EXHIBIT 4.7


                THIRD AMENDMENT TO LONG TERM CREDIT AGREEMENT AND
                FOURTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT


                   THIS THIRD AMENDMENT TO LONG TERM CREDIT AGREEMENT and
   FOURTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT (the "Amendment") is
   entered into this the  17  day of December, 1997, by and among TBC
   CORPORATION ("Borrower"),  FIRST TENNESSEE BANK NATIONAL ASSOCIATION as
   administrative agent ("Administrative Agent") for itself as Lender and the
   other undersigned Lenders, FIRST NATIONAL BANK OF CHICAGO and SUNTRUST
   BANK, NASHVILLE, N.A. (each a "Lender").

                              W I T N E S S E T H:

                   WHEREAS, the Borrower, the Administrative Agent and the
   Lenders are each a party to the Short Term Credit Agreement and the Long
   Term Credit Agreement each dated September 25, 1996 and each as previously
   amended (each a "Credit Agreement" and collectively the "Credit
   Agreements"); and

                   WHEREAS, the parties hereto have agreed to amend the
   Credit Agreements on the terms and conditions hereinafter set out.

                   NOW, THEREFORE, for valuable consideration the receipt of
   which is hereby acknowledged, the parties agree as follows:

                   1.  Capitalized terms used herein but not otherwise
   defined shall have the meaning set forth in the Credit Agreements.

                   2.  Section 6.17 of each Credit Agreement is amended as
   follows:

                       (a) Subsection (iv) is hereby amended by deleting
                   "10%" and inserting in lieu thereof "20%".

                       (b) Subsection (vii) is hereby amended by deleting
                   "$3,000,000" and inserting in lieu thereof "$8,000,000."

                   3.  Section 6.21 of each Credit Agreement is amended by
   deleting "$10,000,000" and inserting in lieu thereof "$15,000,000."

                   4.  Section 6.23 of each Credit Agreement is deleted in
   its entirety and the following new Section 6.23 inserted in lieu thereof:






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                       "Section 6.23 Minimum Working Capital.  Borrower will
                   maintain working capital (calculated as current assets
                   less current liabilities, each determined in accordance
                   with GAAP) of at least $40,000,000, such amount to be
                   determined quarterly.

                   5.  In all other respects each Credit Agreement is
   ratified and remains in full force and effect.

                   6.  This Amendment may be executed in any number of
   counterparts by the parties hereto, each of which shall then be deemed to
   be an original and all of which taken together shall constitute one and
   the same agreement.



































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                   IN WITNESS WHEREOF, the undersigned duly authorized
   officers have executed this Amendment on behalf of the parties on this the
   17 day of December, 1997.


                                             FIRST TENNESSEE BANK NATIONAL
                                             ASSOCIATION, as Administrative
                                             Agent and Lender


                                             By: /s/ T. J. Miller             

                                             Title: National Account Officer  



                                             SUNTRUST BANK, NASHVILLE, N.A.


                                             By: /s/ Anneliese H. Tyler       

                                             Title: Vice President            



                                             THE FIRST NATIONAL BANK OF CHICAGO


                                             By: /s/ Curtis Price             

                                             Title:  As Agent                 



                                             TBC CORPORATION


                                             By: /s/ Ronald E. McCollough     

                                             Title: Senior Vice President     
                                                    Operations & Treasurer    
                                                             
                                                                BORROWER













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