EXHIBIT 4.2 SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT THIS SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT (the "Amendment") is entered into this the 23 day of September, 1998, by and among TBC CORPORATION ("Borrower"), FIRST TENNESSEE BANK...

                                                                   EXHIBIT 4.2


                 SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT



    THIS SIXTH AMENDMENT TO SHORT TERM CREDIT AGREEMENT (the "Amendment") is
   entered into this the 23 day of September, 1998, 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 dated September 25, 1996 as
   previously amended (the "Credit Agreement"); and


    WHEREAS, the parties hereto have agreed to amend the Credit Agreement 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 Agreement.

    2.  Article I of the Credit Agreement is hereby amended by amending and
   restating the definition of "Termination Date" in its entirety, as follows:

        "Termination Date" means November 23, 1998 or such earlier date of
    termination of the lenders' obligations pursuant to Section 8.1 upon the
    occurrence of an Event of Default."

    3.  In all other respects the Credit Agreement is hereby ratified and
   remains in full force and effect.


    4.  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 23 day of
   September, 1998.


                                FIRST TENNESSEE BANK NATIONAL
                                ASSOCIATION, as Administrative Agent
                                and Lender

                                By:/s/ Xxx X. Xxxxxx            
                                Title: National Account Officer  



                                SUNTRUST BANK, NASHVILLE, N.A.

                                By:/s/ Xxxxx X. Xxxxx
                                Title: Vice President           


                                FIRST NATIONAL BANK OF CHICAGO


                                By:/s/ Xxxxxx Xxxxx              
                                Title: Managing Director          

                                                    LENDERS




                                TBC CORPORATION

                                By:/s/ Xxxxxx X. XxXxxxxxxx      
                                Title: Executive Vice President  
                                       & Chief Financial Officer 


                                                    BORROWER














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