EXHIBIT 4.6
THIRD AMENDMENT TO SHORT AND
(SECOND AMENDMENT TO) LONG TERM CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SHORT AND (SECOND AMENDMENT TO)
LONG TERM CREDIT AGREEMENT (the "Third Amendment") is entered into this
the 28th day of October, 1997, by and between TBC CORPORATION ("Borrower")
and FIRST TENNESSEE BANK NATIONAL ASSOCIATION as administrative agent
("Administrative Agent") for itself as Lender and the banks named as
Lenders under the Short and Long Term Credit Agreement dated September 25,
1996 between Borrower, First Tennessee Bank National Association as Lender
and as Administrative Agent ("First Tennessee"), NBD Bank (now known as
First National Bank of Chicago) as Lender and Suntrust Bank, Nashville,
N.A. as Lender, as previously amended, (the "Credit Agreement").
Borrower has agreed, pursuant to Section 6.23 of the
Credit Agreement that the repurchase of capital stock during any fiscal
year will not exceed an aggregate amount of $5,000,000.
The parties hereto have agreed to amend the Credit
Agreement on the terms and conditions hereinafter set out.
THEREFORE, for valuable consideration the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Section 6.23 of the Credit Agreement is hereby amended
by inserting the following language at the end thereof before the period:
"; provided, that for fiscal year 1997 only, such
amount shall not be in excess of $6,000,000."
2. In all other respects the Credit Agreement is ratified
and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned duly authorized
officers have executed this Third Amendment on behalf of the parties on
this the 28th day of October, 1997.
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION,
as Administrative Agent and
Lender
By: /s/ ▇. ▇. ▇▇▇▇▇▇
Title: National Account Officer
TBC CORPORATION
By: /s/ R. E. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Operations & Treasurer
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CONSENT OF LENDER
The undersigned duly authorized officer of SUNTRUST BANK,
NASHVILLE, N.A. as Lender under that certain Short and Long Term Credit
Agreement dated September 25, 1996 between TBC Corporation, First
Tennessee Bank National Association as Lender and Administrative Agent,
Suntrust Bank, Nashville, N.A. as Lender, and NDB Bank (now known as First
National Bank of Chicago) as Lender, as previously amended, does hereby
consent to the foregoing Third Amendment to Short and Long Term Credit
Agreement.
Dated: 10/28/97
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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CONSENT OF LENDER
The undersigned duly authorized officer of FIRST NATIONAL
BANK OF CHICAGO as Lender under that certain Short and Long Term Credit
Agreement dated September 25, 1996 between TBC Corporation, First
Tennessee Bank National Association as Lender and Administrative Agent,
and NBD Bank (now known as First National Bank of Chicago) as Lender, and
Suntrust Bank, Nashville, N.A. as Lender, as previously amended, does
hereby consent to the foregoing First Amendment to Short and Long Term
Credit Agreement.
Dated: 10/27/97
FIRST NATIONAL BANK OF
CHICAGO
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: As Agent
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