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                                                                     EXHIBIT 4.7
                                                                  CONFORMED COPY

                             INTERCREDITOR AGREEMENT

         INTERCREDITOR AGREEMENT, dated as of March 31, 2003 among The
Prudential Insurance Company of America (together with any transferee, successor
or assign "PICA"), each affiliate, managed account or fund of PICA party hereto
(together with any of their transferees, successors or assigns, the "Prudential
Affiliates"; and, together with PICA, "Prudential"), each bank a party to the
Credit Agreement on the date hereof (collectively, including the Swingline
Lender and any Issuing Bank, and with such other banks that may from time to
time be parties to the Credit Agreement, referred to as the "Banks"), the
Administrative Agent and the Co-Administrative Agent from time to time under the
Credit Agreement (respectively the "Administrative Agent" and the
"Co-Administrative Agent") and JPMorgan Chase Bank, as Collateral Agent under
Security Documents in such capacity; together with its successors in such
capacity, the "Collateral Agent").

                                    RECITALS

         R1.      TBC CORPORATION, a Delaware corporation (the "Company"), and
the Banks have entered into the Credit Agreement, dated as of the date hereof
(as it may be amended, modified, supplemented, refinanced or replaced from time
to time the "Credit Agreement"), pursuant to which, among other things, the
Banks agreed to make certain loans to the Company;

         R2.      The Company and PICA entered into a certain Second Amended and
Restated Note Agreement, dated as of April 1, 2003, (as it may hereafter be
amended, modified, supplemented, refinanced or replaced from time to time, the
"Existing Note Agreement"), to govern the terms of the following notes which the
Company originally issued and PICA purchased on July 10, 1996: (a) 8.30% Series
A Senior Notes due July 10, 2003 (the "Series A Notes"), (b) 8.62% Series B
Senior Notes due July 10, 2005 (the "Series B Notes"), (c) 8.81% Series C Senior
Notes due July 10, 2008 (the "Series C Notes;" and together with the Series A
Notes and the Series B Notes, as such notes have been amended to date, and as
further amended, modified, supplemented, refinanced or replaced from time to
time, collectively, the "Existing Senior Notes"). The Borrower has requested
that PICA consent to Borrower's execution of the Credit Agreement, which consent
is required under the Existing Note Agreement. The Company and Prudential
entered into a certain Note Purchase Agreement, dated as of April 1, 2003 (as it
may hereafter be amended, modified, supplemented, refinanced or replaced from
time to time, the "Additional Note Agreement;" and together with the Existing
Note Agreement, the "Note Agreements") pursuant to which the Company issued on
the date hereof its Series D Variable Rate Senior Notes due April 16, 2009 (as
amended, modified, supplemented, refinanced or replaced from time to time, the
"Additional Senior Notes", and together with the Existing Senior Notes,
collectively, the "Senior Notes").

         R3.      The Bank Obligations and the Note Obligations are guaranteed,
to the extent provided therein, pursuant to the Guarantee and Collateral
Agreement executed by all subsidiaries of the Company including, without
limitation, Big O Tires, Inc., Carroll's, Inc., Big O Development, Inc., Big O
Tire of Idaho, Inc., TBC International Inc., TBC Retail Enterprises,

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Inc. and Tire Kingdom, Inc. (each a "Guarantor"), as it may from time to time by
amended, modified, supplemented or replaced (the "Guarantee and Collateral
Agreement").

         R4.      Each of the Guarantors and the Company has executed in favor
of the Collateral Agent, as collateral agent for the Secured Parties (as defined
in Recital R5) the Guarantee and Collateral Agreement securing the Obligations
thereunder; and the Company has executed in favor of the Collateral Agent a
mortgage securing the Obligations, which mortgage encumbers real property owned
by the Company and located in Memphis, Tennessee (the "Mortgage").

         R5.      Prudential and the Banks (sometimes collectively referred to
herein as the "Secured Parties", and individually referred to as a "Secured
Party") desire to set forth certain additional provisions regarding the Secured
Obligations,

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. APPOINTMENT, POWER AND AUTHORITY OF COLLATERAL AGENT.

         (a)      Each Secured Party hereby appoints and authorizes the
Collateral Agent to act as its agent for the purposes of enforcing such Secured
Party's rights under the Security Documents, including its rights in respect of
the Collateral.

         (b)      The Collateral Agent (i) agrees to make such demands and give
such notices under the Security Documents as may be requested by, and to take
such action to enforce the Security Documents and to foreclose upon, collect and
dispose of the Collateral or any portion thereof (a "Foreclosure Action") as may
be directed by, the Majority Lenders, but not otherwise, and (ii) agrees to make
the requests referred to in Section 5.6, 5.8 and 5.9 of the Note Agreements if
so instructed in writing by the Special Majority Noteholders and not to make any
determination that any documents delivered pursuant to such Sections are
reasonably satisfactory without the written consent of the Special Majority
Noteholders; provided, however, (i) that the Collateral Agent shall not be
required to take any action that is in its opinion contrary to law or to the
terms of this Agreement or the Security Documents or which would in its
reasonable opinion subject it or its officers, employees or directors to
liability, and (ii) the Collateral Agent shall not be required to take any
action under this Agreement or the Security Documents unless and until the
Collateral Agent shall receive further assurances (which may include cash
collateral) of the Secured Parties' obligations under Section 5(c) hereof that
it will be indemnified to its satisfaction, in the exercise of its reasonable
judgment, by the Secured Parties against any and all loss, cost, expense or
liability in connection therewith other than any such loss, cost., expense or
liability arising out of the Collateral Agent's gross negligence or willful
misconduct.

         (c)      The Collateral Agent may at any time request written
directions from the Secured Parties as to any course of action or other matter
relating to the performance of its duties under this Agreement and the Security
Documents and the Secured Parties will promptly comply with any such request. In
each instance in which such written directions are requested, the Collateral
Agent shall, subject to the other provisions of this Agreement, be required to
take any such action or perform any such duties only if so directed by the
Majority Lenders and shall have the right to decline to take such action or to
perform such duties unless so directed.

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         (d)      The Collateral Agent shall have such powers as are
specifically delegated to the Collateral Agent by the terms of this Agreement
and of the Security Documents, together with such other powers as are reasonably
incidental thereto.

         SECTION 2. APPLICATION OF PROCEEDS OF COLLATERAL, ETC.

         (a)      Trigger Date Adjustments. If, upon any Trigger Date, the
Prudential Percentage is more than the Prudential Percentage as of the
applicable Determination Date (whether by reason of prepayments of, setoffs with
respect to, the application of Proceeds of the disposition of any Collateral to,
or any other payment (other than a regularly scheduled payment) whatsoever of,
Bank Term Obligations), Prudential shall be entitled to a distribution priority
under Section 2(d) until the Prudential Percentage (after giving effect to the
last such priority distribution) is equal to the Prudential Percentage as of
such Determination Date, whether by reason of such priority distributions,
participation purchases pursuant to Section 2(b) below or otherwise. If, upon
any Trigger Date, the Bank Term Percentage is more than the Bank Term Percentage
as of the applicable Determination Date (whether by reason of prepayments of,
setoffs with respect to, the application of proceeds of the disposition of any
Collateral to, or any other payment (other than a regularly scheduled payment)
whatsoever of, Note Obligations), the Banks shall be entitled to a distribution
priority under Section 2(d) until the Bank Term Percentage (after giving effect
to the last such priority distribution) is equal to the Bank Term Percentage as
of such Determination Date, whether by reason of such priority distributions,
participation purchases pursuant to Section 2(b) below or otherwise. No party
claiming a distribution priority under this Section 2(a) shall be entitled
thereto until it notifies the Collateral Agent and each other party hereto of
such claim, including with such notice a reasonably detailed computation of the
amount of such claim and a description of the circumstances on which it is
based.

         (b)      Purchases. If, sixty (60) days after a Trigger Date (the "Bank
Purchase Date"), the Prudential Percentage as of such date exceeds the
Prudential Percentage determined as of the applicable Determination Date, the
Banks shall be obligated to purchase a participation in the Note Obligations
(ratably as to both the Existing Senior Notes and the Additional Senior Notes in
accordance with the respective principal amounts of such Senior Notes) in an
amount sufficient so that, after giving effect thereto, the Prudential
Percentage, as of the Bank Purchase Date, and after giving effect to the Banks'
purchase, is equal to the Prudential Percentage as of the applicable
Determination Date. If, sixty (60) days after a Trigger Date (the "Prudential
Purchase Date"), the Bank Term Percentage exceeds the Bank Term Percentage
determined as of the applicable Determination Date, Prudential shall be
obligated to purchase a participation in the Bank Term Obligations in an amount
sufficient so that, after giving effect thereto, the Bank Term Percentage, as of
the Prudential Purchase Date and after giving effect to Prudential's purchase,
is equal to the Bank Term Percentage as of the applicable Determination Date.

         (c)      Nature of Obligations

                  (i)      Notwithstanding that Prudential shall purchase a
         participation in the Bank Term Obligations hereunder, (A) Prudential
         shall not be entitled to vote on any matter arising under the Credit
         Agreement, and (B) Prudential shall not be liable in respect of, or
         required to perform, any obligations of the Banks under the Credit
         Agreement (including,

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         without limitation, advancing any funds pursuant to any request by the
         Company to fund a loan); provided, however, that, with respect to the
         participation so purchased, Prudential shall be entitled to share in
         any payment in respect of the Bank Term Loans pari passu with the
         Banks.

                  (ii)     Notwithstanding that the Banks shall purchase a
         participation in the Note Obligations hereunder, (A) none of the Banks
         shall be entitled to vote on any matter arising under the Note
         Agreements, and (B) none of the Banks shall be liable in respect of, or
         required to perform, any of Prudential's obligations under the Note
         Agreements; provided, however, that, with respect to the participation
         so purchased, the Banks shall be entitled to share in any payment in
         respect of the Note Obligations (without regard to participations in
         the Bank Term Obligations) pari passu with Prudential.

         (d)      Any and all amounts actually received by any Secured Party, or
by the Collateral Agent on behalf of the Secured Parties, for application
against Term Obligations, at any time on or after the occurrence of a Trigger
Date shall be applied and distributed as follows:

                  (i)      First, to the payment of all reasonable out-of-pocket
         costs and expenses (including attorneys fees and disbursements)
         incurred by the Collateral Agent or by any Secured Party which shall
         have notified, with reasonable specificity, the Collateral Agent and
         the other Secured Parties of such costs and expenses, including all
         amounts against or for which the Collateral Agent is to be indemnified
         or reimbursed hereunder by the Secured Parties;

                  (ii)     Second, subject to Section 2(f) below, to Prudential
         or the Banks, as applicable, in accordance with Section 2(a);

                  (iii)    (iii) Third, pursuant to Section 2(e).

For purposes of this Section 2(d), the amounts received for application against
Term Obligations shall be (x) the Term Percentage of Proceeds and setoffs, and
(xx) the amount of any prepayments and other payments (other than regularly
scheduled payments) applied or to be applied by the Secured Parties to any of
the Term Obligations.

         (e)      Subject to Section 2(d), any and all amounts or proceeds
actually received by the Collateral Agent or any Secured Party pursuant to or in
connection with the enforcement of the Security Documents (whether pursuant to a
Bankruptcy Proceeding or otherwise), including any Sharing Payment and the
proceeds of any collection, sale or transfer or other disposition of any of the
Collateral or any portion thereof, but excluding any required prepayment
pursuant to Section 2.10(c) of the Credit Agreement or any substantially similar
provision in the Note Agreements, (collectively, the "Proceeds"), shall be
applied and distributed as follows:

         (i) First, to the payment of all reasonable out-of-pocket costs and
         expenses (including attorneys fees and disbursements) incurred by the
         Collateral Agent or by any Secured Party which shall have notified,
         with reasonable specificity, the Collateral Agent and the other Secured
         Parties of such costs and expenses, including all amounts against or
         for which the Collateral Agent is to be indemnified or reimbursed
         hereunder by the Secured Parties;

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         (ii) Second, subject to Section 2(f), to the Secured Parties pro rata
         in proportion to each Secured Party's Percentage Interest (computed in
         accordance with the Current Balance Certificates then in effect) in the
         Obligations (regardless of whether or not the maturity of any such
         Secured Party's Obligations shall have been accelerated) until all
         amounts owing in respect of the Note Obligations and the Bank
         Obligations are paid in full, provided that any such distribution on
         account of contingent obligations in respect of outstanding Letters of
         Credit shall be held and invested by the Collateral Agent solely for
         the benefit of the Secured Parties entitled thereto and shall
         thereafter be distributed to such Secured Parties to the extent that
         any such contingent obligations shall become actual (or, to the extent
         any such contingent obligations are extinguished prior to becoming
         actual, such distribution shall then be redistributed in accordance
         with this Section 2(e)); and

         (iii) Third, the balance, if any, to any such Person as shall be
         entitled thereto.

         (f)      Non-cash Proceeds and Proceeds which, due to a restraining
order or otherwise, are not permitted to be applied to the Secured Obligations,
or because the Collateral Agent or the receiving Secured Party determined it to
be impracticable to divide and apply any such non-cash Proceeds to the payment
of any of the Secured Obligations owed to the Secured Party (herein referred to
as "Non-available Proceeds") shall be held by the Collateral Agent or, as the
case may be, the Secured Party so receiving such Non-available Proceeds, as
agent for the Secured Parties. At such time as such Non-available Proceeds are
later converted to cash or such Non-available Proceeds are later permitted to be
applied, or later become practical to divide and may otherwise be applied,
against any of the Obligations then such Non-available Proceeds shall promptly
be divided and paid at such time in accordance with the terms of this Agreement.

         (g)      Prior to each distribution of Proceeds pursuant to Section
2(e), the Collateral Agent shall request an updated Current Balance Certificate
from each Secured Party. The Collateral Agent shall distribute all Proceeds,
other than Non-available Proceeds, to the Secured Parties pursuant to Section
2(e) above as soon as possible after it has in its possession such a Current
Balance Certificate from each Secured Party, setting forth the amount of such
Secured Party's Bank Obligations or Note Obligations, as the case may be. Prior
to making any distribution under Section 2(d) or (e), the Collateral Agent may
apply such Proceeds pursuant to Section 2(d)(i) or (e)(i) above, with respect to
any out-of-pocket costs and expenses of the Collateral Agent or any Secured
Party whose amount is then known, and may retain as a reserve such portion of
such Proceeds as it may reasonably determine is sufficient to cover such costs
and expenses incurred by the Collateral Agent whose amount has not yet been
determined. As soon as it determines that any portion of such Proceeds are no
longer required to be held in such reserve, the Collateral Agent shall
distribute the same to the Secured Parties pursuant to Section 2(d), if
applicable, or pursuant to Section 2(e)(i) based on then effective Current
Balance Certificates from all Secured Parties. Any costs and expenses payable
pursuant to Section 2(d)(i) or (e)(i) to any Secured Party, of which the
Collateral Agent shall not have been notified as of the time of any disbursement
of Proceeds, shall not be payable from such Proceeds. The failure of the
Collateral Agent to deduct from such Proceeds costs and expenses payable
pursuant to such Section prior to the disbursement of any such Proceeds (i)
shall not affect the right of the Collateral Agent to be reimbursed therefor by
the Company and to be indemnified with respect thereto pursuant to Section 5(c)
below and (ii) shall not render the Collateral Agent liable to any

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Secured Party claiming all or a portion thereof pursuant to Section 2(d) or (e)
above. At the time of each disbursement of Proceeds or other amounts described
herein, the Collateral Agent shall forward to each Secured Party a statement (x)
describing the total amount of such Proceeds or other amounts received, (y) if
applicable, the Percentage Interest of each Secured Party pursuant to which such
Secured Party's share was determined, (z) any distribution priority under
Section 2(a) affecting such distribution, (xx) the amount distributed to each
Secured Party; and (yy) the amount of costs and expenses deducted by the
Collateral Agent, the amount of reserve for such costs and expenses retained by
the Collateral Agent, and the amount of any Secured Party's costs and expenses
to which such Proceeds or other amounts were applied.

         (h)      Each Secured Party agrees that any sums and amounts received
by such Secured Party pursuant to this Section shall be applied to the payment
of such Secured Obligations held by such Secured Party as shall be determined by
such Secured Party in its sole discretion, subject to the provisions of this
Agreement regarding Term Obligations and to any provisions of any other
agreement affecting such application.

         (i)      Each Secured Party agrees not to take any action whatsoever to
enforce any term or provision of the Security Documents or to enforce any of its
rights in respect of the Collateral, except through, or pursuant to the
direction of, the Collateral Agent pursuant to this Agreement.

         SECTION 3. INFORMATION.

         (a)      The Collateral Agent shall promptly notify each Secured Party
in the event it shall receive, in its capacity as Collateral Agent, (i) any
notice or declaration of an Event of Default or certificate rescinding a notice
or declaration of an Event of Default or any request by any party hereto for any
consent, waiver or amendment with respect hereto or the Note Agreements, the
Senior Notes, the Bank Agreements, or any Security Document or (ii) any
Proceeds.

         (b)      Each Secured Party agrees that, in the event the Collateral
Agent notifies such Secured Party that it has received any Proceeds or that it
desires or is required to determine either such Secured Party's Percentage
Interest or the Majority Lenders, such Secured Party will promptly notify the
Collateral Agent in writing pursuant to a certificate of a duly authorized
officer of such Secured Party (a "Current Balance Certificate") of the aggregate
amount of the Note Obligations or Bank Obligations, as the case may be, owing to
such Secured Party as of the date of such certificate, and the amount of any
Bank's unused commitment to lend. The Collateral Agent shall be entitled to rely
on the information set forth in the most recently received Current Balance
Certificate of each Secured Party for a period of 21 days following receipt
thereof by the Collateral Agent.

         (c)      Any request, demand, authorization, direction, notice,
consent, waiver or other action permitted or required by this Agreement to be
given or taken by the Secured Parties may be and, at the request of the
Collateral Agent, shall be, embodied in and evidenced by one or more instruments
reasonably satisfactory in form to the Collateral Agent and signed by or on
behalf of such Secured Parties and, except as otherwise expressly provided in
any such instrument, any such actions shall become effective when such
instrument or instruments shall have been delivered to the Collateral Agent.

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         (d)      The Banks agree to notify the Collateral Agent, which shall
promptly notify Prudential, within 3 business days that a Bank Election Date has
occurred.

         SECTION 4. RELEASE OF COLLATERAL; AMENDMENTS TO INTERCREDITOR
AGREEMENT; EXECUTION OF AMENDMENTS, ETC.

         (a)      Except as may be required or permitted pursuant to the
Security Documents, without the prior written consent of all of the Secured
Parties, the Collateral Agent shall not release any security interest, lien or
other encumbrance on any of the Collateral granted in favor of the Collateral
Agent on behalf of the Secured Parties pursuant to the Security Documents and
for which it has accepted responsibility as Collateral Agent under Section 1(a)
hereof; provided, that the Collateral Agent shall release such Collateral with
the prior written consent of the Majority Lenders as long as all of the
Collateral so released during the term of this Agreement has an aggregate value
(using the higher of book value or market value for each item of Collateral) of
less than $5,000,000.

         (b)      This Agreement may not be amended or modified unless in a
writing signed by the Collateral Agent and each of the Secured Parties.

         (c)      The Collateral Agent agrees (i) to execute such amendments or
modifications to this Agreement as all of the Secured Parties may direct and
(ii) to execute and deliver such amendments or modifications to the Security
Documents to which the Collateral Agent is a party as the Majority Lenders may
direct (except releases of Collateral and other actions which require a greater
percentage of Secured Parties); provided, however, that the Collateral Agent
shall not be obligated to execute any such amendment or modification the effect
of which is to increase the liabilities or duties of the Collateral Agent
hereunder or thereunder in any respect.

         SECTION 5. DISCLAIMER, ETC.

         (a)      The Collateral Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Security Documents,
and the Collateral Agent shall not by reason of this Agreement or Security
Documents be a trustee for any Secured Party. The Collateral Agent in such
capacity shall not be responsible to the Secured Parties for any recitals,
statements, representations or warranties contained in this Agreement, any
Security Document, or in any certificate or other document referred to or
provided for therein, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement, any Security Document, or any
other document referred to or provided for herein or therein, or for any
security interest, lien or encumbrance granted to the Collateral Agent on behalf
of the Secured Parties or the perfection or priority of any such security
interest, lien or encumbrance, or for any failure by the Company to perform any
of its obligations under any thereof. The Collateral Agent may employ agents and
attorneys-in-fact and shall not be responsible, except as to money or securities
received by it or its authorized agents, for the negligence or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. -Neither
the Collateral Agent nor any of its directors, officers, employees or agents
shall be liable or responsible for any action taken or omitted to be taken by it
or any of them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct.

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         (b)      The Collateral Agent shall be entitled to rely upon any
written certification, notice or other communication reasonably believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Collateral Agent with
reasonable care. As to any matters not expressly provided for by this Agreement,
the Collateral Agent shall in all cases be under no duty to act or refrain from
acting unless (i) it receives written instructions signed by the Majority
Lenders (unless otherwise provided herein) as to what actions should be taken or
refrained from being taken, which instructions and action taken or failure to
act pursuant thereto shall be binding on all of the Secured Parties, and the
Collateral Agent shall be protected with respect to actions taken or not taken
in accordance with such instructions, and (ii) it receives such further
assurances (which may include cash collateral) as it may request of the
indemnification obligations of the Secured Parties under Section 5(c) of this
Agreement in respect of any and all liability and expense which may be incurred
by it by reason of taking, continuing to take or refraining from taking any such
action. If any party disputes another party's claim to a distribution priority
under Section 2(a), the Collateral Agent may retain the funds that would
otherwise be distributed in accordance with the claimed priority until the
dispute is resolved by agreement of all parties, by non-appealable court order
or by binding arbitration.

         (c)      Each Secured Party agrees to indemnify the Collateral Agent in
such capacity, ratably in accordance with its Percentage Interest in the
Obligations, whether or not the Collateral Agent has exhausted all remedies
against the Company for reimbursement, to the extent the Collateral Agent has
not been reimbursed by the Company in accordance with and pursuant to its
Acknowledgment and Agreement hereto, for any and all liabilities, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Collateral Agent in any way relating to or arising out of this Agreement, any
Security Document or any other document contemplated by or referred to therein
or the transactions contemplated thereby or the enforcement of any of the terms
hereof, or of any Security Document; provided, however, that no Secured Party
shall be liable for, or shall indemnify the Collateral Agent for, any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the Collateral Agent.

         (d)      The Collateral Agent may deem and treat the payee of any
promissory note or other evidence of indebtedness relating to the Secured
Obligations as the owner thereof for all purposes hereof unless and until the
provisions of Section 12(e) have been complied with and a written notice of the
assignment or transfer thereof, signed by such payee and in form satisfactory to
the Collateral Agent, shall have been filed with the Collateral Agent, but the
Collateral Agent shall not be required to recognize or deal with any Person who
has acquired any participation in any Obligation from any Secured Party. Any
request, authority or consent of any Person who at the time of making such
request or giving such authority or consent is the holder of any such note or
other evidence of indebtedness shall be conclusive and binding on any subsequent
holder, transferee or assignee of such note or evidence and of any note or notes
or evidence issued in exchange therefor.

         (e)      Except as expressly directed by the Majority Lenders and as
expressly provided in the Security Documents, the Collateral Agent shall have no
duty to and shall not take any

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Foreclosure Action or any other affirmative action with respect to the
collection of any amount payable in respect of the Collateral.

         (f)      Subject to the terms of this paragraph, any Person acting as
Collateral Agent may resign at any time by giving notice thereof to each Secured
Party, and any Person acting as Collateral Agent may be removed as Collateral
Agent at any time by the Majority Lenders. Upon any such resignation or removal,
a successor Collateral Agent shall be appointed by the Majority Lenders. If no
successor Collateral Agent shall have been so appointed by the Majority Lenders
and shall have accepted such appointment within thirty days after such
resignation or removal, then the retiring Collateral Agent may, on behalf of the
Secured Parties, appoint a successor Collateral Agent, which shall be either a
Bank or a commercial bank or insurance company organized under the laws of the
United States of America or any state thereof and has combined capital and
surplus of at least $500,000,000 and has an investment rating of "A" or better
issued by Standard & Poor's Corporation with respect to its senior debt rating.
Upon the acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent, (i) such successor Collateral Agent shall promptly
so notify the Secured Parties and the retiring Collateral Agent and shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, and (ii) the resignation or removal
of the retiring Collateral Agent shall become effective and it shall be
discharged from its duties and obligations hereunder. After any retiring
Collateral Agent's resignation or removal hereunder as Collateral Agent, the
provisions of this Section 5 shall continue in effect for its benefit in respect
of any actions taken or permitted to be taken by it while it was acting as the
Collateral Agent.

         (g)      During such periods as the Collateral Agent is a Secured
Party, in its capacity as a Secured Party the Collateral Agent shall have the
same rights, obligations and powers hereunder as any other Secured Party and may
exercise the same as though it were not acting as the Collateral Agent, and the
term "Secured Party" or "Secured Parties" shall, unless the context otherwise
requires, include the Collateral Agent in its capacity as a Secured Party. The
Collateral Agent and its affiliates may (without having to account therefor to
any Secured Party) accept deposits from, lend money to (on a secured or
unsecured basis), and generally engage in any kind of banking, trust or other
business with, the Company (and any of its affiliates) as if it were not acting
as the Collateral Agent, and the Collateral Agent may accept fees and other
consideration from the Company for services in connection with this Agreement or
otherwise without having to account for the same to the Secured Parties.
Although the Collateral Agent and its affiliates may in the course of such
relationships not involving its activities as a Secured Party or as Collateral
Agent, and in the course of relationships with other Persons, acquire
information about the Company, its affiliates and such other Persons, the
Collateral Agent shall have no duty to disclose to the Secured Parties
information so acquired.

         SECTION 6. PAYMENT INVALIDATED. If, during the course of, or pursuant
to, any Bankruptcy Proceeding, a Secured Party (the "Returning Lender") is
required by a court or other tribunal of competent jurisdiction to disgorge,
refund, rebate or otherwise return any distribution of Proceeds or of other
funds received by such Secured Party pursuant to Section 2 hereof (such
Returning Lender's portion of such payment or distribution referred to herein as
a "Disputed Payment"), to any trustee presiding over such Bankruptcy Proceeding
or to any other Person (whether by reason of the fact that such Disputed Payment
constituted or was alleged to constitute a preference, a fraudulent conveyance
or for such other reason as such court or tribunal

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shall specify), each other Secured Party shall immediately pay to the Returning
Lender its Proportionate Share of such Disputed Payment from amounts actually
received by such other Secured Party. For purposes of this Section 6, such
Proportionate Share shall be calculated as of the date the Returning Lender is
required to make such payment to any such trustee or other Person.

         SECTION 7. ADDITIONAL COLLATERAL. Each of the Secured Parties hereby
covenants and agrees that (i) such Secured Party will not accept from any Person
on behalf of the Company any guarantee (a "Third-Party Guarantee") of any of the
Obligations unless such guarantor simultaneously guarantees the payment of all
of the Obligations owed to all Secured Parties (or, if such Third-Party
Guarantee guarantees only a portion of the Obligations owing to such Secured
Party, such Secured Party will not accept such Third-Party Guarantee unless such
guarantor simultaneously guarantees the same proportion of Obligations owing to
the other Secured Parties) and (ii) such Secured Party will not take, accept or
obtain any security interest in, or lien or encumbrance upon, any assets of any
of the Company or any subsidiary or affiliate thereof or any other Person (other
than assets which, if obtained by the Secured Party, would constitute a Sharing
Payment) to secure the payment and performance of the Obligations unless all
Secured Parties are granted a pari passu security interest in, or lien upon,
such assets, in either case, pursuant to documents in form and substance
satisfactory to the Secured Parties. Neither the provisions of this Section nor
of this Agreement shall apply in any respect to any cash collateral with respect
to letters of credit at any time deposited with the Administrative Agent
pursuant to Section 2.05(a) of the Credit Agreement.

         SECTION 8. TURNOVER OF COLLATERAL. If a Secured Party acquires custody,
control or possession of any Collateral or Proceeds therefrom, other than
pursuant to the terms of this Agreement, such Secured Party shall promptly cause
such Collateral or Proceeds to be delivered to or put in the custody, possession
or control of the Collateral Agent for disposition or distribution in accordance
with the provisions of Section 2 hereof. Until such time as such Secured Party
shall have compiled with the provisions of the immediately preceding sentence,
such Secured Party shall be deemed to hold such Collateral and Proceeds in trust
for the parties entitled thereto hereunder.

         SECTION 9. SHARING. If a Secured Party obtains a Sharing Payment, such
Secured Party shall promptly deliver same to the Collateral Agent, as Proceeds.

         SECTION 10. COVENANTS OF THE SECURED PARTIES. (a) Each of the Secured
Parties hereby covenants and agrees that it will give notice immediately to each
other Secured Party or in the case of notice to the Banks, to the
Co-Administrative Agent for the Banks under the Credit Agreement of (i) its
instructions to the Collateral Agent to take a Foreclosure Action, and (ii) its
receipt of any additional Collateral or a Sharing Payment or a Third-Party
Guarantee.

         (a)      It will cooperate with the Collateral Agent and with each
other Secured Party in the enforcement of the security interests in, and liens
and encumbrances upon the Collateral and otherwise in order to accomplish the
purposes of this Agreement and the Security Documents.

                                      -10-
<PAGE>

         SECTION 11. DEFINITIONS.

         "Acceleration Date" means the date upon which any of the Secured
Parties shall have accelerated the maturity of its respective Obligations.

         "Additional Note Agreement" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Additional Senior Notes" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Administrative Agent" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Bank Agreements" shall mean the Credit Agreement, and each other
document, instrument or certificate executed in connection therewith, as any of
them may be amended, modified, supplemented or replaced from time to time in
accordance with its respective terms.

         "Bank Election Date" means the earlier of (i) the date on which the
"Revolving Credit Commitments" of the Banks are terminated pursuant to Article
VII of the Credit Agreement or (ii) the expiration of 3 days after all of the
Banks first refused, in accordance with Section 4.02 of the Credit Agreement, to
make "Revolving Loans" under the Credit Agreement upon request of the Company,
without the Company's right to borrow under Section 4.02 having been restored,
by waiver, amendment, cure, forbearance or otherwise.

         "Bank Obligations" shall mean, at any time, (i) all obligations of the
Company arising under the Bank Agreements, including, without limitation,
premium, make-whole amounts, breakage costs and yield maintenance amounts and
the obligations of the Company under and in respect to any Letters of Credit
(including contingent obligations in respect thereof), plus (ii) the amount of
any participations in the Note Obligations purchased by the Banks pursuant to
Section 2(b), or minus (iii) the amount of any participations in the Bank Term
Obligations purchased by Prudential pursuant to Section 2(b).

         "Bank Purchase Date" shall have the meaning set forth in Section 2(b).

         "Bank Term Loans" means the "Term Loans" made by the Banks pursuant to
the Credit Agreement.

         "Bank Term Obligations" shall mean, at any time, (i) all obligations of
the Company arising under the Bank Agreements with respect to the Bank Term
Loans, including, without limitation, premium, make-whole amounts, breakage
costs and yield maintenance amounts, plus (ii) the amount of any participations
in the Note Obligations purchased by the Banks pursuant to Section 2(b) or minus
(iii) the amount of any participations in the Bank Term Obligations purchased by
Prudential pursuant to Section 2(b).

         "Bank Term Percentage" means, on any date, an amount equal to a
fraction, the numerator of which is the total amount of Bank Term Obligations as
of such date and the denominator of which is the total amount of Term
Obligations as of such date.

                                      -11-
<PAGE>

         "Bankruptcy Proceeding" shall mean the voluntary or involuntary
dissolution, winding up, liquidation, arrangement, reorganization, adjustment,
protection, relief or composition of the Company or of any Guarantor or its
debts, whether in any bankruptcy, insolvency, arrangement, reorganization,
receivership, relief or similar proceedings or upon an assignment for the
benefit of creditors or any other marshaling of the assets and liabilities of
the Company or of any Guarantor or otherwise.

         "Banks" shall have the meaning set forth in the introductory paragraphs
hereof, and shall include each Bank acting from time to time under the Credit
Agreement as the Swingline Lender and any Issuing Bank.

         "Co-Administrative Agent" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Collateral" shall mean the real and personal property in or upon which
the Company, any Guarantor or other Person has from time to time granted to the
Collateral Agent on behalf of the Secured Parties or to any Secured Party,
pursuant to the Security Documents, a lien, security interest or other
encumbrance to secure the Obligations. The term "Collateral" shall not refer to
any cash collateral with respect to letters of credit at any time deposited with
the Administrative Agent pursuant to Section 2.05(a) of the Credit Agreement.

         "Collateral Agent" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Company" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Credit Agreement" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Current Balance Certificate" shall have the meaning set forth in
Section 3(b).

         "Determination Date" means, with respect to any Trigger Date, the date
which is sixty (60) days prior to such Trigger Date.

         "Disputed Payment" shall have the meaning set forth in Section 6
hereof.

         "Event of Default" means an Event of Default as such term is defined in
or pursuant to the Note Agreements or the Bank Agreements, as the case may be.

         "Existing Note Agreement" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Existing Senior Notes" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Foreclosure Action" shall have the meaning specified in Section 1(b).

         "Guarantee and Collateral Agreement" shall have the meaning set forth
in the introductory paragraphs hereof.

                                      -12-
<PAGE>

         "Guarantee Obligations" means obligations undertaken by the guarantors
under Section 2 of the Guarantee and Collateral Agreement.

         "Issuing Bank" shall have the meaning set forth in the Credit
Agreement.

         "Majority Lenders" shall mean, at any time, (i) during such time as
there is no Event of Default, the holders of at least 51% of the total of the
aggregate amount of the commitments of the Banks plus the aggregate principal
balance of the Senior Notes and (ii) during the existence of an Event of
Default, the holders of at least 66 2/3% of the Obligations.

         "Mortgage" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Non-available Proceeds" shall have the meaning set forth in Section
2(f) hereof.

         "Note Agreements" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Note Obligations" shall mean, at any time, (i) the Company's
obligations under the Note Agreements and the Senior Notes, including, without
limitation, premium, make-whole amounts, breakage costs and yield maintenance
amounts, plus (ii) the amount of any participations in the Bank Term Obligations
purchased by Prudential pursuant to Section 2(b) or minus (iii) the amount of
any participations in the Note Obligations purchased by the Banks pursuant to
Section 2(b).

         "Note Purchasers" means Prudential and any other purchaser of any of
the Senior Notes.

         "Obligations" shall mean, at any time, collectively, all Note
Obligations, all Bank Obligations and, without duplication, all Guarantee
Obligations.

         "Percentage Interest" with respect to a Secured Party, as of the date
of any Current Balance Certificate of such Secured Party then in effect, shall
mean that percentage which is the equivalent of a fraction, the numerator of
which is the then aggregate amount of the applicable Note Obligations or
applicable Bank Obligations, as the case may be, owing to such Secured Party,
and the denominator of which is the total of the amounts described in the
numerators for all Secured Parties, as reflected in the Current Balance
Certificates for all Secured Parties then in effect.

         "Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, limited liability company, an unincorporated
organization and a government or any department or agency thereof.

         "PICA" shall have the meaning set forth in the introductory paragraphs
hereof.

         "Proceeds" shall have the meaning specified in Section 2(e) hereof.

         "Proportionate Share" shall have the meaning set forth in Section
2.9(b) of the Guarantee and Collateral Agreement.

                                      -13-
<PAGE>

         "Prudential" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Prudential Affiliate" shall have the meaning set forth in the
introductory paragraphs hereof.

         "Prudential Percentage" means, on any date, an amount equal to a
fraction, the numerator of which is the total amount of Note Obligations as of
such date and the denominator of which is the total amount of Term Obligations
as of such date.

         "Prudential Purchase Date" shall have the meaning set forth in Section
2(b).

         "Returning Lender" shall have the meaning set forth in Section 6
hereof.

         "Secured Obligations" shall mean, collectively, the Obligations
including without limitation, the obligations of the Company in connection with
the Note Obligations and the Bank Obligations and any Security Document and the
obligations of the guarantors in connection with any Security Document and
including, without limitation, accrued but unpaid interest and fees and all
out-of-pocket costs and expenses incurred by each Secured Party in connection
with the enforcement and collection of the Secured Obligations owing to such
Secured Party and in connection with directing the Collateral Agent to take
actions hereunder and under the Security Documents, including, without
limitation, all attorneys fees and disbursements incurred by such Secured Party
at such time.

         "Secured Parties" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Security Documents" shall mean the Guarantee and Collateral Agreement
and the Mortgage, and all documents and instruments executed and delivered in
connection therewith and any other document or instrument pursuant to which the
Company or any other Person grants to the Collateral Agent or a Secured Party a
security interest in, or lien or encumbrance upon, any real or personal property
to secure the payment or performance of the Secured Obligations.

         "Senior Notes" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Series A Notes" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Series B Notes" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Series C Notes" shall have the meaning set forth in the introductory
paragraphs hereof.

         "Sharing Payment" shall mean any amounts received by any Secured Party
from or in respect of the Collateral or any Proceeds; provided, however, that
whether or not a default or Event of Default has occurred or is continuing
neither a distribution to a Secured Party of Proceeds as contemplated in Section
2 hereof nor any repayment, scheduled or unscheduled, nor prepayment, in whole
or in part, by the Company under the Note Agreements or Bank Agreements, as the
case may be, from funds not constituting Proceeds shall constitute a Sharing
Payment hereunder.

                                      -14-
<PAGE>

         "Special Majority Noteholders" shall mean the holder or holders of at
least 51% of the sum of the then outstanding aggregate principal amount of each
of the Existing Prudential Notes, plus the then outstanding aggregate principal
amount of the Additional Prudential Notes.

         "Swingline Lender" shall have the meaning set forth in the Credit
Agreement.

         "Term Obligations" means, at any time, the Bank Term Obligations plus
the Note Obligations.

         "Term Percentage", at any time means the Term Obligations divided by
the Obligations.

         "Third Party Guarantee" shall have the meaning set forth in Section 7
hereof.

         "Trigger Date" means the earliest date upon which one of the following
events occurs:

         (a) a Bank Election Date;

         (b) the commencement of a Bankruptcy Proceeding; and

         (c) an Acceleration Date.

         SECTION 12. MISCELLANEOUS.

         (a)      Each of the Secured Parties is hereby authorized to demand
specific performance of this Agreement at any time when any party shall have
failed to comply with any of the provisions of this Agreement applicable to it.
Each of the Secured Parties hereby irrevocably waives any defense based on the
adequacy of a remedy at law, which might be asserted as a bar to such remedy of
specific performance.

         (b)      All notices, requests, consents and other communications made
pursuant to the provisions hereof shall be in writing and shall be delivered
personally or mailed by first class registered or certified mail, postage
prepaid or by Federal Express or by telex or telecopier or by telephone (if
confirmed in writing as aforesaid) at the address specified on the signature
pages or Annex I hereof, as the case may be, or such other address as may be
furnished in writing by a Secured Party to each other Secured Party or by the
Collateral Agent to each Secured Party. All notices to the Collateral Agent
shall be effective on receipt.

         (c)      This Agreement may be modified or waived only by an instrument
or instruments in writing signed by each of the Secured Parties and the
Collateral Agent.

         (d)      This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same agreement and any
of the parties hereto may execute this Agreement by signing any such
counterpart.

         (e)      All of the terms of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective parties hereto and
their respective successors and assigns, and shall be binding upon and inure to
the benefit of and be enforceable by any holder or holders at any time of the
Obligations owed to a Secured Party, or any part thereof. Any transfer by

                                      -15-
<PAGE>

Prudential and any of its successors and assigns of any Senior Notes shall
effectuate an equivalent assignment of such Person's rights and obligations
hereunder, with no further action being required, and each transferee of the
Senior Notes shall be bound accordingly hereunder as a holder of Senior Notes.
Any assignment by any Bank pursuant to the Credit Agreement of any of its rights
and obligations thereunder shall operate as provided therein and in the
Assignment and Acceptance related to such assignment and shall effectuate an
equivalent assignment of its rights and obligations hereunder, with no further
action being required, and each Assignee shall be bound accordingly hereunder as
an assign of such Bank to the extent of its assignment of its rights and
obligations under the Credit Agreement.

         (f)      The provisions of this Agreement are not intended, nor shall
they be construed to confer upon, or give the Company or any Person other than
the Secured Parties and their respective successors and assigns, any rights,
remedies or claims hereunder or by reason hereof.

         (g)      To the extent that there is a conflict or inconsistency with
terms of this Agreement and an agreement among the Collateral Agent, any Secured
Party and the Company, or any amendment or modification of any such agreement,
this Agreement shall control as between the parties hereto.

         (h)      Each Secured Party shall execute and deliver such other
documents and instruments, in form and substance reasonably satisfactory to the
Collateral Agent or any other Secured Party, and shall take such other action,
in each case as the Collateral Agent or such other Secured Party may reasonably
request, to effectuate and carry out the provisions of this Agreement or the
Security Documents, including without limitation by recording or filing in such
places as the requesting Collateral Agent or other Secured Party may deem
desirable, this Agreement or the Security Documents or such other documents or
instruments.

         (i)      This Agreement shall terminate with respect to the Note
Purchasers automatically upon the indefeasible payment in full of all of the
Obligations owed to them and, with respect to the Banks, upon the indefeasible
payment in full of all of the Obligations owed to them plus the termination of
all commitments to lend under the Credit Agreement; provided, however, that
Section 5(c) of this Agreement shall survive, and remain operative and in full
force and effect, regardless of the indefeasible payment in full of all
Obligations.

         (j)      Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
the remainder of such provision or the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction and
the parties hereto shall use their best efforts to replace such provision.

         (k)      THIS AGREEMENT 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.

         (l)      All personal pronouns used in this Agreement, whether used in
the masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural,

                                      -16-
<PAGE>

and the plural shall include the singular. Titles of Articles and Sections in
this Agreement are for convenience only, and neither limit nor amplify the
provisions of this Agreement.

         (m)      THE PARTIES HERETO ACKNOWLEDGE THAT ANY DISPUTE ARISING OUT OF
THIS AGREEMENT WILL BE BASED ON DIFFICULT AND COMPLEX FACTS. ACCORDINGLY, EACH
OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY DISPUTE,
CONTROVERSY, SUIT, HEARING OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR
THE OBLIGATIONS, DUTIES AND RIGHTS OF THE COLLATERAL AGENT OR THE SECURED
PARTIES AS SET FORTH HEREIN.

         (n)      The parties hereto who are also parties to an existing
Intercreditor Agreement, dated as of January 5, 2001, relating to the Company
hereby agree that such agreement is terminated and of no further force or
effect.

                                      -17-
<PAGE>

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

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

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

                                    JPMORGAN CHASE BANK
                                    Individually, as a Bank, as Issuing Bank, as
                                    Collateral Agent and as Co-Administrative
                                    Agent

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

                                    THE PRUDENTIAL INSURANCE COMPANY
                                    OF AMERICA

                                    By: /s/ Robert R. Derrick
                                        ---------------------
                                        Name: Robert R. Derrick
                                        Title: Vice President

                                    PRUCO LIFE INSURANCE COMPANY

                                    By: /s/ Robert R. Derrick
                                        ---------------------
                                        Name: Robert R. Derrick
                                        Title: Assistant Vice President

                                      -18-
<PAGE>

                          RGA REINSURANCE COMPANY
                          By:    Prudential Private Placement Investors, L.P.,
                                 as Investment Advisor
                          By:    Prudential Private Placement Investors, Inc.,
                                 General Partner

                          By: /s/ Robert R. Derrick
                              ---------------------
                              Name: Robert R. Derrick
                              Title: Vice President

                          BAYSTATE INVESTMENTS, LLC
                          By:    Prudential Private Placement Investors, L.P.,
                                 as Investment Advisor
                          By:    Prudential Private Placement Investors, Inc.,
                                 General Partner

                          By: /s/ Robert R. Derrick
                              ---------------------
                              Name: Robert R. Derrick
                              Title: Vice President

                          UNITED OMAHA LIFE INSURANCE
                          COMPANY
                          By:     Prudential Private Placement Investors, L.P.,
                                  as Investment Advisor
                          By:     Prudential Private Placement Investors, Inc.,
                                  General Partner

                          By: /s/ Robert R. Derrick
                              ---------------------
                              Name: Robert R. Derrick
                              Title: Vice President

                          SUNTRUST BANK
                          Individually as a Bank and Syndication Agent

                          By: /s/ Leonard L. McKinnon
                              -----------------------
                              Name: Leonard L. McKinnon
                              Title: Director

                                      -19-
<PAGE>

                               US BANK NATIONAL ASSOCIATION
                               Individually as a Bank and Documentation Agent

                               By: /s/ Brian H. Gallagher
                                   ----------------------
                                   Name: Brian H. Gallagher
                                   Title: Vice President

                               FLEET CAPITAL CORPORATION

                               By: /s/ Robert B.H. Moore
                                   ---------------------
                                   Name: Robert B.H. Moore
                                   Title: Senior Vice President

                               NATIONAL CITY

                               By: /s/ Kevin M. Knopf
                                   ------------------
                                   Name: Kevin M. Knopf
                                   Title: Vice President

                               FIFTH THIRD BANK

                               By: /s/ James E. Simpson
                                   --------------------
                                   Name: James E. Simpson
                                   Title: Vice President

                               GUARANTY BANK

                               By: /s/ Scott L. Brewer
                                   -------------------
                                   Name: Scott L. Brewer
                                   Title: Vice President

                               REGIONS BANK

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

                               UNION PLANTERS BANK, N.A.

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

                                      -20-
<PAGE>

                               COMPASS BANK

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

                                      -21-
<PAGE>

                          ACKNOWLEDGMENT AND AGREEMENT

         The undersigned, although not a party hereto, acknowledges and, to the
extent required, consents to the terms and conditions of the Intercreditor
Agreement (the "Intercreditor Agreement") set forth above. Further, the
undersigned agrees (i) to reimburse the Collateral Agent, on demand, for any
expenses incurred by the Collateral Agent plus interest at the Collateral
Agent's prime rate from the date reimbursement is demanded until the date of
reimbursement, including all attorneys fees and compensation of agents, arising
out of, or in any way connected with, the execution or delivery of the
Intercreditor Agreement or any Security Document or any agreement or instrument
contemplated thereby or the performance by the parties thereto of their
respective obligations thereunder or in connection with the enforcement or
protection of the rights of the Collateral Agent and/or the Secured Parties
under the Intercreditor Agreement or the Security Documents and the seizure,
repossession, sale, transfer or other disposition of any of the Collateral and
(ii) to indemnify and hold harmless the Collateral Agent and its directors,
officers, employees and agents, on demand, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including
interest thereon at the Collateral Agent's prime rate) which may be imposed on,
incurred by or asserted against the Collateral Agent in its capacity as the
Collateral Agent or any of them in any way relating to or arising out of the
Intercreditor Agreement or any Security Document or any action taken or omitted
by it under the Intercreditor Agreement or any Security Document; provided,
however, that the undersigned does not hold the Collateral Agent harmless for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Collateral Agent or any of its
directors, officers, employees or agents.

         The undersigned shall execute and deliver such other documents and
instruments, in form and substance reasonably satisfactory to the Collateral
Agent, and shall take such other action, in each case, as the Collateral Agent
may reasonably request, to effectuate and carry out the provisions of the
foregoing Intercreditor Agreement including, without limitation, by recording or
filing in such places as the Collateral Agent may deem desirable, such other
documents or instruments as the Collateral Agent may specify.

         In the event the Collateral Agent under the foregoing Intercreditor
Agreement is not one of the Secured Parties a party thereto, the undersigned
agrees to pay all fees charged by such Collateral Agent for performing its
duties and obligations thereunder.

         IN WITNESS WHEREOF, the party below has caused this Acknowledgment and
Agreement to be duly executed as of the date first above written.

                                TBC Corporation

                                By: /s/ Lawrence C. Day
                                    -------------------
                                    Name: Lawrence C. Day
                                    Title: President and Chief Executive Officer

                                      -22-