other data and
        documents, including records in any form (digital or other) and recorded
        in or through any medium (magnetic, lasergraphic or other) and all
        machinery and processes (including computer programming instructions)
        required to read and print such records, now or hereafter existing
        relating to all types of personal property described in this Schedule
        (the "Records").

        c. Rights as Seller of Goods. All of the Debtor's rights as seller of
        goods under Article 2 of the UCC or otherwise with respect to Inventory,
        and all goods represented by or securing any of the Accounts, all of the
        Debtor's rights therein, including without limitation, rights as an
        unpaid vendor or lienor and including rights of stoppage in transit,
        replevin and reclamation, and all proceeds and general intangibles
        arising from any of the foregoing.



                                     -115-
<PAGE>




        d. Patent Rights. All patent rights throughout the world, including all
        letters patents, patent applications, patent licenses, patentable
        inventions, modifications and improvements thereof, all rights to any
        and all letters patent and applications for letters patent, all
        divisions, renewals, reissues, continuations, continuations-in-part,
        extensions and reexaminations of any of the foregoing, all shop rights,
        all proceeds of, and rights associated with any of the foregoing
        (including license royalties and proceeds of infringement suits), the
        right to sue third parties for past, present or future infringements of
        any of the foregoing and for breach or enforcement of any of the
        foregoing, and all rights corresponding to each of the foregoing
        throughout the world, whether now owned or existing or hereafter
        acquired, and all proceeds and General Intangibles arising from any of
        the foregoing (the "Patent Rights").

        e. Technical Information. All information concerning the subject matter
        of the Patent Rights, and all other confidential or proprietary or
        useful information and all know-how and common law or statutory trade
        secrets obtained by or used in or contemplated at any time for use in
        the business of the Debtor, and all other research and development work
        by the Debtor whether or not the same is a patentable invention,
        including without limitation all design and engineering data, shop
        rights, instructions, procedures, standards, specifications, plans,
        drawings and designs, whether now owned or existing or hereafter
        acquired or arising, and all proceeds and General Intangibles arising
        from any of the foregoing (the "Technical Information").

        f. Trademark Rights. All trademarks, trade names, corporate names,
        company names, business names, fictitious business names, trade styles,
        service marks, certification marks, collective marks, logos, other
        source of business identifiers, prints and labels on which any of the
        foregoing have appeared or appear, designs and general intangibles of a
        like nature (each of the foregoing items being called a "Trademark"),
        now existing anywhere in the world or hereafter adopted or acquired,
        whether currently in use or not, all registrations and recordings
        thereof and all applications in connection therewith, whether pending or
        in preparation for filing, including registrations, recordings and
        applications in the United States Patent and Trademark Office or in any
        office or agency of the United States of America or any State thereof or
        any foreign country, all Trademark licenses, all reissues, extensions or
        renewals of any of the foregoing items all of the goodwill of the
        business connected with the use of, and symbolized by the foregoing
        items all proceeds of, and rights associated with, the foregoing,
        including any claim by the Debtor against third parties for past,
        present or future infringement or dilution of any Trademark, Trademark
        registration or Trademark license, including any Trademark, Trademark
        registration or Trademark license, or for any injury to the goodwill
        associated with the use of any such Trademark or for breach or
        enforcement of any Trademark license, and all proceeds and General
        Intangibles arising from any of the foregoing (the "Trademark Rights").




                                     -116-
<PAGE>



        g. Copyrights. All copyrights and all semiconductor chip product mask
        works of the Debtor, whether statutory or common law, registered or
        unregistered, now or hereafter in force throughout the world, including,
        without limitation, all of the Debtor's right, title and interest in and
        to all copyrights and mask works registered in the United States
        Copyright Office or anywhere else in the world and all applications for
        registration thereof, whether pending or in preparation, all copyright
        and mask work licenses, the right to sue for past, present and future
        infringements of any thereof, all rights corresponding thereto
        throughout the world, all extensions and renewals of any thereof and all
        proceeds of the foregoing, including, without limitation, licenses,
        royalties, income, payments, claims, damages and proceeds of suit, and
        all proceeds and General Intangibles arising from any of the foregoing
        (the "Copyrights").

        h. Computer Hardware and Software. To the extent not included in Goods
        as described above, (A) all computer and other electronic data
        processing hardware, integrated computer systems, central processing
        units, memory units, display terminals, printers, features, computer
        elements, card readers, tape drives, hard and soft disk drives, cables,
        electrical supply hardware, generators, power equalizers, accessories
        and all peripheral devices and other related computer hardware, whether
        now owned, licensed or leased or hereafter acquired by the Debtor; (B)
        all software programs, including source code and object code and all
        related applications and data files, whether now owned, licensed or
        leased or hereafter acquired by the Debtor, designed for use on the
        computers and electronic data processing hardware described in clause
        (A) above; (C) all firmware associated therewith, whether now owned,
        licensed or leased or hereafter acquired by the Debtor; (D) all
        documentation (including flow charts, logic diagrams, manuals, guides
        and specifications) for such hardware, software and firmware described
        in the preceding clauses (A), (B) and (C), whether now owned, licensed
        or leased or hereafter acquired by the Debtor; and (E) all rights with
        respect to all of the foregoing, including, without limitation, any and
        all copyrights, licenses, options, warranties, service contracts,
        program services, test rights, maintenance rights, support rights,
        improvement rights, renewal rights and indemnifications and any
        substitutions, replacements, additions or model conversions of any of
        the foregoing, and all proceeds and General Intangibles arising from any
        of the foregoing (the "Computer Hardware and Software").

As used in this Schedule A, "UCC" means the Uniform Commercial Code of the State
of New York, as amended and in effect from time to time.




                                     -117-
<PAGE>




                                   SCHEDULE A1


       The following constitute Lenders:

1.     First Tennessee Bank National Association, Individually and as
       Administrative Agent.

2.     The Chase Manhattan Bank, Individually, as Co-Administrative Agent and as
       Collateral Agent

3.     First Union National Bank

4.     Sun Trust Bank

5.     Regions Bank

6.     Fleet Capital Corporation

7.     Allfirst Bank

8.     Fifth Third Bank

9.     Firstar Bank NA

10.    Union Planters Bank, NA

11.    National City Bank

12.    The Prudential Insurance Company of America

and such other institutions as may hereafter become Lenders, Administrative
Agent, Co-Administrative Agent or Collateral Agent pursuant to the Security
Agreement.




                                     -118-
<PAGE>





                                  SCHEDULE 3.1
                                       to
                               Security Agreement
                                   granted by
                               -   (the "Debtor")
                                   in favor of
              The Chase Manhattan Bank, as "Collateral Agent", the
                Administrative Agent, the Co-Administrative Agent
                       and the "Lenders" dated as of   -
                      (collectively as the "Secured Party")



Other Liens against the Collateral:













                                     -119-
<PAGE>





                                  SCHEDULE 3.2
                                       to
                               Security Agreement
                                   granted by
                               -   (the "Debtor")
                                   in favor of
                The Chase Manhattan Bank, as "Collateral Agent",
              the Administrative Agent, the Co-Administrative Agent
                        and the "Lenders" dated as of  -
                      (collectively as the "Secured Party")


The Debtor's exact legal name:
                               ----------------------------------

All names, if any, other than the name set forth above, under which the Debtor
conducts business (if none, insert "None"):

Principal place of business of the Debtor:


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

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


Chief executive office of the Debtor:


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

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


All locations of Fixtures, Equipment, Inventory and Goods of the Debtor:



All prior names of the Debtor, if any (if none, insert "None"):





                                     -120-
<PAGE>





                                  SCHEDULE 3.5
                                       to
                               Security Agreement
                                   granted by
                               -  (the "Debtor")
                                   in favor of
                The Chase Manhattan Bank, as "Collateral Agent",
              the Administrative Agent, the Co-Administrative Agent
                        and the "Lenders" dated as of  -
                      (collectively as the "Secured Party")


List of all of the following types of Collateral owned by the Debtor:

1.     Patent Rights, Trademark Rights and Copyrights with all pertinent
       registration information:

2.     Instruments:

3.     Documents:

4.     Investment Property:

5.     Insurance:










                                     -121-
<PAGE>





                                  SCHEDULE 3.6
                                       to
                               Security Agreement
                                   granted by
                               -  (the "Debtor")
                                   in favor of
                The Chase Manhattan Bank, as "Collateral Agent",
              the Administrative Agent, the Co-Administrative Agent
                        and the "Lenders" dated as of  -
                      (collectively as the "Secured Party")


List of all of the following types of Collateral owned by the Debtor and subject
to any certificate of title or title registration law, rule or regulation:

1.     Motor vehicles:



2.     Aircraft:



3.     Ships and boats:











                                     -122-
<PAGE>




                                  Schedule 4.14

                    NOTICE TO ACCOUNT DEBTOR TO MAKE PAYMENT
                          TO THE CHASE MANHATTAN BANK,
                               AS COLLATERAL AGENT

                    (Letterhead of The Chase Manhattan Bank)

                                     (Date)

Registered Mail; Return Receipt Requested
or by Overnight Courier, Signature Required

Name and Address
of Account Debtor

                         Re: Payment of All Moneys Due to  -  (the "Debtor")

Greetings:

       Please take notice that all accounts receivable and other rights to
payment of the above-captioned Debtor have been assigned to The Chase Manhattan
Bank, as Collateral Agent ("Chase") and that pursuant to the terms of agreements
between the Debtor and Collateral Agent all monies now or hereafter becoming due
and owing by you to the Debtor must be paid to Collateral Agent at the following
address:

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

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

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

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

       Please take notice that payment to the Debtor of any such monies after
the date of receipt of this notice may result in liability to Collateral Agent
for the amount of such payment.

       Enclosed is a certified true copy of an authorization executed by the
Debtor.

       If you have any questions about this matter, please call _______________
at __________________.

       Thank you for your cooperation in this matter.

                                                Very truly yours,






                                     -123-

<PAGE>




                                   EXHIBIT 4.5

                          FORM OF SUBSIDIARY GUARANTEE


                                 GUARANTEE OF  -

       THIS GUARANTEE AGREEMENT, dated as of  -  (this "Guarantee"), is made by
 -  , a  -  [corporation] [limited liability company] (the "Guarantor"), of the
obligations of TBC Corporation, a Delaware corporation (the "Borrower"), under
the credit facilities described below.

                                    RECITALS

       R1. The Borrower, First Tennessee Bank National Association (the
"Administrative Agent"), and the banks from time to time parties to the Credit
Agreement as amended from time to time (singly, a "Bank" and collectively, the
"Banks") have entered into a certain Credit Agreement, dated as of January 21,
2000 (the "Original Credit Agreement"). (As amended, the Original Credit
Agreement is herein referred to as the "Credit Agreement").

       R2. The Borrower and The Prudential Insurance Company of America
("Prudential") are parties to a certain Note Purchase and Private Shelf
Agreement dated as of July 10, 1996, and to Amendments No. 1 through 4 thereto
(as so amended, the "Original Note Agreement"). Pursuant to the Original Note
Agreement, the Borrower issued $60,000,000 in principal amount of notes to
Prudential (the "Prudential Notes") and the outstanding principal amount of the
Prudential Notes is approximately $47,500,000 on the date hereof.

       R3. The Borrower, certain Banks party to the Credit Agreement and certain
additional Banks (including Banks acting as the Swingline Lender, the Issuing
Bank and the Federal Funds Lenders), the Administrative Agent and The Chase
Manhattan Bank, as Co-Administrative Agent (the "Co-Administrative Agent"), have
entered into a certain Amended and Restated Credit Agreement dated as of January
5, 2001 (the "Amended Credit Agreement"), pursuant to which the Credit Agreement
was amended and restated (the "Amended Facility"). (All Banks party to the
Amended Credit Agreement, including those acting as Swingline Lender, Issuing
Bank and Federal Funds Lenders, are referred to herein as "Banks".) The
capitalized terms not otherwise defined herein have the meanings specified in
the Amended Credit Agreement. Pursuant to the Amended Credit Agreement, the
Borrower may, subject to the terms of the Amended Credit Agreement and the other
Loan Documents, request that the Banks make Loans to, or issue Letters of Credit
for the account of, the Borrower.

       R4. The Guarantor depends, and expects to depend in the future, on the
Borrower to provide the Guarantor with equity capital, short term working
capital demand





                                     -124-
<PAGE>



loans and/or other Intercompany Loans, without which the Guarantor would be
unable to operate and to pay its obligations as they become due. The Guarantor
would be unable to repay such Intercompany Loans if immediate payment thereof
were demanded by the Borrower. It is a condition to (i) the Banks' obligations
to make Loans to, or issue Letters of Credit for the account of, the Borrower
under the Amended Facility, (ii) the Borrower's continued forbearance with
respect to Intercompany Loans made to the Guarantor that may be outstanding from
time to time and (iii) the making of additional Intercompany Loans by the
Borrower to the Guarantor, that the Guarantor guarantee repayment of the
Facility Obligations upon the terms and conditions set forth herein.

       R5. The Borrower and Prudential have executed an Amended and Restated
Note Agreement dated as of January 31, 2001 (the "Restated Note Agreement")
which amended and restated the Original Note Agreement and the Prudential Notes
(the "Restated Prudential Notes") One of the conditions set forth in the
Restated Note Agreement is that the Guarantor guarantee repayment of the
Restated Prudential Notes upon the terms and conditions set forth herein. (The
Restated Note Agreement and the Restated Prudential Notes are hereinafter
collectively referred to as the "Prudential Documents".)

       R6. The Borrower requires financing of the kind provided to it by the
Amended Facility, in part, in order for the Borrower to provide the
above-described Intercompany Loan support to the Guarantor.

       R7. The Board of Directors [MEMBERS] of the Guarantor has determined that
(i) the execution, delivery and performance of this Guarantee is necessary and
convenient to the conduct, promotion and attainment of the Guarantor's business,
(ii) that the laws of the State of Tennessee are most appropriate to govern the
provisions of this Guarantee given the degree to which the Guarantor is
dependent upon the Borrower for equity and/or working capital and other
financing through the Intercompany Loans, the existence of several other
guarantors of the Borrower's obligations, pursuant to guarantee agreements
similarly governed by the laws of Tennessee, and the location of the Borrower's
chief executive office and principal operations in Tennessee, and (iii) the
Guarantor may reasonably be expected to benefit, directly and indirectly, from
the existence of the Amended Credit Agreement and Loans and Letters of Credit
made available thereunder to the Borrower and from Prudential's agreement to the
Restated Note Agreement and Prudential's permitting the Restated Prudential
Notes to remain outstanding and payable in accordance with their terms.

       [R8. The Guarantor executed and delivered a Guarantee dated [as of
January 21, 2000 of the obligations of the Borrower under the Original Credit
Agreement and the Prudential Notes and, in connection with Amendment No. 1 to
the Original Credit Agreement, by a letter dated June 2, 2000 reaffirmed its
liability pursuant to such guarantee] [AS OF JUNE 1, 2000 OF THE OBLIGATIONS OF
THE BORROWER UNDER THE ORIGINAL CREDIT AGREEMENT AS AMENDED BY AMENDMENT NO. 1
THERETO AND THE PRUDENTIAL NOTES] (the "Original Guarantee"). The Guarantor
intends that its liability shall be as amended



                                     -125-
<PAGE>




and restated in its entirety pursuant to the terms and conditions of this
Guarantee and that in the event of any conflict between the provisions of the
Original Guarantee and this Guarantee, this Guarantee shall control.]

       NOW, THEREFORE, in consideration of the premises, the Guarantor hereby
agrees with (i) the Co-Administrative Agent, acting individually, as the
Co-Administrative Agent under the Amended Credit Agreement, and in its capacity
under the Amended Credit Agreement as agent for each of the Banks (in such
capacities, the "Co-Administrative Agent") and (ii) with Prudential, as follows:

       1.     Guarantee.

              (a)    Subject to the provisions of Section 1(b) hereof:

                     (i) the Guarantor hereby unconditionally guarantees to the
              Co- Administrative Agent the punctual payment of, and promises to
              pay to the Co-Administrative Agent, when due, whether at stated
              maturity, by mandatory prepayment, by acceleration or otherwise,
              all obligations, indebtedness and liabilities of the Borrower to
              the Co-Administrative Agent, the Administrative Agent and the
              Banks and any Related Parties, now or hereafter arising from, by
              virtue of or pursuant to the Amended Credit Agreement, or any
              other Loan Document and any and all rearrangements, renewals and
              extensions thereof, or any part thereof, or any amendments
              thereto, whether for principal, interest (including, without
              limitation, interest, fees and other charges that would accrue or
              become owing both prior to and subsequent to, and but for the
              commencement of, any proceeding against or with respect to the
              Borrower under any chapter of the Bankruptcy Code of 1978, as
              amended, 11 U.S.C ss. 101 et seq. (the "Bankruptcy Code") whether
              or not a claim is allowed for the same in any such proceeding),
              Guarantee obligations, premium, fees, commissions, expenses or
              otherwise (such obligations being "Obligations") and agrees to pay
              to the Co-Administrative Agent, any and all reasonable costs,
              expenses and charges (including, without limitation, fees and
              charges of external legal counsel and costs allocated by any
              internal legal department) incurred by the Co-Administrative
              Agent, the Administrative Agent and any of the Banks in the
              enforcement or collection of all or any part of the Obligations
              owed to the Co-Administrative Agent, the Administrative Agent and
              any of the Banks, whether such Obligations are direct, indirect,
              fixed, contingent, joint, several or joint and several, and of any
              rights under this Guarantee.

                     (ii) the Guarantor hereby unconditionally guarantees to
              Prudential the punctual payment of, and promises to pay to
              Prudential, when due, whether at stated maturity, by mandatory
              prepayment, by acceleration or otherwise,



                                     -126-
<PAGE>



              all obligations, indebtedness and liabilities of the Borrower to
              Prudential, now or hereafter arising from, by virtue of or
              pursuant to any of the Prudential Documents, and any and all
              rearrangements, renewals and extensions thereof, or any part
              thereof, or any amendments thereto, whether for principal,
              interest (including, without limitation, interest, fees and other
              charges that would accrue or become owing both prior to and
              subsequent to, and but for the commencement of, any proceeding
              against or with respect to the Borrower under any chapter of the
              Bankruptcy Code, whether or not a claim is allowed for the same in
              any such proceeding), Guarantee obligations, premium, fees,
              commissions, expenses or otherwise (such obligations also being
              "Obligations") and agrees to pay to Prudential any and all
              reasonable costs, expenses and charges (including, without
              limitation, fees and charges of external legal counsel and costs
              allocated by any internal legal department) incurred by Prudential
              in the enforcement or collection of all or any part of the
              Obligations owed to it, whether such Obligations are direct,
              indirect, fixed, contingent, joint, several or joint and several,
              and of any rights under this Guarantee.

              (b) In any action or proceeding involving the Bankruptcy Code, any
       state corporate law, or any bankruptcy, insolvency, reorganization or
       other law affecting the rights of creditors generally, if the obligations
       and liabilities of the Guarantor under this Guarantee would otherwise,
       after taking into account any rights the Guarantor may have to
       subrogation, reimbursement or contribution, be held or determined to be
       void, invalid, or unenforceable, or subordinated to the claims of any
       other creditors, on account of the amount of the Guarantor's liability
       under this Guarantee, then, notwithstanding any other provision hereof to
       the contrary, the amount of such liability shall, without any further
       action by the Guarantor, the Co-Administrative Agent, the Administrative
       Agent, any Bank, Prudential or any other Person, be automatically limited
       and reduced to the highest amount that is valid and enforceable and not
       subordinated to the claims of other creditors as determined in such
       action or proceeding.

       2. Guarantee Absolute. The Guarantor guarantees that the Obligations will
be paid strictly in accordance with the terms of the Amended Credit Agreement,
the other Loan Documents and the Prudential Documents, as the case may be,
regardless of any applicable law, rule, regulation, court order or decision
("Applicable Law"), now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any Bank, the Co-Administrative Agent, the
Administrative Agent or Prudential with respect thereto. The obligations and
liabilities of the Guarantor hereunder are independent of the obligations of the
Borrower under the Amended Credit Agreement, the Prudential Documents and any
Applicable Law. The liability of the Guarantor under this Guarantee shall be
absolute and unconditional irrespective of:

              (a) the taking or accepting of any security or other Guarantee for
       any or all of the Obligations, or any reduction or termination of any
       Commitment;



                                     -127-


<PAGE>




              (b) any increase, reduction or payment in full at any time or from
       time to time of any part of the Obligations;

              (c) any lack of validity or enforceability of the Amended Credit
       Agreement, any other Loan Document or the Prudential Documents, or any
       other agreement or instrument relating to any of them, including but not
       limited to the unenforceability of all or any part of the Obligations by
       reason of the fact that (i) any Obligations, and/or the interest paid or
       payable with respect thereto, exceeds the amount permitted by Applicable
       Law, (ii) the act of creating any of the Obligations, or any part
       thereof, is ultra vires, (iii) the officers creating same acted in excess
       of their authority, or (iv) for any other reason;

              (d) any lack of corporate power of the Borrower or any other
       Person at any time liable for the payment of any or all of the
       Obligations;

              (e) any insolvency, bankruptcy, reorganization, receivership or
       other proceeding under any applicable liquidation, conservatorship,
       bankruptcy, moratorium, arrangement, receivership, insolvency,
       reorganization, fraudulent transfer or similar laws from time to time in
       effect affecting the rights of creditors generally (collectively, "Debtor
       Relief Laws") involving the Borrower, the Guarantor or any other Person
       obligated on any of the Obligations;

              (f) any renewal, compromise, extension, acceleration or other
       change in the time, manner or place of payment of, or in any other term
       of, all or any of the Obligations; any adjustment, indulgence,
       forbearance, or compromise that may be granted or given by any Bank or
       Prudential to the Borrower, the Guarantor, or any Person at any time
       liable for the payment of any or all of the Obligations; or any other
       modification, amendment, or waiver of or any consent to departure from
       the Amended Credit Agreement, any other Loan Document or any of the
       Prudential Documents or any other agreement or instrument relating to any
       of them, without notification of the Guarantor (the right to such
       notification being herein specifically waived by the Guarantor);

              (g) any exchange, release, sale, subordination, compromise, or
       non-perfection of any collateral or Lien securing any of the Obligations
       or any part thereof, or any lack of validity or enforceability, change in
       priority, destruction, reduction, or loss or impairment of value of any
       such collateral or Lien;

              (h) any invalidity, release, amendment, compromise or waiver of,
       or consent to depart from, any other Guarantee for all or any of the
       Obligations;

              (i) the failure by any Bank, the Administrative Agent, the
       Co-Administrative Agent or Prudential to make any demand upon or to bring
       any legal, equitable, or other action against the Borrower or any other
       Person (including without limitation any other the Guarantor), or the
       failure or delay by Prudential, any



                                     -128-
<PAGE>



       Bank, the Co-Administrative Agent or the Administrative Agent to, or the
       manner in which Prudential, any Bank, the Co-Administrative Agent or the
       Administrative Agent shall, proceed to exhaust rights against any direct
       or indirect security for any of the Obligations;

              (j) the existence of any claim, defense, set-off, or other rights
       which the Borrower, the Guarantor or any other Person may have at any
       time against the Borrower, any Bank, the Administrative Agent, the
       Co-Administrative Agent, Prudential or the Guarantor, or any other
       Person, whether in connection with this Guarantee, the Loan Documents,
       the Prudential Documents, the transactions contemplated by any such
       document, or any other transaction;

              (k) any failure of Prudential, any Bank, the Co-Administrative
       Agent or the Administrative Agent to notify the Guarantor of any renewal,
       extension, or assignment of any Obligations or any part thereof, or of
       the non-perfection, compromise or release of any security, or of any
       other action taken or refrained from being taken by Prudential, any Bank,
       the Co-Administrative Agent or the Administrative Agent, it being
       understood that Prudential, the Banks, the Co-Administrative Agent and
       the Administrative Agent shall not be required to give the Guarantor any
       notice of any kind under any circumstances whatsoever with respect to or
       in connection with any of the Obligations;

              (l) any payment with respect to any of the Obligations by the
       Borrower or any other Person to Prudential, any Bank, the
       Co-Administrative Agent or the Administrative Agent being held to
       constitute a preference under any Debtor Relief Law or, for any other
       reason, Prudential, any Bank, the Co-Administrative Agent or the
       Administrative Agent being required to refund such payment or pay the
       amount thereof to another Person; or

              (m) any other circumstance (other than non-voidable payment in
       full) which might otherwise constitute a defense available to, or a
       discharge of, the Borrower, the Guarantor, any other Person liable on any
       of the Obligations, including without limitation any defense by reason of
       any disability or other defense of the Borrower, or the cessation from
       any cause whatsoever of the liability of the Borrower, or any claim that
       the Guarantor's obligations hereunder exceed or are more burdensome than
       those of the Borrower.

       This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any part of the Obligations is
rescinded or must otherwise be returned by Prudential, any Bank, the
Administrative Agent, the Co-Administrative Agent or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower, the Guarantor or
otherwise, all as though such payment had not been made.

       3.     Waiver. To the extent not prohibited by Applicable Law, the
Guarantor hereby waives: (a) promptness, protests, diligence, presentment,
acceptance,



                                     -129-



<PAGE>




performance, demands for performance, notices of nonperformance, notices of
protests, notices of dishonor, notices of acceptance of this Guarantee and of
the existence, creation or incurrence of new or additional indebtedness, and any
of the events described in Section 2 of this Guarantee and of any other
occurrence or matter with respect to any of the Obligations, this Guarantee or
any of the other Loan Documents or any of the Prudential Documents; (b) any
requirement that Prudential, any Bank, the Co-Administrative Agent or the
Administrative Agent protect, secure, perfect, or insure any Lien or security
interest or any property subject thereto or exhaust any right or take any action
against the Borrower or any other Person or any collateral or pursue any other
remedy in Prudential's, any Bank's, the Co-Administrative Agent's or the
Administrative Agent's power whatsoever; (c) any right to assert against
Prudential, any Bank, the Co-Administrative Agent or the Administrative Agent
as a counterclaim, set-off or cross-claim, any counterclaim, set-off or claim
which it may now or hereafter have against the Borrower or other Person liable
on any of the Obligations; (d) any right to seek or enforce any remedy or right
that Prudential, any Bank, the Co-Administrative Agent or the Administrative
Agent now has or may hereafter have against the Borrower or any other guarantor;
(e) any right to participate in any collateral or in any right benefitting
Prudential, the Banks, the Co-Administrative Agent or the Administrative Agent
in respect of any of the Obligations; and (f) any right by which it might be
entitled to require suit on an accrued right of action in respect of any of the
Obligations or require suit against the Borrower or any other Person.

       4.     Subrogation and Subordination.

              (a) Notwithstanding any reference to subrogation contained herein
       to the contrary, the Guarantor hereby agrees that, until the Obligations
       have been paid in full to Prudential, the Banks, the Co-Administrative
       Agent and the Administrative Agent, except as provided in Section 5.10 of
       the Amended Credit Agreement, the Guarantor shall not be entitled to
       enforce, pursue or exercise any claim or other rights which it may have
       or hereafter acquire against the Borrower or under any other Guarantee of
       any of the Obligations, that arise from the existence, payment,
       performance or enforcement of the Guarantor's obligations under this
       Guarantee, including, without limitation, any right of subrogation,
       reimbursement, exoneration, contribution, indemnification, any right to
       participate in any claim or remedy of Prudential, any Bank, the
       Co-Administrative Agent or the Administrative Agent against the Borrower
       or in any collateral which any of them now has or hereafter acquires,
       whether or not such claim, remedy or right arises in equity, or under
       contract, statute or common law, including without limitation, the right
       to take or receive from the Borrower, directly or indirectly, in cash or
       other property or by set-off or in any other manner, payment or security
       on account of such claim or other rights. If any amount shall be paid to
       the Guarantor in violation of the preceding sentence and all of the
       Obligations shall not have been paid in full, such amount shall be deemed
       to have been paid to the Guarantor for the benefit of, and held in trust
       for the benefit of, Prudential, the Banks, the Co-Administrative Agent
       and the Administrative Agent, and shall forthwith be paid to the
       Co-Administrative Agent and



                                     -130-
<PAGE>



       Prudential, in the proportions provided for in this Guarantee, to be
       credited and applied upon the Obligations, whether matured or unmatured,
       in accordance with the terms of the Amended Credit Agreement and the
       Prudential Documents, as the case may be.

              (b) If the Guarantor becomes the holder of any indebtedness
       payable by the Borrower, the Guarantor hereby subordinates all
       indebtedness owing to it from the Borrower to all Obligations of the
       Borrower to Prudential, any Bank, the Co-Administrative Agent or the
       Administrative Agent, to the extent that upon the occurrence and
       continuance of a Default or an Event of Default, as such terms are
       defined in either the Amended Credit Agreement or the Prudential
       Documents, and upon receipt of demand from either Prudential or the
       Co-Administrative Agent, it shall not accept any payment on the same
       until payment in full of all Obligations, and shall in no circumstance
       whatever attempt to set-off or reduce any obligations hereunder because
       of such indebtedness. If any amount shall nevertheless be paid to the
       Guarantor by the Borrower prior to payment in full of all Obligations,
       such amount shall be held in trust for the benefit of Prudential, the
       Banks, the Co-Administrative Agent and the Administrative Agent and
       shall forthwith be paid to the Co-Administrative Agent and Prudential, in
       the proportions provided for in this Guarantee, to be credited and
       applied to the Obligations, whether matured or unmatured.

       5.     Representations and Warranties. The Guarantor hereby represents
and warrants to Prudential, the Banks, the Co-Administrative Agent and the
Administrative Agent as follows:

              (a) The execution, delivery and performance by it of this
       Guarantee have been duly authorized by all necessary corporate action and
       do not and will not contravene its bylaws or its articles of
       incorporation.

              (b) The execution, delivery and performance by it of this
       Guarantee do not and will not contravene any Applicable Law or any
       contractual restriction binding on or affecting it or any of its
       properties, and do not and will not result in or require the creation of
       any Lien, security interest or other charge or encumbrance upon or with
       respect to any of its properties except as may be created by this
       Guarantee.

              (c) No authorization or approval or other action by, and no notice
       to or filing with, any Person or entity not otherwise obtained is
       required for the due execution, delivery and performance by it of this
       Guarantee.

              (d) This Guarantee is a legal, valid and binding obligation of the
       Guarantor, enforceable against the Guarantor, in accordance with its
       terms.




                                     -131-
<PAGE>



              (e) There is no action, suit or proceeding pending or, to the
       knowledge of the Guarantor, threatened against or otherwise affecting it
       before any Governmental Authority or arbitrator which would prohibit the
       execution, delivery and performance by it of this Guarantee.

              (f) The statements set forth in Recitals R4 through R[8][9] of
       this Guarantee are correct in all respects.

              (g) The Guarantor and the Borrower are separately [INCORPORATED]
       [ORGANIZED] entities that operate independently from each other. The
       Guarantor utilizes certain accounting, cash management, management and
       other operational and organizational functions of the Borrower for
       operational and organizational efficiency, as well as to assist in the
       preparation of tax returns on a consolidated basis. In the event these
       functions were no longer provided to the Guarantor by the Borrower, the
       Guarantor would need to make the necessary adjustments in its operations
       and organizational functions, in order to replace such functions. [THE
       MAJORITY OF THE PURCHASING FUNCTIONS OF THE GUARANTOR ARE HANDLED BY THE
       BORROWER, ALTHOUGH SOME OF THESE FUNCTIONS MAY BE OCCASIONALLY SHARED FOR
       EFFICIENCY OR AS SPECIAL CIRCUMSTANCES WARRANT.] [GUARANTOR DEPENDS ON
       BUSINESS DONE WITH THE BORROWER FOR A SUBSTANTIAL PORTION OF ITS
       REVENUE.]

       6. Covenants. The Guarantor hereby expressly assumes, confirms, and
agrees to perform, observe, and be bound by all conditions and covenants set
forth in the Amended Credit Agreement and the Prudential Documents, to the
extent applicable to it as a Guarantor or as a Wholly-Owned Subsidiary, as if it
were a signatory thereto as a Guarantor. The Guarantor further covenants and
agrees (a) punctually and properly to perform all of the Guarantor's covenants
and duties under any other Loan Documents; (b) from time to time promptly to
furnish Prudential and the Co-Administrative Agent with any information or
writings which Prudential or the Co-Administrative Agent may reasonably request
concerning this Guarantee; and (c) promptly to notify Prudential and the
Co-Administrative Agent of any claim, action, or proceeding affecting this
Guarantee.

       7. Amendments, etc. No amendment or waiver of any provision of this
Guarantee nor consent to any departure by the Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by Prudential
and by the Co-Administrative Agent, with the consent of the Required Lenders;
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

       8. Addresses for Notices. Unless otherwise provided herein, all notices,
requests, consents and demands shall be in writing and shall be delivered by
hand or overnight courier service, mailed or sent by telecopy to the address
specified on the signature page hereof, in the case of the Guarantor, or in the
Amended Credit Agreement, in the case of the Co-Administrative Agent, or in the
Prudential Documents, in the case of Prudential or, as to any such party, to
such other addresses as may be designated by it




                                     -132-
<PAGE>




in written notice to the other. All notices, requests, consents and demands
hereunder shall be deemed to have been given on the date of receipt if delivered
by hand or overnight courier service or sent by fax, or if mailed, effective on
the earlier of actual receipt or three (3) days after being mailed by certified
mail, return receipt requested, postage prepaid, addressed as aforesaid.

       9. No Waiver; Remedies. No failure on the part of Prudential, the
Co-Administrative Agent, the Administrative Agent or any Bank to exercise, and
no delay in exercising, any right hereunder or under any of the Loan Documents
or the Prudential Documents, as the case may be, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder or
under any of the Loan Documents or the Prudential Documents, as the case may be,
preclude any other or further exercise thereof or the exercise of any other
right. Neither Prudential, the Co-Administrative Agent, the Administrative Agent
nor any Bank shall be required to (a) prosecute collection or seek to enforce or
resort to any remedies against the Borrower or any other Person liable on any of
the Obligations, (b) join the Borrower or any other Person liable on any of the
Obligations in any action in which Prudential, the Administrative Agent, the
Co-Administrative Agent or any Bank prosecutes collection or seeks to enforce or
resort to any remedies against the Borrower or other Person liable on any of the
Obligations, or (c) seek to enforce or resort to any remedies with respect to
any Liens granted to (or benefitting, directly or indirectly) Prudential, the
Administrative Agent, the Co-Administrative Agent or any Bank by the Borrower or
any other Person liable on any of the Obligations. Neither Prudential, the
Administrative Agent, the Co-Administrative Agent nor any Bank shall have any
obligation to protect, secure or insure any of the Liens or the properties or
interests in properties subject thereto. The remedies herein provided are
cumulative and not exclusive of any remedies provided by Applicable Law.

       10. Right of Set-Off. Upon the occurrence and during the continuance of
any Event of Default, each of Prudential, each Bank, the Co-Administrative Agent
and the Administrative Agent is hereby authorized at any time and from time to
time, to the fullest extent permitted by Applicable 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 indebtedness at any time owing by it to or for the
credit or the account of the Guarantor against any and all of the obligations of
the Guarantor to it now or hereafter existing under this Guarantee, irrespective
of whether or not the Co-Administrative Agent or Prudential shall have made any
demand under this Guarantee. Upon the exercise of any such right of set-off,
each Bank, the Administrative Agent, the Co-Administrative Agent or Prudential
so exercising such set-off right shall be deemed to agree promptly to notify the
Guarantor after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Bank, the Administrative Agent, the Co-Administrative Agent
and Prudential under this Section 10 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which it may
have.

       11. Continuing Guarantee; Transfer of Obligations. This Guarantee is an
irrevocable continuing guarantee of payment and not of collection, and shall
(a) remain in





                                     -133-
<PAGE>




full force and effect until final payment in full of all Obligations and all
other amounts payable under this Guarantee, (b) be binding upon the Guarantor,
its successors, and assigns, and (c) inure to the benefit of and be enforceable
by (i) the Co-Administrative Agent, its Related Parties and its successors,
assigns and replacements as Co-Administrative Agent under the Amended Credit
Agreement, acting on behalf of itself, as Co-Administrative Agent, and on behalf
of each Bank and its respective Related Parties, successors, transferees and
assigns and (ii) Prudential and its Related Parties, successors transferees and
assigns. Without limiting the generality of the foregoing clause (c), to the
extent permitted by

              (i) the Amended Credit Agreement, each Bank, the Co-Administrative
Agent and the Administrative Agent may assign or otherwise transfer its rights
under the Amended Credit Agreement or any of the other Loan Documents, or any
interest therein, to any other Person; and such other Person shall thereupon
become vested with all the rights or any interest herein, as appropriate, in
respect hereof granted to the Co-Administrative Agent on behalf of itself, as
Co-Administrative Agent, and as agent for the Banks; and

              (ii) the Prudential Documents, Prudential may assign or otherwise
transfer its rights under any Prudential Document, or any interest therein, to
any other Person; and such other Person shall thereupon be vested with all
rights or any interest herein, as appropriate in respect hereof granted to
Prudential.

       12. Information. The Guarantor acknowledges and agrees that it shall have
the sole responsibility for obtaining from the Borrower such information
concerning the Borrower's financial condition or business operations as the
Guarantor may require, and that neither Prudential, the Administrative Agent,
the Co-Administrative Agent nor any Bank has any duty at any time to disclose to
the Guarantor any information relating to the business, operations or financial
conditions of the Borrower.

       13. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ANY
CONFLICTS OF LAWS PRINCIPLES.

       14. Jurisdiction and Venue. In the event that Prudential or the
Co-Administrative Agent commences any legal proceeding before any court in
connection with the enforcement of, or collection of any amount due under, this
Guarantee, or if the Guarantor commences any legal proceeding before any court
in connection with this Guarantee, the Guarantor and Prudential, on the one
hand, and the Guarantor and the Co-Administrative Agent, on behalf of itself and
as agent for the Banks, on the other, each consents that (a) the courts of the
State of Tennessee, sitting in Shelby County and/or the United States District
Court of the Western District of Tennessee, sitting in Memphis, Tennessee, shall
have jurisdiction over all parties and over any such proceedings; and (b) the
venue of any



                                     -134-
<PAGE>




such action shall be in Shelby County, Tennessee and/or the United States
District Court for the Western District of Tennessee, located in Memphis,
Tennessee.

       15. WAIVER OF JURY TRIAL. THE GUARANTOR, PRUDENTIAL AND THE
CO-ADMINISTRATIVE AGENT HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND
INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE
OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT
TO THE CO-ADMINISTRATIVE AGENT AND EACH BANK ENTERING INTO THE AMENDED CREDIT
AGREEMENT AND TO PRUDENTIAL ENTERING INTO THE RESTATED NOTE AGREEMENT.

       16. Guarantor Insolvency. Should the Guarantor become insolvent, fail to
pay its debts generally as they become due, voluntarily seek, consent to, or
acquiesce in the benefits of any Debtor Relief Law or become a party to or be
made the subject (other than as a creditor or claimant) of any proceeding
provided for by any Debtor Relief Law that is not dismissed in 60 days that
could suspend or otherwise adversely affect the rights of the Co-Administrative
Agent or Prudential granted hereunder, then the obligations of the Guarantor
under this Guarantee shall be, as between the Guarantor and the
Co-Administrative Agent, on the one hand, and between the Guarantor and
Prudential, on the other, the fully-matured, due and payable obligation of the
Guarantor to the Co-Administrative Agent and Prudential, as the case may be,
(without regard to whether the Borrower is then in Default under the Amended
Credit Agreement, or any of the Prudential Documents or whether any part of the
Obligations are then due and owing by the Borrower), payable in full by the
Guarantor to the Co-Administrative Agent and Prudential, as the case may be,
upon demand, which shall be the amount then owing in respect of the Obligations
owed to each.

       17. ENTIRE AGREEMENT. THIS GUARANTEE REPRESENTS THE FINAL AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

       18. Separate Enforcement. Each of Prudential and the Co-Administrative
Agent, acting on behalf of itself and as agent for the Banks, respectively,
shall have the right to exercise and enforce only its rights under this
Guarantee. Neither the Co-Administrative Agent nor Prudential shall have either
the right or the obligation to act as the agent of the other or to exercise or
enforce any rights hereunder on behalf of the other.

       19. Sharing. (a) Each payment or other recovery under this Guarantee
shall belong to each of Prudential and the Banks, in accordance with their
respective "Proportionate Shares", as defined below. If Prudential or any Bank
shall obtain any payment or other recovery (whether voluntary, involuntary, by
application of set-off or





                                     -135-
<PAGE>




otherwise) on account of this Guarantee in excess of its Proportionate Share of
all payments then or thereafter obtained by Prudential and all Banks with
respect to this Guarantee, then such party shall purchase from the other parties
such participation in the indebtedness of the Guarantor under this Guarantee as
shall be necessary to cause such purchasing party to share such payment or other
recovery ratably, based on all Proportionate Shares, with all of the selling
parties; provided, however, that if all or any portion of such payment or other
recovery is thereafter recovered from such purchasing party, the purchase price
shall be rescinded, and each selling party shall repay to the purchasing party
the purchase price, to the ratable extent of such recovery in proportion to the
amount received by such selling party, together with an amount equal to such
selling party's ratable share (according to the proportion of (x) the amount of
such selling party's required repayment to the purchasing party to (y) the total
amounts recovered from the purchasing party) of any interest or other amount
paid or payable by the purchasing party in respect of the total amount so
recovered.

       (b) The term "Proportionate Share", as used herein, shall mean at any
time, for each party a fraction (a) the numerator of which is the aggregate
principal amount of the Obligations held by such party at such time and (b) the
denominator of which is the aggregate principal amount of the Obligations held
by all parties at such time.

       IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

Address for the Guarantor:


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

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

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







                                     -136-







<PAGE>




                                   EXHIBIT 4.6

                     GUARANTORS' CONSENT AND ACKNOWLEDGMENT


The Chase Manhattan Bank,                                        October -, 2001
as Co-Administrative Agent for the Lenders,
and to each of the Lenders and
other parties referred to below
One Chase Square, 9th Floor
Rochester, New York 14643

Ladies and Gentlemen:

       Reference is made to an Amended and Restated Credit Agreement dated as of
January 5, 2001 among TBC Corporation, First Tennessee Bank National
Association, individually and as Administrative Agent, The Chase Manhattan Bank,
individually and as Co-Administrative Agent, and the other parties thereto, as
amended by Amendment No. 1 thereto dated as of April 20, 2001 and Amendment No.
2 dated as of October -, 2001 ("Amendment No. 2") (as so amended, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein as so
defined.

       Each of the undersigned is a Guarantor pursuant to a Guarantee dated as
of January 5, 2001 (each a "Guarantee").

       This letter will serve as each of the undersigned's consent to the
execution, delivery and performance of Amendment No. 2, as its reaffirmation of
its Guarantee and as its agreement that its Guarantee remains in full force and
effect in accordance with its terms with respect to the Credit Agreement, as
amended by Amendment No. 2.

                                                Big O Development, Inc.


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



                                                Big O Retail Enterprises, Inc.


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



                                     -137-
<PAGE>





                                                Big O Tire of Idaho, Inc.


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



                                                Big O Tires, Inc.


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



                                                Carroll's, Inc.


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



                                                Northern States Tire, Inc.


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



                                                O Advertising, Inc.


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





                                     -138-

<PAGE>



                                                TBC Retail Enterprises, Inc.


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



                                                TBC International Inc.


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



                                                Tire Kingdom, Inc.


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









                                     -139-