10-K405

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended April 30, 2001

Commission File No. 0-24298

MILLER INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)

Tennessee

(State or other jurisdiction of incorporation or organization)

62-1566286

(I.R.S. Employer Identification No.)

8503 Hilltop Drive, Ooltewah, Tennessee 37363

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 238-4171

Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.01 Per Share.

Name of each exchange on which registered: New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K. [X]

The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of July 23, 2001 was $35,639,369 based on the closing sale price of the Common Stock as reported by the New York Stock Exchange on such date. See Item 12.

At July 23, 2001 there were 46,708,767 shares of Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for the 2001 Annual Meeting of Shareholders are incorporated by reference into Part III.

TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT

PART I

ITEM 1.
BUSINESS	1
ITEM 2.
PROPERTIES	15
ITEM 3.
LEGAL PROCEEDINGS	15
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY AND                          RELATED STOCKHOLDER MATTERS	16
ITEM 6.
SELECTED FINANCIAL DATA	16
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL                         CONDITION AND RESULTS OF OPERATIONS	18
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	24
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                         ACCOUNTING AND FINANCIAL DISCLOSURE	24
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	24
ITEM 11.
EXECUTIVE COMPENSATION	24

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ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                           AND MANAGEMENT	24
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	25
PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS                           ON FORM 8-K	26
FINANCIAL STATEMENTS	26
FINANCIAL STATEMENT SCHEDULE	S-1
SIGNATURES

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PART I

ITEM 1.          BUSINESS

GENERAL

Miller Industries, Inc. (the "Company") is the world’s leading integrated provider of vehicle towing and recovery equipment and services, with executive offices in Ooltewah, Tennessee and Atlanta, Georgia and manufacturing operations in Tennessee, Pennsylvania, France and England. The Company’s business is divided into two segments: (i) towing and recovery equipment and (ii) towing services. The Company markets its towing and recovery equipment under several well-recognized brand names and markets its towing services under the national brand name RoadOne^®.

Since 1990 the Company has developed or acquired several of the most well-recognized brands in the fragmented towing and recovery equipment manufacturing industry. The Company’s strategy has been to diversify its line of products and increase its market share in the industry through a combination of internal growth and development and acquisitions of complementary businesses.

As a natural extension of its leading market position and strong brand name recognition in manufacturing, the Company has broadened its strategy to include vertical integration, with the goal of achieving operating efficiencies while becoming a leading worldwide manufacturer, distributor and financial services provider in the towing and recovery equipment industry. The Company’s owned and independent distributors form a North American distribution network for towing and recovery equipment as well as other specialty truck equipment and components.

In February 1997, the Company formed its towing services division, RoadOne. RoadOne offers a broad range of towing and transportation services, including towing, impounding and storing motor vehicles, conducting lien sales and auctions of abandoned vehicles, and transporting new and used vehicles and heavy construction equipment. The Company’s strategy in towing services is to establish a national towing service network through owned companies in combination with an extensive group of affiliates. At July 23, 2001, the Company was operating over 150 facilities serving 42 markets in 23 states, and had relationships with over 2,600 RoadOne affiliates.

INCLUSION OF FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report, including but not limited to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are made based on management’s belief as well as assumptions made by, and information currently available to, management pursuant to "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to, among other things, factors set forth below under the heading "Risk Factors," and in particular, the risks associated with acquisitions, including, without limitation, the costs and difficulties related to the integration of the acquired businesses. The Company cautions that such factors are not exclusive. The Company does not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, the Company.

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Risk Factors

Risks Associated with Substantial Indebtedness. After giving effect to the refinancing of the Company’s bank credit facilities in July 2001, the Company's long-term debt (net of current portion) totaled approximately $99.1 million. As a consequence of its level of indebtedness a substantial portion of the Company's cash flow from operations must be dedicated to debt service requirements. The terms of the Company's outstanding indebtedness govern the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments or investments in certain situations, consummate certain asset sales, enter into certain transactions with affiliates, incur liens, or merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their assets. They also require the Company to meet certain financial tests and comply with certain other reporting, affirmative and negative covenants. The Company’s bank facilities are secured by liens on all of the Company’s assets. The liens give the lenders the right to foreclose on the assets of the Company under certain defined events of default and such foreclosure could allow the lenders to gain control of the business of the Company.

Risks Associated With Acquisitions; Difficulties In Integrating Operations And Achieving Cost Savings. From 1996 to 1999, the Company pursued an aggressive acquisition strategy that involved the acquisition over 120 additional companies. As a result, the Company’s success is dependent, in part, upon its ability to successfully integrate and manage such acquired businesses. Acquisitions involve special risks, including risks associated with unanticipated problems, liabilities and contingencies, diversion of management attention and possible adverse effects on earnings resulting from increased goodwill amortization, increased interest costs, the issuance of additional securities and difficulties related to the integration of the acquired business. To a certain extent, the Company has experienced each of these special risks in connection with some of its acquisitions. There can be no assurance that any acquisitions will not have an adverse effect upon the Company’s operating results, particularly during periods in which the operations of acquired businesses are being integrated into the Company’s operations.

The success of any business combination is in part dependent on management’s ability following the transaction to integrate operations, systems and procedures and thereby obtain business efficiencies, economies of scale and related cost savings. The challenges posed to the Company’s management are particularly significant because integrating the acquired companies must be addressed contemporaneously. The Company has incurred significant expenses in connection with its towing services acquisitions, and has had difficulty realizing cost savings. There can be no assurance that future consolidated results will improve as a result of cost savings and efficiencies from any such acquisitions or proposed acquisitions, or as to the timing or extent to which cost savings and efficiencies will be achieved, if at all.

Risks Of Foreign Markets. The Company has significant operations in foreign markets. In January 1996 the Company acquired S.A. Jige International ("Jige"), a French manufacturer of wreckers and car carriers, and in April 1996 the Company acquired Boniface Engineering Limited ("Boniface"), a British manufacturer of towing and recovery equipment. There is no assurance that the Company will be able to successfully operate and expand its foreign operations. Furthermore, there is no assurance that the Company will be able to successfully expand sales outside of North America or compete in markets in which it is unfamiliar with cultural and business practices. The Company’s foreign operations are subject to various political, economic and other uncertainties, including risks of restrictive taxation policies, foreign exchange restrictions and currency translations, changing political conditions and governmental regulations.

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Risks Of Entering New Lines Of Business. The Company’s growth strategy includes vertically integrating within the towing and recovery industry through a combination of acquisitions and internal growth. Implementation of its growth strategy has resulted in the Company’s entry into several new lines of business. Historically, the Company’s expertise has been in the manufacture of towing and recovery equipment and the Company had no prior operating experience in the lines of business it recently entered. Commencing during fiscal 1997, the Company entered three new lines of business through the acquisition of towing and recovery equipment distributors and towing service companies, and the establishment of the Company’s Financial Services Group. The Company’s operation of these businesses is subject to all of the risks inherent in the establishment of a new business enterprise. Such acquisitions present the additional risk that newly-acquired businesses could be viewed as being in competition with other customers of the Company. Although the new businesses are closely related to the Company’s towing and recovery equipment manufacturing business, the Company has experienced difficulties and unexpected expenses establishing and operating these new businesses, and may continue to experience such difficulties and expenses.

Cyclical Nature Of Industry, General Economic Conditions And Weather. The towing and recovery industry is cyclical in nature and has been affected historically by high interest rates and economic conditions in general. Accordingly, a downturn in the economy could have a material adverse effect on the Company’s operations, as has been the case during the current general economic downturn. The industry is also influenced by consumer confidence and general credit availability, and by weather conditions.

Fluctuations In Price And Supply Of Materials And Component Parts. The Company is dependent upon outside suppliers for its raw material needs and other purchased component parts and, therefore, is subject to price increases and delays in receiving supplies of such materials and component parts. There can be no assurance that the Company will be able to pass any price increase on to its customers. Although the Company believes that sources of its materials and component parts will continue to be adequate to meet its requirements and that alternative sources are available, events beyond the Company’s control could have an adverse effect on the cost or availability of such materials and component parts. Additionally, demand for the Company’s products could be negatively affected by the unavailability of truck chassis, which are manufactured by third parties and are typically purchased separately by the Company’s distributors or by towing operators and are sometimes supplied by the Company.

Competition. The towing and recovery equipment manufacturing industry is highly competitive. Competition for sales exists at both the distributor and towing-operator levels and is based primarily on product quality and innovation, reputation, technology, customer service, product availability and price. In addition, sales of the Company’s products are affected by the market for used towing and recovery equipment. Certain of the Company’s competitors may have substantially greater financial and other resources and may provide more attractive dealer and retail customer financing alternatives than the Company. Historically, the towing service industry has been highly fragmented, with an estimated 30,000 professional towing operators in the United States, therefore the Company’s towing services operations will face continued competition from many operators across the country. The Company’s presence in the towing service industry presents the risk that it could be viewed as being in competition with other customers of the Company. The Company may also face significant competition from large competitors as it enters other new lines of business, including equipment distribution and financial services.

Dependence On Proprietary Technology. Historically, the Company has been able to develop or acquire patented and other proprietary product innovations which have allowed it to produce what management

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 believes to be technologically advanced products relative to most of its competition. Certain of the Company’s patents expire in 2004 at which time the Company may not have a continuing competitive advantage through proprietary products and technology. In addition, pursuant to the terms of a consent judgment entered into in 2000 with the Antitrust Division of the U.S. Department of Justice, the Company is required to offer non-exclusive royalty-bearing licenses to certain of the Company’s key patents to all tow truck and car carrier manufacturers. The Company’s historical market position has been a result, in part, of its continuous efforts to develop new products. The Company’s future success and ability to maintain market share will depend, to an extent, on new product development.

Labor Availability. The timely production of the Company’s wreckers and car carriers requires an adequate supply of skilled labor. In addition, the operating costs of each manufacturing and towing service facility can be adversely affected by high turnover in skilled positions. Accordingly, the Company’s ability to increase sales, productivity and net earnings will be limited to a degree by its ability to employ the skilled laborers necessary to meet the Company’s requirements. There can be no assurance that the Company will be able to maintain an adequate skilled labor force necessary to efficiently operate its facilities.

The Company’s Common Stock May be Delisted from The New York Stock Exchange if the Company Does Not Maintain Certain Listing Standards. During much of the third and fourth quarters of fiscal 2001 and the current quarter of fiscal 2002, the price of the Company’s common stock has closed at or below $1.00 per share. The rules of the New York Stock Exchange require, among other things, that the Company’s common stock maintain a minimum thirty day average closing price of $1.00 per share. The New York Stock Exchange has notified the Company that if the Company’s common stock does not regain compliance with the minimum thirty day average closing price requirement, the Company will be subject to delisting procedures. This minimum thirty day average closing price requirement is the only listing requirement that the Company does not currently satisfy. The Company was required to submit a plan to the NYSE for regaining compliance with the minimum closing price requirement, which the Company submitted in July 2001. The Company’s plan, which has been accepted by the NYSE, requires the Company to seek shareholder approval of a reverse stock split of its common stock. In light of the general market conditions, and the Company’s own recent stock price volatility specifically, there is no assurance that the average closing price for the Company’s common stock will not remain below the $1.00 per share requirement. The Company intends to seek the approval of its shareholders to effect a reverse stock split to increase the price per share of its common stock. There is no assurance that this proposal will be approved by the Company’s shareholders or that if it is approved the average closing price of the stock will increase to more than $1.00 per share or remain above that level. If the Company’s common stock is delisted from the New York Stock Exchange, an active trading market for its common stock may no longer exist, and the ability of shareholders to buy and sell shares of the Company’s common stock may be materially impaired. In addition, the delisting of the Company’s stock could adversely affect the Company’s ability to enter into future equity financing transactions.

Dependence On Key Management. The success of the Company is highly dependent on the continued services of the Company’s management team. The loss of services of one or more key members of the Company’s senior management team could have a material adverse effect on the Company.

Automobile And Product Liability Insurance. The Company is subject to various claims, including automobile and product liability claims arising in the ordinary course of business, and may at times be a party to various legal proceedings that constitute ordinary routine litigation incidental to the Company’s business. The Company maintains reserves and liability insurance coverage at levels based upon commercial norms and the Company’s historical claims experience. A successful product liability or other claim brought against the Company

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 in excess of its insurance coverage or the inability of the Company to acquire insurance at commercially reasonable rates could have a material adverse effect upon the Company’s business, operating results and financial condition.

Volatility Of Market Price. From time to time, there may be significant volatility in the market price for the Common Stock. Quarterly operating results of the Company, changes in earnings estimated by analysts, changes in general conditions in the Company’s industry or the economy or the financial markets or other developments affecting the Company could cause the market price of the Common Stock to fluctuate substantially. In addition, in recent years the stock market has experienced significant price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to their operating performance.

Control By Principal Shareholder. William G. Miller, the Chairman of the Company, beneficially owns approximately 16% of the outstanding shares of Common Stock. Accordingly, Mr. Miller has the ability to exert significant influence over the business affairs of the Company, including the ability to influence the election of directors and the result of voting on all matters requiring shareholder approval.

Anti-Takeover Provisions Of Charter And Bylaws; Preferred Stock. The Company’s Charter and Bylaws contain restrictions that may discourage other persons from attempting to acquire control of the Company, including, without limitation, prohibitions on shareholder action by written consent and advance notice requirements respecting amendments to certain provisions of the Company’s Charter and Bylaws. In addition, the Company’s Charter authorizes the issuance of up to 5,000,000 shares of preferred stock. The rights and preferences for any series of preferred stock may be set by the Board of Directors, in its sole discretion and without shareholder approval, and the rights and preferences of any such preferred stock may be superior to those of Common Stock and thus may adversely affect the rights of holders of Common Stock.

TOWING AND RECOVERY EQUIPMENT

The Company offers a broad range of towing and recovery equipment products that meet most customer design, capacity and cost requirements. The Company manufactures the bodies of wreckers and car carriers, which are installed on truck chassis manufactured by third parties. Wreckers generally are used to recover and tow disabled vehicles and other equipment and range in type from the conventional tow truck to large recovery vehicles with rotating hydraulic booms and 70-ton lifting capacities. Car carriers are specialized flat bed vehicles with hydraulic tilt mechanisms that enable a towing operator to drive or winch a vehicle onto the bed for transport. Car carriers transport new or disabled vehicles and other equipment and are particularly effective over longer distances.

The Company’s products are sold primarily through independent distributors that serve all 50 states, Canada and Mexico, and other foreign markets including Europe, the Pacific Rim and the Middle East. As a result of its ownership of Jige in France and Boniface in the United Kingdom, the Company has substantial distribution capabilities in Europe. While most of the Company’s distributor agreements do not contain exclusivity provisions, management believes that approximately 65% of the Company’s independent distributors sell the Company’s products on an exclusive basis. In addition to selling the Company’s products to towing operators, the distributors provide parts and service. The Company also has independent sales representatives that exclusively market the Company’s products and provide expertise and sales assistance to distributors. Management believes the strength of the Company’s distribution network and the breadth of its product offerings are two key advantages over its competitors.

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Product Line

The Company manufactures a broad line of wrecker and car carrier bodies to meet a full range of customer design, capacity and cost requirements. The products are marketed under the Century, Vulcan, Challenger, Holmes, Champion, Chevron, Eagle, Jige, and Boniface brand names.

Wreckers. Wreckers are generally used to recover and tow disabled vehicles and other equipment and range in type from the conventional tow truck to large recovery vehicles with 70-ton lifting capacities. Wreckers are available with specialized features, including underlifts, L-arms and scoops, which lift disabled vehicles by the tires or front axle to minimize front end damage to the towed vehicles. Certain heavy duty wrecker models offer rotating booms, which allow heavy duty wreckers to recover vehicles from any angle, and proprietary remote control devices for operating wreckers. In addition, certain light duty wreckers are equipped with the patented "Express" and "Eagle Claw" automatic wheellift hookup devices that allow operators to engage a disabled or unattended vehicle without leaving the cab of the wrecker.

The Company’s wreckers range in capacity from 8 to 70 tons, and are characterized as light duty and heavy duty, with wreckers of 16-ton or greater capacity being classified as heavy duty. Light duty wreckers are used to remove vehicles from accident scenes and vehicles illegally parked, abandoned or disabled, and for general recovery. Heavy duty wreckers are used in commercial towing and recovery applications including overturned tractor trailers, buses, motor homes and other vehicles.

Car Carriers. Car carriers are specialized flat-bed vehicles with hydraulic tilt mechanisms that enable a towing operator to drive or winch a vehicle onto the bed for transport. Car carriers are used to transport new or disabled vehicles and other equipment and are particularly effective for transporting vehicles or other equipment over longer distances. In addition to transporting vehicles, car carriers may also be used for other purposes, including transportation of industrial equipment. In recent years, professional towing operators have added car carriers to their fleets to complement their towing capabilities.

Brand Names

The Company manufactures and markets its wreckers and car carriers under nine separate brand names. Although certain of the brands overlap in terms of features, prices and distributors, each brand has its own distinctive image and customer base.

Century^®. The Century brand is the Company’s “top-of-the-line” brand and represents what management believes to be the broadest product line in the industry. The Century line was started in 1974 and produces wreckers ranging from the 8-ton light duty to the 70-ton heavy duty models and car carriers in lengths from 17½ to 26 feet. Management believes that the Century brand has a reputation as the industry’s leading product innovator.

Vulcan^®. The Company’s Vulcan product line includes a range of premium light and heavy duty wreckers, car carriers and other towing and recovery equipment. The Vulcan line is operated autonomously with its own independent distribution network.

Challenger^®. The Company’s Challenger products compete with the Century and Vulcan products and constitute a third premium product line. Challenger products consist of light to heavy duty wreckers with capacities ranging from 8 to 70 tons, and car carriers with lengths ranging from 17½ to 26 feet. The Challenger line was started in 1975 and is known for high performance heavy duty wreckers and aesthetic design.

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Holmes^®. The Company’s Holmes product line includes mid-priced wreckers with 8 to 16 ton capacities and car carriers in 17½ to 21 foot lengths. The Holmes wrecker was first produced in 1916. The Holmes name has been the most well-recognized and leading industry brand both domestically and internationally through most of this century.

Champion^®. The Champion brand, which was introduced in 1991, includes car carriers which range in length from 17½ to 21 feet. The Champion product line, which is generally lower-priced, allows the Company to offer a full line of car carriers at various competitive price points. In 1993, the Champion line was expanded to include a line of economy tow trucks with integrated boom and underlift.

Chevron™. The Company’s Chevron product line is comprised primarily of premium car carriers. Chevron produces a range of premium single-car, multi-car and industrial carriers, light duty wreckers and other towing and recovery equipment. The Chevron line is operated autonomously with its own independent distribution network that focuses on the salvage industry.

Eagle^®. The Company’s Eagle products consist of light duty wreckers with a patented “Eagle Claw” hook-up system that allows towing operators to engage a disabled or unattended vehicle without leaving the cab of the tow truck. The “Eagle Claw” hook-up system, which was patented in 1984, was originally developed for the repossession market. Since acquiring Eagle, the Company has upgraded the quality and features of the Eagle product line and expanded its recovery capability. The Eagle line is now gaining increased popularity in the broader towing and recovery vehicle market.

Jige™. The Company’s Jige product line is comprised of a broad line of light and heavy duty wreckers and car carriers marketed primarily in Europe. Jige is a market leader best known for its innovative designs of car carriers and light wreckers necessary to operate within the narrow confines of European cities.

Boniface™. The Company’s Boniface product line is comprised primarily of heavy duty wreckers marketed primarily in Europe. Boniface produces a wide range of heavy duty wreckers specializing in the long underlift technology required to tow modern European tour buses.

The Company’s Holmes and Century brand names are associated with four of the major innovations in the industry: the rapid reverse winch, the tow sling, the hydraulic lifting mechanism, and the underlift with parallel linkage and L-arms. The Company’s engineering staff, in consultation with manufacturing personnel, uses computer-aided design and stress analysis systems to test new product designs and to integrate various product improvements. In addition to offering product innovations, the Company focuses on developing or licensing new technology for its products.

Manufacturing Process

The Company manufactures wreckers and car carriers at six manufacturing facilities located in the United States, France and England. The manufacturing process for the Company’s products consists primarily of cutting and bending sheet steel or aluminum into parts that are welded together to form the wrecker or car carrier body. Components such as hydraulic cylinders, winches, valves and pumps, which are purchased by the Company from third-party suppliers, are then attached to the frame to form the completed wrecker or car carrier body. The completed body is either installed by the Company or shipped by common carrier to a distributor where it is then installed on a truck chassis. Generally, the wrecker or car carrier bodies are painted by the Company with a primer coat only, so that towing operators can select customized colors to coordinate with chassis colors or fleet colors. To the extent final painting is required before delivery, the Company contracts with independent paint shops for such services.

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The Company purchases raw materials and component parts from a number of sources. Although the Company has no long-term supply contracts, management believes the Company has good relationships with its primary suppliers. The Company has experienced no significant problems in obtaining adequate supplies of raw materials and component parts to meet the requirements of its production schedules. Management believes that the materials used in the production of the Company’s products are available at competitive prices from an adequate number of alternative suppliers. Accordingly, management does not believe that the loss of a single supplier would have a material adverse effect on the Company’s business.

Towing and Recovery Equipment Sales and Distribution

The Company’s distribution group owns ten towing and recovery equipment distributors located in California, Colorado, Florida, Georgia, Illinois, Indiana and Missouri and in British Columbia and Ontario, Canada. The owned distributors market the Company’s products as well as other specialty transportation equipment, and the Company intends to expand the number and types of products distributed through its distributors. The Company does not currently intend to purchase any additional distributors. The Company-owned distributors generally do not compete in the same geographic markets as the Company’s independent distributors.

Management categorizes the towing and recovery market into three general product types: light duty wreckers, heavy duty wreckers and car carriers. The light duty wrecker market consists primarily of professional wrecker operators, repossession towing services, municipal and federal governmental agencies, and repair shop or salvage company owners. The heavy duty market is dominated by professional wrecker operators serving the needs of commercial vehicle operators. The car carrier market, historically dominated by automobile salvage companies, has expanded to include equipment rental companies that offer delivery service and professional towing operators who desire to complement their existing towing capabilities. Management estimates that there are approximately 30,000 professional towing operators and 80,000 service station, repair shop and salvage operators comprising the overall towing and recovery market.

The Company’s sales force, which services the Company’s distribution network, consists of 27 sales representatives, 21 of whom are Company employees whose responsibilities include providing administrative and sales support to the entire distributor base. The remaining 6 sales representatives are independent contractors who market the Company’s products exclusively. Sales representatives receive commissions on direct sales based on product type and brand and generally are assigned specific territories in which to promote sales of the Company’s products and to maintain customer relationships.

The Company has developed a diverse customer base consisting of approximately 175 distributors in North America, who serve all 50 states, Canada and Mexico, and approximately 50 distributors that serve other foreign markets. During the fiscal year ended April 30, 2001, no single distributor accounted for more than 5% of the Company’s sales. Management believes the Company’s broad and diverse customer base provides it with the flexibility to adapt to market changes, lessens its dependence on particular distributors and reduces the impact of regional economic factors.

To support sales and marketing efforts, the Company produces demonstrator models that are used by the Company’s sales representatives and distributors. To increase exposure to its products, the Company also has served as the official recovery team for many automobile racing events, including the Daytona, Talladega, Atlanta and Darlington NASCAR races, the Grand Prix in Miami, the Suzuka in Japan, the IMSA "24 Hours at Daytona," Molson Indy, the Brickyard, and the Indy 500 races, among others.

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The Company routinely responds to requests for proposals or bid invitations in consultation with its local distributors. The Company’s products have been selected by the United States General Services Administration as an approved source for certain federal and defense agencies. The Company intends to continue to pursue government contracting opportunities.

The towing and recovery equipment industry places heavy marketing emphasis on product exhibitions at national and regional trade shows. In order to focus its marketing efforts and to control marketing costs, the Company has reduced its participation in regional trade shows and now concentrates its efforts on five of the major trade shows each year. The Company works with its distributor network to concentrate on various regional shows.

Financial Services

The Company’s Financial Services Group provides financial services to towing and recovery equipment distributors and towing service companies. The Company offers floor plan financing to distributors and purchase and lease financing to towing service operators. In addition to financing services, the Financial Services Group now provides extended warranties and related services to purchasers of the Company’s products.

The Company has business relationships with various retail financing institutions (the "Lenders") to jointly market financing of the Company’s products. As part of these relationships, the Company, through its owned and independent distributors, originates lease and loan financing for its end-consumers, and the Lenders provide the financing and servicing of the leases and loans. In return for the Company’s marketing activities, the Lenders pay a fee based on amounts financed.

The Company expects to capitalize on its strong existing relationships with its distributors and their customers and its reputation for reliable service to develop the Financial Services Group.

Product Warranties and Insurance

The Company offers a 12-month limited manufacturer’s product and service warranty on its wrecker and car carrier products. The Company’s warranty generally provides for repair or replacement of failed parts or components. Warranty service is usually performed by the Company or an authorized distributor. Management believes that the Company maintains adequate general liability and product liability insurance.

Backlog

The Company produces virtually all of its products to order. The Company’s backlog is based upon customer purchase orders that the Company believes are firm. The level of backlog at any particular time, however, is not an appropriate indicator of the future operating performance of the Company. Certain purchase orders are subject to cancellation by the customer upon notification. Given the Company’s production and delivery schedules management believes that the current backlog represents less than three months of production.

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Competition

The towing and recovery equipment manufacturing industry is highly competitive for sales to distributors and towing operators. Management believes that competition in the towing and recovery equipment industry is a function of product quality and innovation, reputation, technology, customer service, product availability and price. The Company competes on the basis of each of these criteria, with an emphasis on product quality and innovation and customer service. Management also believes that a manufacturer’s relationship with distributors is a key component of success in the industry. Accordingly, the Company has invested substantial resources and management time in building and maintaining strong relationships with distributors. Management also believes that the Company’s products are regarded as high quality within their particular price points. The Company’s marketing strategy is to continue to compete primarily on the basis of quality and reputation rather than solely on the basis of price, and to continue to target the growing group of professional towing operators who as end-users recognize the quality of the Company’s products.

Traditionally, the capital requirements for entry into the towing and recovery manufacturing industry have been relatively low. Management believes a manufacturer’s capital resources and access to technological improvements have become a more integral component of success in recent years. Accordingly, management believes that the Company’s ownership of patents on certain of the industry’s leading technologies has given it a competitive advantage. Certain of the Company’s competitors may have greater financial and other resources and may provide more attractive dealer and retail customer financing alternatives than the Company.

Employees

At April 30, 2001, the Company employed approximately 1,043 people in its towing and recovery equipment manufacturing and distribution operations. None of the Company’s employees is covered by a collective bargaining agreement, though its employees in France and England have certain similar rights provided by their respective government’s employment regulations. The Company considers its employee relations to be good.

TOWING SERVICES - ROADONE

In February 1997, the Company formed its towing services division, RoadOne, to begin building a national towing service network. RoadOne has become a leading towing service company with operations at over 150 locations in 23 states. RoadOne’s corporate offices are located in Ooltewah, Tennessee.

The Company’s strategy is to build brand loyalty among towing service customers by emphasizing consistently high quality and dependable service from multiple locations throughout a broad geographic area. The Company intends to market these services to organizations with widely dispersed fleets of vehicles that would benefit from a single source provider.

Services Provided

Services provided by RoadOne include towing and recovery and specialized transportation services. RoadOne’s towing and recovery services primarily involve providing road-side assistance to disabled vehicles which allows such vehicles to proceed under their own power, or towing disabled or abandoned vehicles to a location designated by the customer. RoadOne derives revenue from towing and recovery services based on distance, time or fixed charges and from storage services based on daily fees. These services are primarily provided to commercial entities, such as fleet operators, automobile dealers, repair shops, automobile leasing companies, and automobile auction companies; public entities such as municipalities, police, sheriff and highway patrol departments, colleges and universities, and toll-road departments; motor clubs; and individual motorists.

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 RoadOne conducts lien and salvage sales of certain vehicles in conjunction with its towing and recovery services. RoadOne also provides limited environmental clean-up services in some areas.

RoadOne’s specialized transportation services primarily involve transporting new and used vehicles, construction equipment and industrial equipment. RoadOne derives revenue from transport services based on distance, time or fixed charges. These services are primarily provided to automobile leasing companies, automobile auction companies, automobile dealers, fleet operators, construction companies, and industrial manufacturers.

Towing, Recovery and Road Services

Commercial. RoadOne provides commercial road services to a broad range of commercial customers, including automobile dealers and repair shops. RoadOne typically charges a flat fee and a mileage premium for these towing services. Commercial road services also include towing and recovery of heavy-duty trucks, recreational vehicles, buses and other large vehicles, typically for commercial fleet operators. RoadOne charges an hourly rate based on the towing vehicle used for these specialized services. RoadOne also provides private impound towing services to commercial customers, such as shopping centers, retailers and hotels, which engage RoadOne to tow vehicles that are parked illegally on their property.

Municipal. RoadOne also provides towing and recovery services to public entities such as municipalities and police, sheriff and highway patrol departments. In a limited number of markets, RoadOne provides municipal freeway towing service to local transit districts and other transportation agencies through patrolling a preset route on heavily-used freeways and towing or otherwise assisting disabled vehicles. These services are in some cases provided under contracts, typically for terms of five years or less, that are terminable for material breach and are typically subject to competitive bidding upon expiration. In other cases, RoadOne provides these services without a long-term contract. Whether pursuant to a contract or an ongoing relationship, these services are generally provided by RoadOne for a designated geographic area, or shared with one or more other companies on a rotation basis.

Motor Club. RoadOne provides towing and recovery services under contract to national motor clubs for the disabled vehicles of their members. Roadside assistance is provided and, if necessary, vehicles are towed to repair facilities for a flat fee paid by either the individual motorist or the motor club.

Consumer Towing and Recovery. RoadOne provides towing and recovery services to individual motorists for their disabled vehicles. Roadside assistance is provided and, if necessary, vehicles are towed to repair facilities for a flat fee paid by the individual motorist.

Lien and Salvage Sales. In conjunction with providing towing and recovery services, vehicles may be towed to a Company facility where the vehicle is impounded and placed in storage. Such a vehicle will remain in storage until its owner pays the towing fee, which is typically based on an hourly charge, and any daily storage fees to the Company, as well as any fines due to law enforcement agencies. If the vehicle is not claimed within a period prescribed by law (typically between 30 and 90 days), RoadOne may complete lien proceedings and sell the vehicle at auction or to a scrap metal facility, depending on the value of the vehicle.

Specialized Transportation

Construction Equipment. RoadOne provides construction equipment transport services to construction companies, contractors, municipalities and equipment leasing companies for mobile cargo such as cranes, bulldozers, forklifts and other heavy construction equipment. Service fees are based on the vehicle used and the distance traveled.

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Industrial Equipment. RoadOne provides industrial equipment transport services to manufacturing companies, construction companies, contractors, municipalities and equipment leasing companies for immobile cargo such as engines, industrial generators and heavy construction materials. Service fees may be based on the vehicle used and the distance traveled or may be determined using an hourly rate based on the towing vehicle used for these specialized services.

New and Used Automobile. RoadOne provides automobile transport services to leasing companies, automobile dealers, automobile auction companies, long-distance transporters, brokers and individuals. Services typically are provided as needed by particular customers and charged according to pre-set rates based on mileage. RoadOne provides transport services for dealers with used cars coming off lease and who transfer new cars from one region to another based on demand. The Company also provides local collection and delivery support to long-haul automobile transporters.

Dispatch Systems

RoadOne currently dispatches its towing and recovery and specialized transportation services via existing local dispatch systems operated by its individual subsidiaries. Some of these subsidiaries utilize computerized positioning systems which identify and track vehicle location and status in a localized area. RoadOne intends to continue to use these existing dispatch systems, while developing and implementing a national computerized dispatch system that will more efficiently support its national, regional and local customers in allocating and utilizing assets on every level.

Affiliate Program

In order to offer a nationwide towing service, the Company has established an affiliate program under which independent professional towers who meet the Company’s criteria provide towing services under the RoadOne name as "affiliates." RoadOne affiliated companies offered many of the benefits of owned companies, such as product rebates, lower costs for financing and insurance, quantity buying advantages, national marketing strength and driver training. As of July 23, 2001, the Company had over 2,600 signed agreements with RoadOne affiliates in all 50 states, Puerto Rico and six provinces in Canada.

Competition

Historically, the towing service industry has been highly fragmented, with an estimated 30,000 professional towing operators in the United States. The Company believes that having towing service operations in may locations will foster brand loyalty among towing service customers through an emphasis on consistently high quality and dependable service from multiple locations over a broad geographic area. The Company expects to market these services to organizations with widely dispersed fleets of vehicles that would benefit from a single source provider. However, the size of the towing service industry will mean that the Company’s operations will face continued competition from many operators across the country. These operators could be consolidated by other companies, individuals or entities, or they could enter into affiliate relationships with other companies. In addition, the Company’s presence in the towing service industry presents the risk that it could be viewed as being in competition with other customers of the Company.

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Employees

At April 30, 2001, the Company employed approximately 2,135 people at RoadOne. None of the Company’s RoadOne employees are covered by a collective bargaining agreement. The Company considers its employee relations to be good.

PATENTS AND TRADEMARKS

The development of the underlift parallel linkage and L-arms in 1982 is considered one of the most innovative developments in the wrecker industry in the last 25 years. This technology is significant primarily because it allows the damage-free towing of newer aerodynamic vehicles made of lighter weight materials. Patents for this technology were granted to an operating subsidiary of the Company in 1987 and 1989. These patents expire in mid-year 2004. This technology, particularly the L-arms, is used in a majority of the commercial wreckers today. Management believes that utilization of such devices without a license is an infringement of the Company’s patents. The Company has successfully litigated infringement lawsuits in which the validity of the Company’s patents on this technology was upheld, and successfully settled other lawsuits. The Company also holds a number of other utility and design patents covering other products, including the “Eagle-Claw” hook up system, the Vulcan “scoop” wheel-retainer and the car carrier anti-tilt device. The Company has also obtained the rights to use and develop certain technologies owned or patented by others. Pursuant to the terms of a consent judgment entered into in 2000 with the Antitrust Division of the U.S. Department of Justice, the Company is required to offer non-exclusive royalty-bearing licenses to certain of the Company’s key patents to all tow truck and car carrier manufacturers.

The Company’s trademarks "Century," "Holmes," "Champion, "Challenger," "Formula I," "Eagle Claw Self-Loading Wheellift," "Pro Star," "Street Runner," "Vulcan," and "RoadOne" among others, are registered with the United States Patent and Trademark Office. Management believes that the Company’s trademarks are well-recognized by dealers, distributors and end-users in their respective markets and are associated with a high level of quality and value.

GOVERNMENT REGULATIONS AND ENVIRONMENTAL MATTERS

The Company’s operations are subject to federal, state and local laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Management believes that the Company is in substantial compliance with all applicable federal, state and local provisions relating to the protection of the environment. The costs of complying with environmental protection laws and regulations has not had a material adverse impact on the Company’s financial condition or results of operations in the past and is not expected to have a material adverse impact in the future.

The Company is also subject to the Magnuson-Moss Warranty Federal Trade Commission Improvement Act which regulates the description of warranties on products. The description and substance of the Company’s warranties are also subject to a variety of federal and state laws and regulations applicable to the manufacturing of vehicle components. Management believes that continued compliance with various government regulations will not materially affect the operations of the Company.

The Financial Services Group is subject to regulation under various federal, state and local laws which limit the interest rates, fees and other charges that may be charged by it or prescribe certain other terms of the financing documents that it enters into with its customers. Management believes that the additional administrative costs of complying with these regulations will not materially affect the operations of the Company.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Name	Age	Position with the Company
William G. Miller	54	Chairman of the Board
Jeffrey I. Badgley	49	President, Chief Executive Officer and Director
Frank Madonia	52	Executive Vice President, Secretary and General Counsel
J. Vincent Mish	50	Vice President, Chief Financial Officer and President of Financial Services Group

William G. Miller has served as Chairman of the Board since April 1994. Mr. Miller served as Chief Executive Officer of the Company from April 1994 to June 1997, as Co-Chief Executive Officer of the Company from June 1997 to November 1997, and as President of the Company from April 1994 to June 1996. He served as Chairman of Miller Group, Inc., from August 1990 through May 1994, as its President from August 1990 to March 1993, and as its Chief Executive Officer from March 1993 until May 1994. Prior to 1987, Mr. Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye Inc. and The Signal Companies, Inc.

Jeffrey I. Badgley has served as Chief Executive Officer of the Company since November 1997, as President since June 1996, and as a director since January 1996. Mr. Badgley served as Co-Chief Executive Officer of the Company from June 1997 to November 1997, as Chief Operating Officer of the Company from June 1996 to June 1997 and as Vice-President of the Company from April 1994 to June 1996. In addition, Mr. Badgley serves as President of Miller Industries Towing Equipment Inc. Mr. Badgley served as Vice President - Sales of Miller Industries Towing Equipment Inc. from 1988 to 1996. Mr. Badgley served as Vice President - Sales and Marketing of Challenger Wrecker Mfg., Inc., from 1982 until joining Miller Industries Towing Equipment Inc.

Frank Madonia has served as Executive Vice President, General Counsel and Secretary of the Company since September 1998. From April 1994 to September 1998 Mr. Madonia served as Vice President, General Counsel and Secretary of the Company. Mr. Madonia served as Secretary and General Counsel to Miller Industries Towing Equipment Inc. since its acquisition by Miller Group in 1990. From July 1987 through April 1994, Mr. Madonia served as Vice President, General Counsel and Secretary of Flow Measurement. Prior to 1987, Mr. Madonia served in various legal and management positions for United States Steel Corporation, Neptune International Corporation, Wheelabrator-Frye Inc., The Signal Companies, Inc. and Allied-Signal Inc. In addition, Mr. Madonia is registered to practice before the United States Patent and Trademark Office.

J. Vincent Mish is a certified public accountant and has served as Chief Financial Officer and Treasurer of the Company since June 1999, a position he also held from April 1994 through September 1996. He also has served as President of the Financial Services Group since September 1996 and as a Vice President of the Company since April 1994. Mr. Mish served as Vice President and Treasurer of Miller Industries Towing Equipment Inc. since its acquisition by Miller Group in 1990. From February 1987 through April 1994, Mr. Mish served as Vice President and Treasurer of Flow Measurement. Mr. Mish worked with Touche Ross & Company (now Deloitte and Touche) for over ten years before serving as Treasurer and Chief Financial Officer of DNE Corporation from 1982 to 1987. Mr. Mish is a member of the American Institute of Certified Public Accountants and the Tennessee, Georgia and Michigan Certified Public Accountant societies.

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ITEM 2.          PROPERTIES

The Company operates four manufacturing facilities in the United States. The facilities are located in (i) Ooltewah, Tennessee, (ii) Hermitage, Pennsylvania, (iii) Mercer, Pennsylvania, and (iv) Greeneville, Tennessee. The Ooltewah plant, containing approximately 242,000 square feet, produces light and heavy duty wreckers; the Hermitage plant, containing approximately 95,000 square feet, produces car carriers; the Mercer plant, which was acquired in December 1997, contains approximately 110,000 square feet, produces car carriers and light duty wreckers; and the Greeneville plant, containing approximately 102,000 square feet, primarily produces car carriers.

The Company operates two foreign manufacturing facilities located in the Lorraine region of France, which contain, in the aggregate, approximately 100,000 square feet, and one in Norfolk, England, which contains approximately 30,000 square feet.

Management believes that its existing manufacturing facilities will allow the Company to meet anticipated demand for its products.

In connection with its towing service companies, the Company has acquired or entered into leases for property at over 150 locations in 23 states. These facilities are utilized as offices for administrative and dispatch operations, garages for repair and upkeep of towing vehicles, and lots for storage and impounding of towed cars. RoadOne’s corporate offices are housed in the manufacturing plant in Ooltewah, Tennessee.

ITEM 3.          LEGAL PROCEEDINGS

The Company is, from time to time, a party to litigation arising in the normal course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the financial position or results of operations of the Company.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders of the Registrant during the fourth quarter of the fiscal year covered by this Report.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Registrant’s Common Stock is traded on the New York Stock Exchange ("NYSE") under the symbol "MLR." The following table sets forth the quarterly range of high and low sales prices for the Common Stock for the period from May 1, 1999 through April 30, 2001.

	High	Low
Fiscal Year Ended April 30, 2000
First Quarter	$ 5.88	$ 2.75
Second Quarter	$ 3.25	$ 2.06
Third Quarter	$ 3.75	$ 1.75
Fourth Quarter	$ 5.13	$ 2.88
Fiscal Year Ended April 30, 2001
First Quarter	$ 3.88	$ 1.25
Second Quarter	$ 2.00	$ 0.88
Third Quarter	$ 1.75	$ 0.44
Fourth Quarter	$ 1.50	$ 0.70

The approximate number of holders of record and beneficial owners of Common Stock as of July 24, 2001 was 1,874 and 10,000, respectively.

The Company has never declared cash dividends on the Common Stock. The Company intends to retain its earnings to finance the expansion of its business and does not anticipate paying cash dividends in the foreseeable future. Any future determination as to the payment of cash dividends will depend upon such factors as earnings, capital requirements, the Company’s financial condition, restrictions in financing agreements and other factors deemed relevant by the Board of Directors. The payment of dividends by the Company is restricted by its revolving credit facility.

ITEM 6.          SELECTED FINANCIAL DATA

The following table sets forth the selected consolidated financial data of the Company, which should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and with the Company’s Consolidated Financial Statements and Notes thereto. The selected consolidated financial data for the years ended April 30, 1997, 1998, 1999, 2000 and 2001 have been derived from the consolidated financial statements of the Company audited by Arthur Andersen LLP, independent public accountants.

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MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA

	Years Ended April 30,
	2001	2000	1999	1998	1997
	(In thousands, except per share data)
Statements of Operations Data:
Net sales	$ 495,462	$ 582,129	$ 526,195	$ 397,513	$ 292,456
Costs and expenses:
Costs of operations	422,944	489,986	435,691	319,453	238,625
Selling, general, and administrative expenses	65,392	81,669	75,081	49,410	30,192
Special charges(1)	-	82,896	-	4,100	-
Interest expense, net	16,734	14,029	10,945	3,699	682
Total costs and expenses	505,070	668,580	521,717	376,662	269,499
(Loss) income before income taxes	(9,608)	(86,451)	4,478	20,851	22,957
Income taxes	(3,174)	(13,308)	2,272	8,186	8,436
Net (loss) income	$ (6,434)	$ (73,143)	$ 2,206	$ 12,665	$ 14,521
Basic net (loss) income per common share:	$ (0.14)	$ (1.57)	$ 0.05	$ 0.28	$ 0.37
Weighted average common shares outstanding	46,709	46,694	46,338	44,559	39,565
Diluted net (loss) income per common share:	$ (0.14)	$ (1.57)	$ 0.05	$ 0.27	$ 0.35
Weighted average common & potential dilutive        shares outstanding	46,709	46,694	47,266	46,201	41,454
Balance Sheet Data (at period end):
Working capital	$ 91,314	$ 103,801	$ 121,449	$ 104,774	$ 61,980
Total assets	281,287	323,694	392,480	329,730	215,297
Long-term obligations, less current portion	99,121	119,319	133,850	95,778	11,282
Common shareholders’ equity (deficit)	106,533	113,821	187,303	180,236	138,783
Special charges include asset impairment charges of $76,855 and costs for the rationalization of the towing services segment of $6,041 in fiscal 2000. Basic and diluted net income per common share and the weighted average number of common and potential dilutive common shares outstanding are computed after giving retroactive effect to the 2-for-1 stock split effected on September 30, 1996 and the 3-for-2 stock split effected on December 30, 1996.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition of the Company should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

GENERAL

Under the Company’s accounting policies, sales are recorded when equipment is shipped to independent distributors or other customers. While the Company manufactures only the bodies of wreckers, which are installed on truck chassis manufactured by third parties, the Company sometimes purchases the truck chassis for resale to its customers. Sales of Company-purchased truck chassis are included in net sales. Margins are substantially lower on completed recovery vehicles containing Company-purchased chassis because the markup over the cost of the chassis is nominal. Revenue from Company owned distributors is recorded at the time equipment is shipped to customers or services are rendered. The towing services division recognizes revenue at the time services are performed.

The Company’s net sales have historically been lower in its first quarter when compared to the prior quarter due in part to decisions by purchasers of light duty wreckers to defer wrecker purchases near the end of the chassis model year. The Company’s net sales have historically been relatively stronger in its fourth quarter due in part to sales made at the largest towing and recovery equipment trade show.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of the consolidated statements of operations expressed as a percentage of net sales.

	Years Ended April 30,
	2001	2000	1999
Towing and Recovery Equipment Segment
Net Sales	100.0%	100.0%	100.0%
Costs and expenses:
Costs of operations	87.2%	86.4%	86.6%
Selling, general, and administrative	9.3%	8.9%	9.1%
Special charges	0.0%	2.1%	0.0%
Interest expense, net	3.0%	2.0%	1.5%
Total costs and expenses	99.5%	99.4%	97.2%
Income before income taxes	0.5%	0.6%	2.8%
Towing Services Segment
Net sales	100.0%	100.0%	100.0%
Costs and expenses:
Costs of operations	82.3%	80.4%	75.7%
Selling, general, and administrative	19.9%	23.3%	24.1%
Special charges	0.0%	36.1%	0.0%
Interest expense, net	4.1%	3.0%	3.0%
Total costs and expenses	106.3%	142.8%	102.8%
Income (loss) before income taxes	(6.3%)	(42.8%)	(2.8%)

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Year Ended April 30, 2001 Compared to Year Ended April 30, 2000

Net sales for the year ended April 30, 2001 decreased 14.9% to $495.5 million from $582.1 million for the comparable period in 2000. Net sales in the towing and recovery equipment segment decreased 16.3% to $313.2 million from $374.2 million for the comparable period in 2000 as demand for the Company’s towing and recovery equipment continued to be negatively impacted by the cost pressures facing its customers. Net sales in the towing services segment decreased 12.4% to $182.3 million from $207.9 million for the comparable period in 2000 due primarily to the disposition of 11 underperforming markets during fiscal 2001, as well as declines in revenues of certain other underperforming markets.

Costs of operations for the Company as a percentage of net sales increased to 85.4% for the year ended April 30, 2001 compared to 84.2% for the comparable prior year. In the towing and recovery equipment segment, costs of operations as a percentage of sales increased from 86.4% to 87.2%. The increase as a percentage of net sales was primarily the result of declines in sales volume as discussed above. In the towing services segment, costs of operations as a percentage of net sales increased to 82.3% for the year ended April 30, 2001 from 80.4% for the comparable prior period. The increase as a percentage of net sales is due to declines in revenue coupled with increased labor and fuel cost. The increase was offset partially by a reduction in insurance costs due to favorable claims and a return of premium.

Selling, general, and administrative costs decreased 19.9% to $65.4 million from $81.7 million for the comparable period of fiscal 2000. In the towing and recovery equipment segment, selling, general, and administrative expenses for fiscal 2001 decreased 12.9% to $29.0 million from $33.3 million in fiscal 2000. As a percentage of sales these costs increased slightly from 8.9% in fiscal 2000 to 9.3% in fiscal 2001. In the towing services segment, selling, general, and administrative expenses for the year ended April 30, 2001 decreased 24.9% to $36.3 million from $48.4 million. As a percentage of sales these costs decreased from 23.3% in 2000 to 19.9% in 2001. The decrease as a percentage of sales is primarily the result of company-wide cost reduction efforts implemented in late fiscal 2000 and the first quarter of fiscal 2001.

During the second quarter of fiscal 2000, the Company recorded special charges of $6.0 million for the further rationalization of its towing services operations. These charges include the cost of early termination of certain employment contracts and facility leases, as well as losses on the disposal of certain excess equipment and other property-related charges.

The Company periodically reviews the carrying amount of the long-lived assets and goodwill in both its towing services and towing equipment businesses to determine if those assets may be recoverable based upon the future operating cash flows expected to be generated by those assets. As a result of such review during the fourth quarter of fiscal 2000, the Company concluded that projected cash flows from certain Company towing services markets and certain equipment distributors were not fully recoverable. Accordingly, the Company recorded one-time, non-cash impairment charges of $69.1 million and $7.7 million in its towing services and towing and recovery equipment segments, respectively.

Net interest expense increased $2.7 million to $16.7 from $14.0 million for fiscal 2000 primarily due to higher interest rates on the Company’s line of credit facility.

Income taxes are accounted for on a consolidated basis and are not allocated by segment. The effective rate of the provision for income taxes was (33.0%) for fiscal 2001 and (15.4)% for fiscal 2000. The difference is due primarily to the impact of lower earnings and impairment charges related to non-deductible goodwill.

The towing services segment reported an operating loss for the fiscal year of $3.9 million compared to a loss of $7.6 million, before impairment and other special charges, the previous fiscal year.  The loss was due to the results of operations in underperforming markets prior to their disposition.  During fiscal 2001 the Company continued its efforts to reduce expenses in this segment.  As part of these efforts, the Company disposed of 11 markets during fiscal 2001 and one market segment subsequent to April 30, 2001.  The Company continues to investigate financial alternatives with respect to the overall towing services segment to enhance shareholder value.

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Year Ended April 30, 2000 Compared to Year Ended April 30, 1999

Net sales for the year ended April 30, 2000 increased 10.6% to $582.1 million from $526.2 for the comparable period in 1999. Net sales in the towing and recovery equipment segment increased 9.2% to $374.2 million from $342.7 million for the comparable period in 1999. The increase in net sales was primarily the result of higher unit sales of chassis and wreckers. Sales of new products, including multi-car carriers and slide axle trailers, also contributed to the increase in sales for this segment. Net sales in the towing services segment increased 13.3% to $207.9 million from $183.5 million for the comparable period in 1999. The increase in net sales was primarily the result of (i) the inclusion of a full year of sales of towing services companies acquired in fiscal 1999, and (ii) the inclusion since the acquisition dates in fiscal 2000 of sales from towing services companies acquired via purchase transactions.

Costs of operations for the Company as a percentage of net sales increased to 84.2% for the year ended April 30, 2000 compared to 82.8% for the comparable prior year. In the towing and recovery equipment segment, costs of operations as a percentage of net sales decreased slightly from 86.6% to 86.4%. In the towing services segment, costs of operations as a percentage of net sales increased to 80.4% for the year ended April 30, 2000 from 75.7% for the comparable prior period. Increases were due to increased labor costs of the towing operations along with associated benefits costs, and increased fuel and other vehicle costs.

Selling, general, and administrative costs increased 8.8% to $81.7 million from $75.1 million for the comparable period of fiscal 1999. In the towing and recovery equipment segment, selling, general, and administrative expenses for fiscal 2000 increased 7.4% to $33.3 million from $31.0 million in fiscal 1999 primarily due to higher sales volume. As a percentage of net sales these costs decreased slightly from 9.1% in fiscal 1999 to 8.9% in fiscal 2000. In the towing services segment, selling, general, and administrative expenses for the year ended April 30, 2000 increased 9.8% to $48.4 million from $44.1 million due to an increased revenue base. As a percentage of net sales these costs decreased from 24.1% in 1999 to 23.3% in 2000. The decrease as a percentage of net sales is primarily the result of cost reduction efforts on a segment-wide basis.

During the second quarter of fiscal 2000, the Company recorded special charges of $6.0 million for the further rationalization of its towing services operations. These charges include the cost of early termination of certain employment contracts and facility leases, as well as losses on the disposal of certain excess equipment and other property-related charges.

The Company periodically reviews the carrying amount of the long-lived assets and goodwill in both its towing services and towing and recovery equipment segments to determine if the carrying value of such assets may be recoverable based upon the future operating cash flows expected to be generated by those assets. In the fourth quarter of fiscal 2000, the Company began a review of strategic alternatives for its towing services operations including the possible disposal of its operations in certain markets. In connection with this review, the Company performed an evaluation of the carrying value of its long-lived assets, including goodwill. This evaluation indicated that projected undiscounted cash flows in certain of the Company's towing services markets and certain towing and recovery equipment were not sufficient to fully recover the carrying value of its goodwill and certain other long-lived assets related to such operations. Accordingly, the Company recorded one-time, non-cash impairment charges of $69.1 million and $7.7 million in its towing services and towing and recovery equipment segments, respectively.

Net interest expense increased $3.1 million to $14.0 from $10.9 million for fiscal 1999 primarily due to higher interest rates on the Company’s line of credit facility.

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Income taxes are accounted for on a consolidated basis and are not allocated by segment. The effective rate of the provision for income taxes was (15.4)% for fiscal 2000 and 50.7% for fiscal 1999. The difference is due primarily to the impact of lower earnings and impairment charges related to non-deductible goodwill.

The towing services segment reported an operating loss before impairment and other special charges of $7.6 million for the fiscal year, compared with operating income of $0.4 million in the prior fiscal year. This loss was primarily due to continued poor performance in a portion of this segment’s markets, as well as an increase in certain costs of operating, most significantly fuel expenses. The Company  accelerated its efforts to aggressively reduce expenses in its towing services segment at the corporate level, as well as in the field. The Company also considered all alternatives to bring its underperforming towing services markets to an acceptable level of profitability, including the possible disposition of certain such assets. The Company continues to investigate all financial alternatives with respect to the overall towing services segment in order to enhance shareholder value.

 LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary capital requirements are for working capital, debt service, and capital expenditures. The Company has financed its operations and growth from internally generated funds and debt financing and, since August 1994, in part from the proceeds from its initial public offering and its subsequent public offerings completed in January 1996 and November 1996. The net proceeds of the public offerings were used to repay long-term debt, including that of acquired companies, redeem cumulative preferred stock of a wholly owned subsidiary, increase working capital, provide funds for capital expenditures, acquisition of businesses, and other general corporate purposes.

Cash provided by operating activities was $21.9 million for the year ended April 30, 2001 as compared to $8.5 million for the comparable period of 2000. The cash provided by operating activities in fiscal 2001 was primarily the result of decreases in accounts receivable and inventories, as well as cash generated from operations in fiscal 2001.

Cash provided by investing activities was $8.3 million for the year ended April 30, 2001 compared to $7.6 million used in investing activities for the comparable period in 2000. The cash provided by investing activities was primarily from the sales of equipment, businesses and other long-term assets in the Company’s towing services segment.

Cash used in financing activities was $29.1 million for the year ended April 30, 2001 compared to $4.0 million for the year ended April 30, 2000. The cash was primarily used to reduce long-term debt obligations of $26.0 million.

At April 30, 2001, the Company had a credit facility of $119.0 million (the “Credit Facility”), which consists of a revolving credit facility of $100.0 million and $19.0 million of borrowings under a term loan. The Credit Facility is used for working capital and other general corporate purposes. At the end of fiscal 2001, $100.0 million was outstanding under the Credit Facility. Under the terms of the Credit Facility agreement, total availability is based on a formula of eligible accounts receivable, inventory, and fixed assets.

Borrowings under the revolving credit facility bear interest at LIBOR plus an applicable margin that varies from 2.50% to 4.75% based on a pricing grid that is a function of the ratio of the Company’s debt to earnings before income taxes, depreciation, and amortization (9.21% at April 30, 2001). Borrowings under the term loan bear interest at LIBOR plus 8.00% (12.46% at April 30, 2001). The Company is required to pay certain fees on the unused portion of the credit facility and the outstanding balance of the term loan.

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The Credit Facility is secured by all assets of the Company, including real property, equipment and vehicles. The Credit Facility contains restrictions on capital expenditures, requirements related to monthly collateral reporting, maintaining minimum quarterly levels of earnings before income taxes, depreciation, and amortization, and limits on the ratio of total funded indebtedness to earnings before income taxes, depreciation, and amortization.

The Credit Facility requires that there be certain mandatory prepayments of the Credit Facility and reductions of the revolving credit facility if the Company or any of its subsidiaries make certain asset dispositions, debt offerings or equity offerings. The Credit Facility also requires that the Company retain a financial advisor, which it engaged during the second quarter of fiscal 2001, to advise in the evaluation of possible sales of assets.

In July 2001, the Company entered into a new four year senior secured credit facility with a syndicate of lenders to replace the Credit Facility. As a part of this agreement, the Credit Facility was reduced with proceeds from the new senior facility and amended to provide for a $14.0 million subordinated secured facility. The new senior facility consists of a $102.0 million revolving credit facility and an $8.0 million term loan. Availability under the revolving credit facility is based on a formula of eligible accounts receivable, inventory and fleet vehicles. Borrowings under the term loan are secured by the Company’s property, plant and equipment. The Company is required to make monthly amortization payments on the term loan of $167,000. The senior facility bears interest at the option of the Company at either the rate of LIBOR plus 2.75% or prime rate (as defined) plus 0.75% on the revolving portion and LIBOR plus 3.0% or prime rate (as defined) plus 1.00% on the term portion.

The new senior credit facility matures in July, 2005 and is secured by substantially all the assets of the Company. The new credit facility contains requirements related to maintaining minimum excess availability at all times and minimum quarterly levels of earnings before income taxes, depreciation and amortization (as defined) and a minimum quarterly fixed charge coverage ratio (as defined). In addition, the facility contains restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisitions, distributions and transfers and sales of assets. The new senior credit facility also contains requirements related to weekly and monthly collateral reporting.

The new subordinated secured facility is by its terms expressly subordinated only to the new senior secured credit facility. The subordinated credit facility matures in July, 2003 and bears interest at 6.0% over the prime rate. The Company is required to make quarterly amortization payments on the term loan of $875,000 beginning not later than May, 2002 provided that certain conditions are met, including satisfying a fixed charge coverage ratio test and a minimum availability limit. The subordinated facility is secured by certain specified assets of the Company and by a second priority lien and security interest in substantially all other assets of the Company. The facility contains requirements for certain fees to be paid at six month intervals beginning in January, 2002 based on the outstanding balance of the facility at the time. The facility also contains provisions for the issuance of warrants for up to 0.5% of the outstanding shares of the Company’s common stock in July, 2002 and up to an additional 1.5% in July, 2003. The number of warrants which may be issued would be reduced pro rata as the balance of the subordinated facility is reduced.

The new subordinated secured credit facility contains requirements for the maintenance of certain financial covenants and imposes restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisitions, distributions and transfers and sales of assets.

22

On July 25, 2001, the Company borrowed $85.0 million under the new senior credit facility ($77.0 million under the revolving credit facility and $8.0 million under the term loan) and $14.0 million under the subordinated secured facility. The proceeds of these borrowings were used to repay amounts outstanding under the Credit Facility in their entirety.

The Company’s board of directors has approved a share repurchase plan under which the Company may repurchase up to 2,000,000 shares of its common stock from time to time until September 30, 2001 subject to the approval of the Company’s lenders. All shares purchased under the plan during fiscal 1999 (500,000 shares at a cost of $2.3 million) were reissued as consideration for towing services companies acquired prior to April 30, 1999. No shares were repurchased in fiscal 2000 or fiscal 2001.

Recent Accounting Pronouncements

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, is effective for fiscal years beginning after June 15, 2000. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. As the Company does not have any derivative instruments as of April 30, 2001, there will be no impact of adoption at the Company’s effective date of May 1, 2001.

In September 2000, the Emerging Issues Task Force (“EITF”) of the Financial Accounting Standards Board (“FASB”) reached a final consensus on Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs”. EITF 00-10 is effective for fiscal year 2001 and addresses the income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The Company classifies shipping and handling costs billed to the customer as revenues and costs incurred related to shipping and handling as cost of sales, which is in accordance with the consensus in EITF 00-10.

In June 2001, the FASB issued SFAS No. 141, “Business Combinations" and SFAS No. 142 “Goodwill and Other Inangible Assets" (collectively the “Standards"). The Standards will be effective for fiscal years beginning after December 15, 2001. Companies with fiscal years beginning after March 15, 2001 may early adopt, but only as of the beginning of that fiscal year and only if all existing goodwill is evaluated for impairment by the end of that fiscal year. SFAS No. 141 will require companies to recognize acquired identifiable intangible assets separately from goodwill if control over the future economic benefits of the asset results from contractual or other legal rights or the intangible asset is capable of being separated or divided and sold, transferred, licensed, rented, or exchanged. The Standards will require the value of a separately identifiable intangible asset meeting any of the criteria to be measured at its fair value. SFAS No. 142 will require that goodwill not be amortized and that amounts recorded as goodwill be tested for impairment. Upon adoption of SFAS No. 142, goodwill will be reduced if it is found to be impaired. Annual impairment tests will have to be performed at the lowest level of an entity that is a business and that can be distinguished, physically and operationally and for internal reporting purposes, from the other activities, operations, and assets of the entity. The Company will not early adopt these standards, thus there will be no financial statement impact on fiscal year 2002. Based on the current levels of goodwill, the adoption of the Standards in fiscal 2003 would decrease annual amortization expense by approximately $1.5 million through the elimination of goodwill amortization. However, the Company has not yet determined the impact of the new goodwill impairment standards.

23

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is included in Part IV, Item 14 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information contained under the headings “PROPOSAL 1: ELECTION OF DIRECTORS" and “COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934" in the definitive Proxy Statement used in connection with the solicitation of proxies for the Registrant’s Annual Meeting of Shareholders to be filed with the Commission, is hereby incorporated herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information relating to the executive officers of the Registrant is included in Item 1 of this Report.

ITEM 11.  EXECUTIVE COMPENSATION

The information contained under the heading “EXECUTIVE COMPENSATION" in the definitive Proxy Statement used in connection with the solicitation of proxies for the Registrant’s Annual Meeting of Shareholders to be filed with the Commission, is hereby incorporated herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information relating to the executive officers of the Registrant is included in Item 1 of this Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained under the heading “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the definitive Proxy Statement used in connection with the solicitation of proxies for the Registrant’s Annual Meeting of Shareholders to be filed with the Commission, is hereby incorporated herein by reference.

For purposes of determining the aggregate market value of the Registrant’s voting stock held by nonaffiliates, shares held by all current directors and executive officers of the Registrant have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be "affiliates" of the Registrant as defined by the Securities and Exchange Commission.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

24

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)          The following documents are filed as part of this Report:

1.                Financial Statements

Description	Page Number in Report
Report of Independent Public Accountants	F-2
Consolidated Balance Sheets as of April 30, 2001 and 2000	F-3
Consolidated Statements of Operations for the years ended April 30, 2001, 2000, and 1999	F-5
Consolidated Statements of Shareholders’ Equity for the years ended April 30, 2001, 2000, and 1999	F-6
Consolidated Statements of Cash Flows for the years ended April 30, 2001, 2000, and 1999	F-7

2.            Financial Statement Schedules

The following Financial Statement Schedule for the Registrant is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements:

Description	Page Number in Report
Report of Independent Public Accountants	S-1
Schedule II - Valuation and Qualifying Accounts	S-2
All schedules, except those set forth above, have been omitted since the information required is included in the financial statements or notes or have been omitted as not applicable or not required.

25

3.            Exhibits

The following exhibits are required to be filed with this Report by Item 601 of Regulation S-K:

	Description	Incorporated by Reference to Registration File Number	Form or Report	Date of Report	Exhibit Number in Report
3.1	Charter of the Registrant (composite conformed copy)	-	10-K	April 30, 1998	3.1
3.2	Bylaws of the Registrant	33-79430	S-1	August 1994	3.2
10.1	Settlement Letter dated April 27, 1994 between Miller Group, Inc. and the Management Group	33-79430	S-1	August 1994	10.7
10.5	Participants Agreement dated as of April 30, 1994 between the Registrant, Century Holdings, Inc., Century Wrecker Corporation, William G. Miller and certain former shareholders of Miller Group, Inc.	33-79430	S-1	August 1994	10.11
10.20	Technology Transfer Agreement dated March 21, 1991 between Miller Group, Inc., Verducci, Inc. and Jack Verducci	33-79430	S-1	August 1994	10.26
10.21	Form of Noncompetition Agreement between the Registrant and certain officers of the Registrant	33-79430	S-1	August 1994	10.28
10.22	Form of Nonexclusive Distributor Agreement	33-79430	S-1	August 1994	10.31
10.23	Miller Industries, Inc. Stock Option and Incentive Plan**	33-79430	S-1	August 1994	10.1
10.24	Form of Incentive Stock Option Agreement**	33-79430	S-1	August 1994	10.2
10.25	Miller Industries, Inc. Cash Bonus Plan**	33-79430	S-1	August 1994	10.3
10.26	Miller Industries, Inc. Non-Employee Director Stock Option Plan**	33-79430	S-1	August 1994	10.4

26 

	Description	Incorporated by Reference to Registration File Number	Form or Report	Date of Report	Exhibit Number in Report
10.27	Form of Director Stock Option Agreement**	33-79430	S-1	August 1994	10.5
10.28	Employment Agreement dated October 14, 1993 between Century Wrecker Corporation and Jeffrey I. Badgley**	33-79430	S-1	August 1994	10.29
10.29	First Amendment to Employment Agreement between Century Wrecker Corporation and Jeffrey I. Badgley**	33-79430	S-1	August 1994	10.33
10.30	Form of Employment Agreement between Registrant and each of Messrs. Madonia and Mish**	-	Form 10-K	April 30, 1995	10.37
10.31	First Amendment to Miller Industries, Inc. Non-Employee Director Stock Option Plan**	-	Form 10-K	April 30, 1995	10.38
10.32	Second Amendment to Miller Industries, Inc. Non-Employee Director Stock Option Plan**	-	Form 10-K	April 30, 1996	10.39
10.33	Second Amendment to Miller Industries, Inc. Stock Option and Incentive Plan**	-	Form 10-K	April 30, 1996	10.40
10.34	Employment Agreement dated July 8, 1997 between the Registrant and William G. Miller**	-	Form 10-Q/A	July 31, 1997	10
10.35	Guaranty Agreement Among NationsBank of Tennessee, N.A. and certain subsidiaries of Registrant dated January 30, 1998.	-	Form 10-K	April 30, 1998	10.37
10.36	Stock Pledge Agreement Between NationsBank of Tennessee, N.A. and the Registrant dated January 30, 1998.	-	Form 10-K	April 30, 1998	10.38

 27

	Description	Incorporated by Reference to Registration File Number	Form or Report	Date of Report	Exhibit Number in Report
10.37	Stock Pledge Agreement Between NationsBank of Tennessee, N.A. and the certain subsidiaries of the Registrant dated January 30, 1998.	-	Form 10-K	April 30, 1998	10.39
10.40	Form of Indemnification Agreement dated June 8, 1998 by and between the Registrant and each of William G. Miller, Jeffrey I. Badgley, A. Russell Chandler, Paul E. Drack, Frank Madonia, J. Vincent Mish, Richard H. Roberts, and Daniel N. Sebastian**	-	Form 10-Q	September 14, 1998	10
10.41	Employment Agreement between the Registrant and Jeffrey I. Badgley, dated September 11, 1998**	-	Form 10-Q	December 15, 1998	10.1
10.42	Employment Agreement between the Registrant and Frank Madonia, dated September 11, 1998**	-	Form 10-Q	December 15, 1998	10.3
10.50	Agreement between the Registrant and Jeffrey I. Badgley, dated September 11, 1998**	-	Form 10-Q	December 15, 1998	10.4
10.51	Agreement between the Registrant and Frank Madonia, dated September 11, 1998**	-	Form 10-Q	December 15, 1998	10.6
10.60	Credit Agreement among Bank of America, N.A., The CIT Group/Business Credit, Inc. and Registrant and its subsidiaries dated July 23, 2001*
10.61	Security Agreement among the Registrant and its subsidiaries, The CIT Group/Business Credit, Inc. and Bank of America, N.A. dated July 23, 2001*

28

	Description	Incorporated by Reference to Registration File Number	Form or Report	Date of Report	Exhibit Number in Report
10.62	Stock Pledge Agreement between Registrant and The CIT Group/Business Credit, Inc. dated July 23, 2001*
10.70	Amended and Restated Credit Agreement among the Registrant, its subsidiary and Bank of America, N.A. dated July 23, 2001*
10.71	Promissory Note among Registrant, its subsidiary and SunTrust Bank dated July 23, 2001*
10.72	Promissory Note among Registrant, its subsidiary and AmSouth Bank dated July 23, 2001*
10.73	Promissory Note among Registrant, its subsidiary and Wachovia Bank, N.A. dated July 23, 2001*
10.74	Promissory Note among Registrant, its subsidiary and Bank of America, N.A. dated July 23, 2001*
10.75	Warrant Agreement dated July 23, 2001*
21	Subsidiaries of the Registrant*
23	Consent of Arthur Andersen LLP*
24	Power of Attorney (see signature page)*

*	Filed herewith.
**	Management contract or compensatory plan or arrangement.

(b)       None.

(c)       The Registrant hereby files as exhibits to this Report the exhibits set forth in Item 14(a)3 hereof.

(d)       The Registrant hereby files as financial statement schedules to this Report the financial statement schedules set forth in Item 14(a)2 hereof.

29

Index to Financial Statements

Report of Independent Public Accountants	F-2
Consolidated Balance Sheets April 30, 2001 And 2000	F-3
Consolidated Statements of Operations
For the Years Ended April 30, 2001, 2000, And 1999	F-4
Consolidated Statements of Shareholders' Equity
For the Years Ended April 30, 2001, 2000, And 1999	F-5
Consolidated Statements of Cash Flows
For the Years Ended April 30, 2001, 2000, And 1999	F-6
Notes To Consolidated Financial Statements
April 30, 2001 and 2000	F-7
Report of Independent Public Accountants
As To Schedule II - Valuation And Qualifying Accounts	S-1
Schedule II - Valuation And Qualifying Accounts	S-2

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Miller Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Miller Industries, Inc. (a Tennessee corporation) AND Subsidiaries as of April 30, 2001 and 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended April 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Miller Industries, Inc. and subsidiaries as of April 30, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended April 30, 2001 in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Chattanooga, Tennessee

July 25, 2001

F-2

MILLER INDUSTRIES, INC. AND SUSBIDIARIES

CONSOLIDATED BALANCE SHEETS

APRIL 30, 2001 AND 2000

(In thousands, except share data)

ASSETS	2001	2000	LIABILITIES AND SHAREHOLDERS' EQUITY	2001	2000
CURRENT ASSETS:			CURRENT LIABILITIES:
Cash and temporary               investments	$ 6,627	$ 5,990	Current portion of long-term obligations	$ 7,213	$ 15,949
Accounts receivable, net of             allowance for doubtful	75,104	90,437	Accounts payable	43,064	46,177
accounts of  $2,853 and			Accrued liabilities and other	25,356	28,428
$6,509 in 2001 and 2000,
respectively			Total current liabilities	75,633	90,554
Inventories, net	67,835	83,604
Deferred income taxes	5,371	5,879
Prepaid expenses and other	12,010	8,445	LONG-TERM OBLIGATIONS, less current portion	99,121	119,319
Total current assets	166,947	194,355
			COMMITMENTS AND CONTINGENCIES (Notes  5, 7, 8 and 10)
PROPERTY, PLANT, AND EQUIPMENT, net	58,564	70,284
			SHAREHOLDERS' EQUITY:
			Preferred stock, $.01 par value; 5,000,000 shares         authorized, none issued or outstanding	0	0
GOODWILL, net	46,736	49,530	Common stock, $.01 par value; 100,000,000 shares      authorized, 46,708,767 and 46,707,135 shares      issued and outstanding at 2001 and 2000, respectively	467	467
			Additional paid-in capital	144,714	144,707
PATENTS, TRADEMARKS, AND      OTHER PURCHASED       PRODUCT RIGHTS, net	834	1,009	Accumulated deficit	(36,509)	(30,075)
			Accumulated other comprehensive loss	(2,139)	(1,278)
OTHER ASSETS	8,206	8,516	Total shareholders' equity	106,533	113,821
	$281,287	$323,694		$281,287	$323,694

The accompanying notes are an integral part of these consolidated balance sheets.

F-3

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED APRIL 30, 2001, 2000, AND 1999

(In thousands, except per share data)

	2001	2000	1999
NET SALES	$ 495,462	$ 582,129	$ 526,195
COSTS AND EXPENSES:
Costs of operations	422,944	489,986	435,691
Selling, general, and administrative expenses	65,392	81,669	75,081
Special charges	0	82,896	0
Interest expense, net	16,734	14,029	10,945
Total costs and expenses	505,070	668,580	521,717
(LOSS) INCOME BEFORE INCOME TAXES	(9,608)	(86,451)	4,478
INCOME TAX (BENEFIT) PROVISION	(3,174)	(13,308)	2,272
NET (LOSS) INCOME	$ (6,434)	$ (73,143)	$ 2,206
NET (LOSS) INCOME PER COMMON SHARE:
Basic	$(0.14)	$(1.57)	$0.05
Diluted	$(0.14)	$(1.57)	$0.05
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	46,709	46,694	46,338
Diluted	46,709	46,694	47,266

The accompanying notes are an integral part of these consolidated statements.

F-4

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED April 30, 2001, 2000, AND 1999
(In thousands, except share data)

	Common Stock	Additional   Paid-In       Capital	Retained     Earnings     (Accumulated Deficit)	Accumulated Other          Comprehensive Loss	Total
BALANCE, April 30, 1998	$ 459	$ 139,480	$ 40,862	$ (565)	$ 180,236
Comprehensive income:
Net income	0	0	2,206	0	2,206
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	0	0	0	(274)	(274)
Comprehensive income	0	0	2,206	(274)	1,932
Exercise of stock options	1	93	0	0	94
Issuance of 1,242,167 common shares in                acquisitions	12	7,368	0	0	7,380
Repurchase of 500,000 common shares	(5)	(2,334)	0	0	(2,339)
BALANCE, April 30, 1999	467	144,607	43,068	(839)	187,303
Comprehensive loss:
Net loss	0	0	(73,143)	0	(73,143)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	0	0	0	(439)	(439)
Comprehensive loss	0	0	(73,143)	(439)	(73,582)
Exercise of stock options	0	100	0	0	100
BALANCE, April 30, 2000	467	144,707	(30,075)	(1,278)	113,821
Comprehensive loss:
Net loss	0	0	(6,434)	0	(6,434)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	0	0	0	(861)	(861)
Comprehensive loss	0	0	(6,434)	(861)	(7,295)
Exercise of stock options	0	7	0	0	7
BALANCE, April 30, 2001	$ 467	$ 144,714	$(36,509)	$(2,139)	$106,533

The accompanying notes are an integral part of these consolidated statements.

F-5

MILLER INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2001, 2000, AND 1999

(In thousands)

	2001	2000	1999
OPERATING ACTIVITIES:
Net (loss) income	$(6,434)	$ (73,143)	$ 2,206
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation and amortization	13,556	17,793	15,500
Asset impairment charges	0	76,855	0
Gain on disposals of property, plant, and equipment	(543)	(713)	(837)
Gain on disposal of other long-term assets	(357)	0	0
Deferred income tax (benefit) provision	(1,202)	(12,730)	5,054
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable	14,712	(10,741)	(10,181)
Inventories	15,032	(6,378)	(6,209)
Prepaid expenses and other	(3,678)	3,580	(9,706)
Other assets	(1,997)	(59)	0
Accounts payable	(3,647)	2,184	12,554
Accrued liabilities and other	(3,571)	11,872	(4,906)
Net cash provided by operating activities	21,871	8,520	3,475
INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired	0	(2,413)	(19,867)
Purchases of property, plant, and equipment	(3,622)	(8,612)	(18,998)
Proceeds from sale of property, plant, and equipment	3,161	3,328	6,606
Proceeds from sale of other long-term assets	3,371	0	0
Proceeds from sale of businesses	5,186	0	0
Payments received on notes receivable	314	86	272
Other	(129)	0	0
Net cash provided by (used in) investing activities	8,281	(7,611)	(31,987)
FINANCING ACTIVITIES:
Net (payments) borrowings under line of credit	(26,000)	1,000	40,000
Payments on long-term obligations	(3,168)	(5,194)	(7,579)
Borrowings under long-term obligations	0	43	405
Repurchase of common stock	0	0	(2,339)
Proceeds from exercise of stock options	7	100	94
Net cash (used in) provided by financing activities	(29,161)	(4,051)	30,581
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND TEMPORARY          INVESTMENTS	(354)	(199)	(105)
NET CHANGE IN CASH AND TEMPORARY INVESTMENTS	637	(3,341)	1,964
CASH AND TEMPORARY INVESTMENTS, beginning of year	5,990	9,331	7,367
CASH AND TEMPORARY INVESTMENTS, end of year	$   6,627	$ 5,990	$ 9,331
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest, net of amounts capitalized	$13,981	$ 13,254	$ 10,433
Cash payments for income taxes	$     690	$ 2,094	$ 5,011

The accompanying notes are an integral part of these consolidated statements.

F-6

MILLER INDUSTRIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2001

1.       ORGANIZATION AND NATURE OF OPERATIONS

Miller Industries, Inc. and subsidiaries (“the Company”) is an integrated provider of vehicle towing and recovery equipment, systems and services. The principal markets for the towing and recovery equipment are independent distributors and users of towing and recovery equipment located primarily throughout the United States, Canada, Europe, Asia, and the Middle East. The Company’s products are marketed under the brand names of Century, Challenger, Holmes, Champion, Eagle, Jige, Boniface, Vulcan, and Chevron. The truck chassis on which towing and recovery equipment are installed are either purchased by Miller or provided by customers.

The Company markets its towing and recovery services in the United States through its wholly-owned subsidiary RoadOne, Inc.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The accompanying consolidated financial statements include the accounts of Miller Industries, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated.

Cash and Temporary Investments

Cash and temporary investments include all cash and cash equivalent investments with original maturities of three months or less, primarily consisting of repurchase agreements.

Fair Value of Financial Instruments

The carrying values of cash and temporary investments, accounts receivable, accounts payable, and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments. The carrying values of long-term obligations are reasonable estimates of their fair values based on the rates available for obligations with similar terms and maturities.

F-7

Inventories

Inventory costs include materials, labor, and factory overhead. Inventories are stated at the lower of cost or market, determined on a first-in, first-out basis. Inventories at April 30, 2001 and 2000 consisted of the following (in thousands):

	2001	2000
Chassis	$ 8,650	$15,757
Raw materials	14,133	16,226
Work in process	10,544	14,487
Finished goods	34,508	37,134
	$67,835	$83,604

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for income tax reporting purposes. Estimated useful lives range from 20 to 30 years for buildings and improvements and 5 to 10 years for machinery and equipment, furniture and fixtures, and software costs. Expenditures for routine maintenance and repairs are charged to expense as incurred. Expenditures related to major overhauls and refurbishments of towing services equipment that extend the related useful lives are capitalized. Internal labor is used in certain capital projects.

Property, plant, and equipment at April 30, 2001 and 2000 consisted of the following (in thousands):

	2001	2000
Land	$ 4,052	$ 4,311
Buildings and improvements	22,444	22,656
Machinery and equipment	58,256	75,320
Furniture and fixtures	9,724	10,224
Software costs	4,707	4,368
Construction in progress	0	591
	99,183	117,470
Less accumulated depreciation	(40,619)	(47,186)
	$58,564	$ 70,284

The Company recognized $9,684,000, $13,898,000, and $12,565,000 in depreciation expense in 2001, 2000, and 1999, respectively.

F-8

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted average number of common and potential dilutive common shares outstanding. Diluted net income per share takes into consideration the assumed exercise of outstanding stock options resulting in approximately 900,000 potential dilutive common shares for the year ended April 30, 1999. Diluted net income per share for fiscal 2001 and 2000 does not assume exercise of any stock options as the effect would be anti-dilutive.

Goodwill and Long-Lived Assets

Goodwill is being amortized on a straight-line basis over periods ranging from 20 to 40 years. The Company periodically evaluates goodwill and long-lived assets for impairment in accordance with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of". SFAS No. 121 requires the carrying value of long-lived assets and certain intangibles be reviewed for impairment when events or circumstances exist that indicate the carrying amount of the related assets may not be recoverable. Accumulated amortization of goodwill was $4,550,000 and $3,073,000 at April 30, 2001 and 2000, respectively. Amortization expense for 2001, 2000, and 1999 was $1,556,000, $2,791,000, and $2,476,000, respectively.

During the fourth quarter of fiscal 2000, the Company wrote-off goodwill and long-lived assets of $7,737,000 associated with the towing and recovery equipment segment, and $69,118,000 associated with the towing services segment in accordance with SFAS No. 121 (see Note 4). Management believes its long-lived assets are appropriately valued following the impairment charges discussed in Note 4.

Patents, Trademarks, and Other Purchased Product Rights

The cost of acquired patents, trademarks, and other purchased product rights is capitalized and amortized using the straight-line method over various periods not exceeding 20 years. Total accumulated amortization of these assets at April 30, 2001 and 2000 was $961,000 and $788,000, respectively. Amortization expense for 2001, 2000, and 1999 was $173,000, $134,000 and $152,000, respectively.

F-9

Deferred Financing Costs

Deferred financing costs are included in other assets and are amortized over the terms of the respective obligations.  Total accumulated amortization of deferred financing costs at April 30, 2001 and 2000 was $2,968,000 and $841,000 respectively.  Amortization expense for 2001, 2000, and 1999 was $2,127,000, $961,000, and $287,000 respectively, and is included in interest expense in the accompanying consolidated statements of operations.

Accrued Liabilities and Other

Accrued liabilities and other consisted of the following at April 30, 2001 and 2000 (in thousands):

	2001	2000
Accrued wages, commissions, bonuses,        and benefits	$12,665	$13,013
Accrued income taxes	635	182
Accrued rationalization charges	2,023	4,459
Other	10,033	10,774
	$25,356	$28,428

Stock-Based Compensation

The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”.  The Company has adopted the disclosure option of SFAS No. 123, “Accounting for Stock-Based Compensation”.  Accordingly, no compensation cost has been recognized for stock option grants since the options have exercise prices equal to the market value of the common stock at the date of grant.

Product Warranty

The Company provides a one-year limited product and service warranty on certain of its products. The Company provides for the estimated cost of this warranty at the time of sale. Warranty expense for 2001, 2000, and 1999 was $2,126,000, $2,079,000, and $1,719,000, respectively.

Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments and trade accounts receivable. The Company places its cash investments with high-quality financial institutions and limits the amount of credit exposure to any one institution. The Company's trade receivables are primarily from independent distributors of towing and recovery equipment and towing service customers, and such receivables are generally not collateralized. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses.

Revenue Recognition

Revenue is recorded by the Company when equipment is shipped to independent distributors or other customers. Revenue from towing services is recognized when services are performed.

F-10

Recent Accounting Pronouncements

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, is effective for fiscal years beginning after June 15, 2000. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivatives fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.  As the Company does not have any derivative instruments as of April 30, 2001, there will be no impact of adoption at the Company’s effective date of May 1, 2001.

In September 2000, the Emerging Issues Task Force ("EITF") of the Financial Accounting Standards Board ("FASB") reached a final consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs".  EITF 00-10 is effective for fiscal year 2001 and addresses the income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The Company classifies shipping and handling costs billed to the customer as revenues and costs incurred related to shipping and handling as cost of sales, which is in accordance with the consensus in EITF 00-10.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets" (collectively the "Standards"). The Standards will be effective for fiscal years beginning after December 15, 2001.  Companies with fiscal years beginning after March 15, 2001 may early adopt, but only as of the beginning of that fiscal year and only if all existing goodwill is evaluated for impairment by the end of that fiscal year. SFAS No. 141 will require companies to recognize acquired identifiable intangible assets separately from goodwill if control over the future economic benefits of the asset results from contractual or other legal rights or the intangible asset is capable of being separated or divided and sold, transferred, licensed, rented, or exchanged. The Standards will require the value of a separately identifiable intangible asset meeting any of the criteria to be measured at its fair value. SFAS No. 142 will require that goodwill not be amortized,  and that amounts recorded as goodwill be tested for impairment. Upon adoption of SFAS No. 142, goodwill will be reduced if it is found to be impaired. Annual impairment tests will have to be performed at the lowest level of an entity that is a business and that can be distinguished, physically and operationally and for internal reporting purposes, from the other activities, operations, and assets of the entity. The Company will not early adopt these standards, thus there will be no financial statement impact in fiscal year 2002.  Based on the current levels of goodwill, the adoption of the Standards in fiscal 2003 would decrease annual amortization expense by approximately $1.5 million through the elimination of goodwill amortization.  However, the Company has not yet determined the impact of the new goodwill impairment standards.

Reclassifications

Certain reclassifications have been made to prior years’ financial information to conform with the 2001 presentation.

F-11

3.       BUSINESS COMBINATIONS

All businesses acquired through April 30, 2001 which were accounted for under the purchase method of accounting are included in the accompanying consolidated financial statements from the dates of acquisition. Any excess of the aggregate purchase price over the estimated fair value of identifiable net assets acquired has been recognized as a component of goodwill in the accompanying consolidated financial statements.

During fiscal 1999, the Company purchased 35 towing services companies for an aggregate purchase price of $29,571,000, which consisted of $21,305,000 in cash, $950,000 in promissory notes and $7,316,000 (1,232,905 shares) of common stock.  The excess of the aggregate purchase price over the estimated fair value of identifiable net assets acquired was approximately $20,058,000.

During fiscal 2000, the Company purchased three towing services companies for an aggregate purchase price of $3,392,000, which consisted of $2,434,000 in cash and $958,000 in promissory notes.  The excess of the aggregate purchase price over the estimated fair value of identifiable net assets acquired was approximately $2,222,000.

The following unaudited pro forma summary combines the results of operations of all 1999 purchase combinations and the Company as if these combinations had occurred at the beginning of fiscal 1999, after giving effect to certain adjustments, including amortization of intangible assets and related income tax effects. The pro forma effect of the fiscal 2000 acquisitions is not material. The pro forma summary does not necessarily reflect the results of operations as they would have been if the Company and these acquisitions had constituted a single entity during these periods (in thousands, except per share data).

 

	1999
	As Reported	Pro Forma (Unaudited)
Net sales	$526,195	$542,167
Net income	$   2,206	$    3,957
Diluted net income per share	$     0.05	$     0.08

4.       SPECIAL CHARGES AND DISPOSITIONS OF TOWING SERVICES ASSETS

During fiscal 2000, the Company recorded special charges for asset impairments and the rationalization of certain operations, as follows (in thousands):

F-12

Impairment of goodwill	$      55,509
Impairment of other long-lived assets	21,346
Rationalization of operations	6,041
	$     82,896

During the second quarter of fiscal 2000, the Company announced plans to rationalize its towing services operations. The Company recorded pretax, special charges of $6,041,000 for costs related to the rationalization. These charges include approximately $4,589,000 for the cost of early termination of certain employment contracts, approximately $857,000 for the cost of early termination of facility leases and $595,000 for losses on the disposal of certain excess equipment and other property-related charges. At April 30, 2001, execution of the rationalization plan was complete and approximately $4,018,000 had been charged against the related reserves. The remaining reserve will be utilized as payments are made under the terms of employment termination agreements and facility leases.

The Company periodically reviews the carrying amount of long-lived assets and goodwill in both its towing services and towing equipment segments to determine if those assets may be recoverable based upon the future operating cash flows expected to be generated by those assets. As a result of such review during the fourth quarter of fiscal 2000, the Company concluded that the carrying value of such assets in certain towing services markets and certain assets within the Company’s towing and recovery equipment segment were not fully recoverable.

An impairment charge of $50,542,000 was recorded in the fourth quarter of 2000 to write-down the goodwill in certain towing services markets to its estimated fair value. Additionally, charges of $18,576,000 were recorded to write-down the carrying value of certain fixed assets (primarily property and equipment) in related markets to estimated fair value. The Company determined fair value for these assets on a market by market basis taking into consideration various factors affecting the valuation in each market.

The Company also reviewed the carrying values of the goodwill associated with certain investments within its towing and recovery equipment segment. This evaluation indicated that the recorded amounts of goodwill for certain of these investments were not fully recoverable. An impairment charge of $4,967,000 was recorded to reduce the carrying amount of the goodwill to estimated fair value. The Company also recorded $2,770,000 of additional costs related to the write-down of the carrying value of other long-lived assets of its towing and recovery equipment segment in the fourth quarter of fiscal 2000.

In fiscal 2001, the Company continued its efforts to reduce expenses in the towing services segment.  As a part of these efforts, the Company disposed of assets in 11 markets during fiscal 2001. Total proceeds from these sales were approximately $5,186,000. No significant gains or losses were realized upon the sale of these assets. Subsequent to April 30, 2001, the Company sold assets in one additional underperforming market, as well as certain other fixed assets, for proceeds of approximately $471,000. The Company continues to investigate financial alternatives with respect to the overall towing services segment.

F-13

5.       LONG-TERM OBLIGATIONS AND LINE OF CREDIT

Long-Term Obligations

Long-term obligations consisted of the following at April 30, 2001 and 2000 (in thousands):

 

	2001	2000
Outstanding borrowings under line of credit	$100,000	$126,000
Mortgage notes payable, weighted average interest rate of 5.61%,
payable in monthly installments, maturing 2003 to 2011	2,568	2,909
Equipment notes payable, weighted average interest rate of 12.51%,
payable in monthly installments, maturing 2002 to 2005	926	3,083
Other notes payable	2,840	3,276
	106,334	135,268
Less current portion	(7,213)	(15,949)
	$ 99,121	$119,319

Certain equipment and manufacturing facilities are pledged as collateral under the mortgage and equipment notes payable.

Line of Credit

At April 30, 2001, the Company had a credit facility of $119.0 million (the "Credit Facility"), which consists of a revolving credit facility of $100.0 million and $19.0 million of borrowings under a term loan. The Credit Facility is used for working capital and other general corporate purposes. At the end of fiscal 2001, $100.0 million was outstanding under the Credit Facility. Under the terms of the Credit Facility agreement, total availability is based on a formula of eligible accounts receivable, inventory, and fixed assets.

Borrowings under the revolving credit facility bear interest at LIBOR plus an applicable margin that varies from 2.50% to 4.75% based on a pricing grid that is a function of the ratio of the Company’s debt to earnings before income taxes, depreciation, and amortization (9.21% at April 30, 2001). Borrowings under the term loan bear interest at LIBOR plus 8.00% (12.46% at April 30, 2001). The Company is required to pay certain fees on the unused portion of the credit facility and the outstanding balance of the term loan.

F-14

The Credit Facility is secured by all assets of the Company, including real property, equipment and vehicles. The Credit Facility contains restrictions on capital expenditures, requirements related to monthly collateral reporting, maintaining minimum quarterly levels of earnings before income taxes, depreciation, and amortization, and limits on the ratio of total funded indebtedness to earnings before income taxes, depreciation, and amortization.

The Credit Facility requires that there be certain mandatory prepayments of the Credit Facility and reductions of the revolving credit facility if the Company or any of its subsidiaries make certain asset dispositions, debt offerings or equity offerings. The Credit Facility also requires that the Company retain a financial advisor, which it engaged during the second quarter of fiscal 2001, to advise in the evaluation of possible sales of assets.

In July 2001, the Company entered into a new four year senior secured credit facility with a syndicate of lenders to replace the Credit Facility. As a part of this agreement, the Credit Facility was reduced with proceeds from the new senior facility and amended to provide for a $14.0 million subordinated secured facility. The new senior facility consists of a $102.0 million revolving credit facility and an $8.0 million term loan. Availability under the revolving credit facility is based on a formula of eligible accounts receivable, inventory and fleet vehicles. Borrowings under the term loan are secured by the Company’s property, plant and equipment.  The Company is required to make monthly amortization payments on the term loan of  $167,000. The senior facility bears interest at the option of the Company at either the rate of LIBOR plus 2.75% or prime rate (as defined) plus 0.75% on the revolving portion and LIBOR plus 3.0% or prime rate (as defined) plus 1.00% on the term portion.

The new senior credit facility matures in July, 2005 and is secured by substantially all the assets of the Company. The new credit facility contains requirements related to maintaining minimum excess availability at all times and minimum quarterly levels of earnings before income taxes, depreciation and amortization (as defined) and a minimum quarterly fixed charge coverage ratio (as defined). In addition, the facility contains restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisition, distributions and transfers and sales of assets. The new senior credit facility also contains requirements related to weekly and monthly collateral reporting.

The new subordinated secured facility is by its terms expressly subordinated only to the new senior secured credit facility. The subordinated credit facility matures in July, 2003 and bears interest at 6.0% over the prime rate. The Company is required to make quarterly amortization payments on the term loan of $875,000 beginning not later than May, 2002 provided that certain conditions are met, including satisfying a fixed charge coverage ratio test and a minimum availability limit. The subordinated facility is secured by certain specified assets of the Company and by a second priority lien and security interest in substantially all other assets of the Company. The facility contains requirements for certain fees to be paid at six month intervals beginning in January, 2002 based on the outstanding balance of the facility at the time. The facility also contains provisions for the issuance of warrants for up to 0.5% of the outstanding shares of the Company’s common stock in July, 2002 and up to an additional 1.5% in July, 2003. The number of warrants which may be issued would be reduced pro rata as the balance of the subordinated facility is reduced.

F-15

The new subordinated secured credit facility contains requirements for the maintenance of certain financial covenants and imposes restrictions on capital expenditures, incurrence of indebtedness, mergers and acquisitions, distributions and transfers and sales of assets.

On July 25, 2001, the Company borrowed $85.0 million under the new senior credit facility ($77.0 million under the revolving credit facility and $8.0 million under the term loan) and $14.0 million under the subordinated secured facility. The proceeds of these borrowings were used to repay amounts outstanding under the Credit Facility in their entirety.

After adjustment for the terms of the new senior secured credit agreement and the subordinated secured facility, future maturities of long-term obligations at April 30, 2001 are as follows (in thousands):

 

2002	$ 7,213
2003	8,230
2004	13,165
2005	2,372
2006	74,681
Thereafter	673

6.       Stock-based compensation plans

In accordance with the Company's stock-based compensation plans, the Company may grant incentive stock options as well as non-qualified and other stock-related incentives to officers, employees, and non-employee directors of the Company. Options vest ratably over a two to four-year period beginning on the grant date and expire ten years from the date of grant. Shares available for granting options at April 30, 2001 and 2000 were approximately 1.6 million and 0.5 million, respectively.

A summary of the activity of stock options during 2001, 2000, and 1999 is presented below (shares in thousands):

	2001		2000		1999
	Shares   Under   Option	Weighted  Average   Exercise  Price	Shares   Under   Option	Weighted    Average    Exercise Price	Shares   Under   Option	Weighted   Average   Exercise   Price
Outstanding at Beginning of Year	5,062	$6.53	5,166	$7.43	4,146	$ 7.97
Granted	498	1.22	800	2.92	1,238	6.44
Exercised	(3)	2.33	(39)	2.55	(34)	2.48
Forfeited	(1,602)	9.44	(865)	8.74	(184)	11.18
Outstanding at End of Year	3,955	$4.68	5,062	$6.53	5,166	$ 7.43
Options exercisable at year end	2,947	$5.16	3,337	$6.55	2,683	$ 6.18
Weighted average fair value of options        granted		$0.72		$1.90		$ 3.15

F-16

A summary of options outstanding under the Company's stock-based compensation plans at April 30, 2001 is presented below (shares in thousands):

 

Exercise Price Range			Shares Under Option	Weighted Average Exercise Price of Options Outstanding	Weighted Average Remaining Life	Options Exercisable	Weighted Average Exercise Price of Shares Exercisable
$ 0.63	-	$ 3.50	1,934	$ 2.07	6.0	1,258	$ 2.31
3.78	-	5.48	911	4.07	5.3	787	4.06
5.75	-	7.75	530	6.98	6.7	357	6.94
8.79	-	12.88	397	11.10	5.5	391	11.11
$ 13.50	-	$16.81	183	$14.82	6.2	154	$14.84
Total			3,955	$ 4.68	5.9	2,947	$ 5.16

For SFAS No. 123 purposes, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for grants in 2001, 2000, and 1999, respectively: expected dividend yield of 0%; expected volatility of 71%, 59%, and 52%; risk-free interest rate of 6.10%, 6.13%, and 5.23%; and expected lives of 5.5 years. Using these assumptions, the fair value of options granted in 2001, 2000, and 1999 is approximately $300,000, $1,259,000, and $3,255,000, respectively, which would be amortized as compensation expense over the vesting period of the options.

Had compensation cost for 2001, 2000, and 1999 stock option grants been determined based on the fair value at the grant dates consistent with the method prescribed by SFAS No. 123, the Company's net income and net income per share would have been adjusted to the pro forma amounts indicated below:

	2001	2000	1999
Net (loss) income (in thousands):
As reported	$(6,434)	$(73,143)	$2,206
Pro forma	(8,217)	(75,739)	(614)
Basic net (loss) income per share:
As reported	$(0.14)	$ (1.57)	$0.05
Pro forma	(0.18)	(1.62)	(0.01)
Diluted net (loss) income per share:
As reported	$(0.14)	$ (1.57)	$0.05
Pro forma	(0.18)	(1.62)	(0.01)

7.       LEASE COMMITMENTS

The Company has entered into various operating leases for buildings, office equipment, and trucks. Rental expense under these leases was $13,753,000, $14,612,000, and $11,633,000, for 2001, 2000, and 1999, respectively.

F-17

At April 30, 2001, future minimum lease payments under non-cancelable operating leases for the next five fiscal years are as follows (in thousands):

2002	$10,156
2003	7,486
2004	4,550
2005	3,212
2006	1,917

 

8.       LITIGATION

The Company is, from time to time, a party to litigation arising in the normal course of business. The ultimate disposition of such matters cannot be determined presently, but, in the opinion of management, based in part on the advice of legal counsel, will not have a material adverse effect on the financial position or results of operations of the Company.

9.       INCOME TAXES

Deferred tax assets and liabilities are determined based on the differences between the financial and tax bases of existing assets and liabilities using the currently enacted tax rates in effect for the year in which the differences are expected to reverse.

The (benefit) provision for income taxes consisted of the following for 2001, 2000, and 1999 (in thousands):

	2001	2000	1999
Current:
Federal	$(2,172)	$(2,550)	$(2,855)
State	0	1,400	(336)
Foreign	200	572	409
	(1,972)	(578)	(2,782)
Deferred:
Federal	$(899)	$(11,278)	4,498
State	(360)	(1,327)	529
Foreign	57	(125)	27
	(1,202)	(12,730)	5,054
	$(3,174 )	$(13,308)	$2,272

F-18

The principal differences between the federal statutory tax rate and the consolidated effective tax rate for 2001, 2000, and 1999 were as follows:

	2001	2000	1999
Federal statutory tax rate	(34.0)%	(34.0)%	34.0%
State taxes, net of federal tax benefit	0.0	0.0	4.0
Non-deductible goodwill amortization	3.7	16.3	17.2
Other	(2.7)	2.3	(4.5)
Effective tax rate	(33.0)%	(15.4)%	50.7%

Deferred income tax assets and liabilities for 2001 and 2000 reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting and income tax reporting purposes. Temporary differences and carry forwards which give rise to deferred tax assets and liabilities at April 30, 2001 and 2000 are as follows (in thousands):

	2001	2000
Deferred tax assets:
Allowance for doubtful accounts	$     724	$ 1,020
Accruals and reserves	4,526	5,500
Net operating loss carry forward	12,482	7,884
Deductible goodwill impaired	948	2,296
Other	1,667	842
	20,347	17,542
Deferred tax liabilities:
Property, plant, and equipment	7,433	5,203
Other	2,386	3,013
Total deferred tax liabilities	9,819	8,216
Net deferred tax asset	$10,528	$ 9,326

10.    SALE OF FINANCE RECEIVABLES

In April 1997, the Company entered into an agreement to sell certain finance receivables to a third party leasing company for $24,596,000. An additional $3,861,000 was sold in October 1997. The resulting gain on these sales did not have a material impact on the Company's consolidated financial statements.

The agreement contingently obligates the Company to indemnify the leasing company for any losses it incurs up to specified amounts in the event the lessee defaults. The Company believes that any equipment returned as a result of lessee defaults could be sold to third parties at amounts approximating the debt obligations under the leases. The Company's aggregate potential liability under the agreement as of April 30, 2001 and 2000 was $301,000 and $1,542,000, respectively. Management believes its reserves for such recourse provisions are adequate to cover its exposures under the agreement.

F-19

11.     PREFERRED STOCK

The Company has authorized 5,000,000 shares of undesignated preferred stock which can be issued in one or more series. The terms, price, and conditions of the preferred shares will be set by the board of directors. No shares have been issued.

12.     EMPLOYEE BENEFIT PLANS

During 1996, the Company established a contributory retirement plan for all full-time employees with at least 90 days of service. Effective January 1, 1999, the Company split the plan into two identical plans by operating segment. These plans are designed to provide tax-deferred income to the Company's employees in accordance with the provisions of Section 401(k) of the Internal Revenue Code.

These plans provide that each participant may contribute up to 15% of his or her salary. The Company matches 33.33% of the first 3% of participant contributions. Matching contributions vest over a period of five years. Company contributions to the plans were not significant in 2001, 2000, and 1999.

13.     STOCK REPURCHASE PLAN

The Company’s board of directors approved a share repurchase plan that commenced during fiscal 1998 under which the Company may repurchase up to 2,000,000 shares of its common stock from time to time until September 30, 2001. All shares purchased under the plan during fiscal 1999 (500,000 shares at a cost of $2.3 million) were reissued as consideration for towing service companies acquired prior to April 30, 1999. No shares were repurchased during fiscal 2001 and 2000.

F-20

14.     SEGMENT INFORMATION

The Company operates in two principal operating segments: (i) towing and recovery equipment and (ii) towing services. The accounting policies of the reportable segments are the same as those described in Note 2. Management evaluates the performance of its operating segments separately to individually monitor the different factors affecting performance. The Company measures the performance of its operating segments based on net sales, operating income, and profit or loss before taxes. Income taxes are managed on a Company-wide basis.

	Towing and Recovery Equipment	Towing Services	Eliminations	Consolidated
	(In Thousands)
2001
Net sales-external	$313,207	$182,255	$             0	$495,462
Net sales-intersegment	746	0	(746)	0
Depreciation and amortization	4,747	6,686	0	11,433
Operating income (loss)	11,017	(3,945)	54	7,126
Interest expense, net	9,252	7,482	0	16,734
Income (loss) before income taxes	1,765	(11,427)	54	(9,608)
Capital expenditures	1,604	2,018	0	3,622
Total Assets	248,886	96,332	(63,931)	281,287
2000
Net sales-external	$374,187	$207,942	$             0	$582,129
Net sales-intersegment	385	0	(385)	0
Depreciation and amortization	4,082	12,750	0	16,832
Asset impairments and other non-recurring charges	7,737	75,159	0	82,896
Operating income (loss)	10,356	(82,728)	(50)	(72,422)
Interest expense, net	7,821	6,208	0	14,029
Income (loss) before income taxes	2,534	(88,935)	(50)	(86,451)
Capital expenditures	4,108	4,504	0	8,612
Total assets	271,300	112,040	(59,646)	323,694
1999
Net sales-external	$342,651	$183,544	$            0	$ 526,195
Net sales-intersegment	4,850	0	(4,850)	0
Depreciation and amortization	3,566	11,647	0	15,213
Operating income	15,417	430	(424)	15,423
Interest (income) expense, net	5,439	5,506	0	10,945
Income (loss) before income taxes	9,977	(5,075)	(424)	4,478
Capital expenditures	7,170	11,828	0	18,998
Total assets	257,959	187,084	(52,563)	392,480

Total net sales to foreign countries were not significant in 2001, 2000, and 1999. Total assets located in foreign countries were not significant at April 30, 2001, 2000, and 1999.

F-21

15.    QUARTERLY FINANCIAL INFORMATION (unaudited)

The following is a summary of the unaudited quarterly financial information for the years ended April 30, 2001 and 2000 (in thousands, except per share data):

	Net Sales	Operating Income		Net Income (Loss)		Basic Net Income (Loss) Per Share	Diluted Net Income (Loss) Per Share
Year ended April 30, 2001:
First quarter	127,152	$794		$(2,094)		$(0.04)	$(0.04)
Second quarter	129,680	1,905		(1,830)		(0.04)	(0.04)
Third quarter	119,197	2,474		(1,325)		(0.03)	(0.03)
Fourth quarter	119,433	1,953		(1,185)		(0.03)	(0.03)
Total	$495,462	$7,126		$(6,434)		$(0.14)	$(0.14)
Year ended April 30, 2000:
First quarter	$134,445	$ 5,378		$     1,444		$0.03	$  0.03
Second quarter	148,889	1,005	(a)	(1,151)	(a)	(0.02)	(0.02)
Third quarter	146,368	2,521		(904)		(0.02)	(0.02)
Fourth quarter	152,427	(81,326)	(b)	(72,532)	(b)	(1.56)	(1.56)
Total	$582,129	$(72,422)		$ (73,143)		$(1.57)	$(1.57)

1. The fiscal 2000 second quarter results reflect a special charge of approximately $6,041,000 related to the rationalization of operations in the Company’s towing services segment (see Note 4).

2. The fiscal 2000 fourth quarter results reflect asset impairments and other special charges totaling $76,855,000 as discussed in Note 4.

F-22

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

AS TO SCHEDULE II -

VALUATION AND QUALIFYING ACCOUNTS

To Miller Industries, Inc.

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Miller Industries, Inc. and subsidiaries included in this Form 10-K and have issued our report thereon dated July 25, 2001. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index is the responsibility of the Company’s management and is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ARTHUR  ANDERSEN LLP

 /s/ Arthur Andersen LLP          

Chattanooga, Tennessee
July 25, 2001

S-1

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

	Balance at Beginning of Period	Charged to Expenses	Charged to Other	Accounts Written Off	Balance at End of Period
	(In Thousands)
Year ended April 30, 1999:     Deduction from asset accounts:        Allowance for doubtful accounts	$2,117	2,123	175(a)	(713)	$3,702
Year ended April 30, 2000:     Deduction from asset accounts:        Allowance for doubtful accounts	$3,702	4,956	59(a)	(2,208)	$6,509
Year ended April 30, 2001:     Deduction from asset accounts:        Allowance for doubtful accounts	$6,509	3,845	(265)(b)	(7,236)	$2,853

1. The other addition to the allowance for doubtful accounts results from the acquisitions in fiscal 1999 and 2000 which were accounted for under the purchase method of accounting.

2. The other reduction to the allowance for doubtful accounts results from the dispositions of towing services markets in fiscal 2001.

S-2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of July, 2001.

MILLER INDUSTRIES, INC.

By:  /s/ Jeffrey I. Badgley

       Jeffrey I. Badgley, President,
       Chief Executive Officer and Director

Know all men by these presents, that each person whose signature appears below constitutes and appoints Jeffrey I. Badgley as attorney-in-fact, with power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on the 30th day of July, 2001.

Signature	Title
/s/ William G. Miller                                         William G. Miller	Chairman of the Board of Directors
/s/ Jeffrey I. Badgley                                       Jeffrey I. Badgley	President, Chief Executive Officer and Director
/s/ J. Vince Mish                                               J. Vincent Mish	Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ A. Russell Chandler, III                               A. Russell Chandler, III	Director
/s/ Paul E. Drack                                                Paul E. Drack	Director
/s/ Richard H. Roberts                                      Richard H. Roberts	Director

EXHIBIT INDEX

Exhibit	Description
10.60	Credit Agreement among Bank of America, N.A., The CIT Group/Business Credit, Inc. and Registrant and its subsidiaries dated July 23, 2001
10.61	Security Agreement among the Registrant and its subsidiaries, The CIT Group/Business Credit, Inc. and Bank of America, N.A. dated July 23, 2001
10.62	Stock Pledge Agreement between Registrant and The CIT Group/Business Credit, Inc. dated July 23, 2001
10.70	Amended and Restated Credit Agreement among the Registrant, its subsidiary and Bank of America, N.A. dated July 23, 2001
10.71	Promissory Note among Registrant, its subsidiary and SunTrust Bank dated July 23, 2001
10.72	Promissory Note among Registrant, its subsidiary and AmSouth Bank dated July 23, 2001
10.73	Promissory Note among Registrant, its subsidiary and Wachovia Bank, N.A. dated July 23, 2001
10.74	Promissory Note among Registrant, its subsidiary and Bank of America, N.A. dated July 23, 2001
10.75	Warrant Agreement dated July 23, 2001
21	Subsidiaries of the Registrant
23	Consent of Arthur Andersen LLP
24	Power of Attorney (see signature page)

EX-10.60 3 creagrt.htm EXH. 10.60 - CREDIT AGREEMENT - JULY 23, 2001

CREDIT AGREEMENT

Dated as of July __, 2001

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

BANK OF AMERICA, N.A.

as the Administrative Agent, Syndication Agent, Existing Titled
Collateral Agent and Letter of Credit Issuer

and

THE CIT GROUP/BUSINESS CREDIT, INC.

as the Collateral Agent

and

Miller Industries, Inc. and its Subsidiaries

as the Borrowers

TABLE OF CONTENTS

Section	Page
ARTICLE 1 LOANS AND LETTERS OF CREDIT	2
1.1 Total Facility	2
1.2 Revolving Loans	2
1.3 Term Loans	6
1.4 Letters of Credit	7
1.5 Bank Products	11
ARTICLE 2 INTEREST AND FEES	11
2.1 Interest	11
2.2 Continuation and Conversion Elections	12
2.3 Maximum Interest Rate	13
2.4 Closing and Other  Fees	14
2.5 Unused Line Fee	14
2.6 Letter of Credit Fee	14
ARTICLE 3 PAYMENTS AND PREPAYMENTS	14
3.1 Revolving Loans	14
3.2 Reduction and Termination of Facility	15
3.3 Repayment of the Term Loans	16
3.4 Prepayments of the Loans	16
3.5 LIBOR Rate Loan Prepayments	17
3.6 Payments by the Borrowers	17
3.7 Payments as Revolving Loans	18
3.8 Apportionment, Application and Reversal of Payments	18
3.9 Indemnity for Returned Payments	18
3.10 Collateral Agents’ and Lenders’ Books and Records; Monthly Statements	19
3.11 Borrowers’ Agent	19
3.12 Joint and Several Liability	20
3.13 Obligations Absolute	20
3.14 Waiver of Suretyship Defenses	21
3.15 Contribution and Indemnification among the Borrowers	21
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY	22
4.1 Taxes	22
4.2 Illegality	23
4.3 Increased Costs and Reduction of Return	23
4.4 Funding Losses	24
4.5 Inability to Determine Rates	24
4.6 Certificates of the Collateral Agent	25
4.7 Survival	25
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES	25
5.1 Books and Records	25
5.2 Financial Information	25
5.3 Notices to the Lenders	28
5.4 Subordinated Debt Certificate	30
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS	31
6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	31

i

6.2 Validity and Priority of Security Interest	31
6.3 Organization and Qualification	32
6.4 Corporate Name; Prior Transaction2	32
6.5 Subsidiaries and Affiliates	32
6.6 Financial Statements and Projections	32
6.7 Capitalization	33
6.8 Solvency	33
6.9 Debt	33
6.10 Distributions	33
6.11 Real Estate; Leases	33
6.12 Proprietary Rights	33
6.13 Trade Names	34
6.14 Litigation	34
6.15 Labor Disputes	34
6.16 Environmental Laws	34
6.17 No Violation of Law	34
6.18 No Default	35
6.19 ERISA Compliance	35
6.20 Taxes	36
6.21 Regulated Entities	36
6.22 Use of Proceeds; Margin Regulations	36
6.23 Copyrights, Patents, Trademarks and Licenses, etc.	36
6.24 No Material Adverse Effect	37
6.25 Full Disclosure	37
6.26 Material Agreements	37
6.27 Bank Accounts	37
6.28 Governmental Authorization	37
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS	37
7.1 Taxes and Other Obligations	38
7.2 Legal Existence and Good Standing	38
7.3 Compliance with Law and Agreements; Maintenance of Licenses	38
7.4 Maintenance of Property; Inspection of Property	38
7.5 Insurance	39
7.6 Insurance and Condemnation Proceeds	40
7.7 Environmental Laws	41
7.8 Compliance with ERISA	42
7.9 Mergers, Consolidations or Sales	43
7.10 Distributions; Capital Change; Restricted Investments	44
7.11 Transactions Affecting Collateral or Obligations	44
7.12 Guaranties	44
7.13 Debt	44
7.14 Prepayment; Amendments	45
7.15 Transactions with Affiliates	45
7.16 Investment Banking and Finder’s Fees	45
7.17 Business Conducted	46
7.18 Liens	46
7.19 Sale and Leaseback Transactions	46
7.20 New Subsidiaries	46
7.21 Fiscal Year	46
7.22 Capital Expenditures	46
7.23 Fixed Charge Coverage Ratio	46
7.24 EBITDA	46

ii

7.25 Minimum Excess Availability	47
7.26 Use of Proceeds	47
7.27 Hedge Agreements	47
7.28 Banking Relationships	48
7.29 Repurchase and Chassis Floorplan Agreements	48
7.30 Billing and Collections	48
7.31 Further Assurances	48
ARTICLE 8 CONDITIONS OF LENDING	48
8.1 Conditions Precedent to Making of Loans on the Closing Date	48
8.2 Conditions Precedent to Each Loan	51
ARTICLE 9 DEFAULT; REMEDIES	52
9.1 Events of Default	52
9.2 Remedies	55
ARTICLE 10 TERM AND TERMINATION	56
10.1 Term and Termination	56
ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS	57
11.1 Amendments and Waivers	57
11.2 Assignments; Participations	58
ARTICLE 12 THE AGENTS	60
12.1 Appointment and Authorization	60
12.2 Delegation of Duties	61
12.3 Liability of the Collateral Agent	61
12.4 Reliance by the Collateral Agent	61
12.5 Notice of Default	62
12.6 Credit Decision	62
12.7 Indemnification	62
12.8 Agent in Individual Capacity	63
12.9 Successor Collateral Agent	63
12.10 Withholding Tax	63
12.11 Collateral Matters	65
12.12 Restrictions on Actions by Lenders; Sharing of Payments	66
12.13 Agency for Perfection	67
12.14 Payments by the Collateral Agent to Lenders	67
12.15 Settlement	67
12.16 Letters of Credit; Intra-Lender Issues	70
12.17 Concerning the Collateral and the Related Loan Documents	72
12.18 Field Audit and Examination Reports; Disclaimer by Lenders	73
12.19 Relation Among Lenders	73
12.20 Co-Agents	74
ARTICLE 13 MISCELLANEOUS	75
13.1 No Waivers; Cumulative Remedies	75
13.2 Severability	75
13.3 Governing Law; Choice of Forum; Service of Process	76
13.4 WAIVER OF JURY TRIAL	76
13.5 Survival of Representations and Warranties	77
13.6 Other Security and Guaranties	77
13.7 Fees and Expenses	77

iii

13.8 Notices	78
13.9 Waiver of Notices	80
13.10 Binding Effect	80
13.11 Indemnity of the Agents and the Lenders by the Borrowers	80
13.12 Limitation of Liability	81
13.13 Final Agreement	81
13.14 Counterparts	82
13.15 Captions	82
13.16 Right of Setoff	82
13.17 Confidentiality	82
13.18 Conflicts with Other Loan Documents	83

iv

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A - DEFINED TERMS

EXHIBIT A - FORM OF BORROWING BASE CERTIFICATE

EXHIBIT B - FORM OF NOTICE OF BORROWING

EXHIBIT C - FINANCIAL STATEMENTS

EXHIBIT D - FORM OF NOTICE OF CONTINUATION/CONVERSION

EXHIBIT E - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

EXHIBIT F - FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 1.1 - LENDERS’ COMMITMENTS (ANNEX A - DEFINED TERMS)

SCHEDULE 6.3 - ORGANIZATION AND QUALIFICATIONS

SCHEDULE 6.4 - PRIOR NAMES / TRANSACTIONS

SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES

SCHEDULE 6.7 - CAPITALIZATION

SCHEDULE 6.9 - DEBT

SCHEDULE 6.11 - REAL ESTATE; LEASES

SCHEDULE 6.12 - PROPRIETARY RIGHTS

SCHEDULE 6.13 - TRADE NAMES

SCHEDULE 6.14 - LITIGATION

SCHEDULE 6.15 - LABOR DISPUTES

SCHEDULE 6.16 - ENVIRONMENTAL LAW

SCHEDULE 6.26 - MATERIAL AGREEMENTS

SCHEDULE 6.27 - BANK ACCOUNTS

SCHEDULE 7.10 - EXISTING INVESTMENTS

SCHEDULE 7.15 - AFFILIATE TRANSACTIONS

SCHEDULE 7.18 - PERMITTED LIENS

v/

CREDIT AGREEMENT

This Credit Agreement, dated as of July 23, 2001, (this "Agreement") among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank of America, N.A., as administrative agent, syndication agent and existing titled collateral agent (in such capacity, the "Administrative Agent", "Syndication Agent" and "Existing Titled Collateral Agent") and as Letter of Credit Issuer, The CIT Group/Business Credit, Inc., as collateral agent for the Lenders (in such capacity, the "Collateral Agent"; the Administrative Agent, the Syndication Agent, the Existing Titled Collateral Agent and the Collateral Agent, collectively, the "Agents" and, individually, an "Agent"), and Miller Industries, Inc., a Tennessee corporation ("Parent"), and each of the other Miller Borrowers and Road One Borrowers, as such terms are hereafter defined (Parent and the other Miller Borrowers and Road One Borrowers, collectively, "Borrowers", and, individually, a "Borrower").

W I T N E S S E T H:

WHEREAS, the Borrowers have requested the Lenders to make available to the Borrowers a credit facility on the terms set forth herein, which credit facility the Borrowers will use for the purposes permitted hereunder; and

WHEREAS, in order to utilize the financial powers of the Borrowers in the most efficient and economical manner, and in order to facilitate the financing of the Borrowers’ working capital needs, the Lenders will, at the request of the Borrowers, extend financial accommodations to the Borrowers based on the combined borrowing bases of the Miller Borrowers and the RoadOne Borrowers in accordance with the provisions set forth in this Agreement; and

WHEREAS, the Borrowers’ business is a mutual and collective enterprise and the Borrowers believe that the consolidation of all loans and other financial accommodations under this Agreement will enhance the aggregate borrowing powers of the Borrowers and facilitate the administration of their loan relationship with the Agents and the Lenders, all to the mutual advantage of the Borrowers; and

WHEREAS, each Borrower acknowledges that it will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the other Borrowers as provided in this Agreement, by virtue of the Borrowers’ various inter-relationships as joint guarantors or joint obligors and the beneficiaries thereof, as lessors and lessees, as suppliers and customers, and as joint venturers; and

WHEREAS, the Agents’ and the Lenders’ willingness to extend financial accommodations to the Borrowers, and to administer the Borrowers’ collateral security therefor, on a combined basis as more fully set forth in this Agreement, is done solely as an accommodation to the Borrowers and at the Borrowers’ request and in furtherance of the Borrowers’ mutual and collective enterprise; and

WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement; and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference; and

WHEREAS, based on the foregoing, the Agents and the Lenders have agreed to make available to the Borrowers a credit facility upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agents, the Letter of Credit Issuer and the Borrowers hereby agree as follows.

ARTICLE 1
LOANS AND LETTERS OF CREDIT

1.1        Total Facility.   Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $110,000,000 (the "Total Facility") to the Borrowers from time to time during the term of this Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit and the Term Loans described herein.

1.2        Revolving Loans.

(a)       Amounts. Subject to the terms and conditions set forth in this Agreement, each Lender severally, but not jointly, agrees, upon any Borrower’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to (i) the Miller Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the Miller Borrowing Base, and (ii) the RoadOne Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the RoadOne Borrowing Base; provided, however, that in no event shall (A) the Aggregate Revolver Outstandings exceed Availability, (B) the Aggregate Miller Revolver Outstandings exceed Miller Availability, or (C) the Aggregate RoadOne Revolver Outstandings exceed RoadOne Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Miller Borrowing Base and/or the RoadOne 

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Borrowing Base on one or more occasions, but if they do so, neither the Collateral Agent nor the Lenders shall be deemed thereby to have changed the limits of the Miller Borrowing Base or the RoadOne Borrowing Base or to be obligated to exceed such limits on any other occasion. If (A) the Aggregate Miller Revolver Outstandings would exceed Miller Availability after giving effect to any Borrowing, (B) the Aggregate RoadOne Revolver Outstandings would exceed RoadOne Availability after giving effect to any Borrowing, or (C) the Aggregate Revolver Outstandings would exceed Availability after giving effect to any Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans as the Lenders determine until such excess has been eliminated, subject to the Collateral Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

(b)       Procedure for Borrowing.

(1)     Each Borrowing shall be made upon a Borrower’s irrevocable written notice delivered to the Collateral Agent in the form of a notice of borrowing ("Notice of Borrowing"), which must be received by the Collateral Agent prior to (i) 12:00 noon (Atlanta, Georgia time) three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans, and (ii) 12:00 noon (Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate Loans, specifying:

(A)     whether the Borrowing is being made by a Miller Borrower or a RoadOne Borrower;

(B)     the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount);

(C)     the requested Funding Date, which must be a Business Day;

(D)     whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and

(E)     the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Revolving Loans only.

(2)     In lieu of delivering a Notice of Borrowing, a Borrower may give the Collateral Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Collateral Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received.

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(3)     Whenever checks, ACH transfers or similar items are presented to Bank of America for payment against a Designated Account or any other account of a Borrower maintained with Bank of America in an amount greater than the then available balance in such accounts, such presentation shall be deemed to be a request for a Base Rate Revolving Loan on the date of such presentation in an amount equal to the excess of such checks over such available balances, and such request shall be irrevocable. The Borrowers’ Agent shall promptly notify the Collateral Agent (which notice may be telephonic) of any such deemed request for a Base Rate Revolving Loan. If all of the conditions precedent to the making of such Base Rate Revolving Loan are satisfied, the Collateral Agent shall make the election described in Section 1.2(f) and such Base Rate Revolving Loan shall be funded accordingly. If all of the conditions precedent to the making of such Base Rate Revolving Loan are not satisfied, and any such ACH transfer or similar item may not in Bank of America’s reasonable judgment be returned or rejected by Bank of America, the Lenders agree, notwithstanding the failure of the Borrowers to satisfy the conditions precedent to the making of such Base Rate Revolving Loan or anything to the contrary contained in this Agreement, to make one or more Loans in the amount of such ACH transfer or similar item.

(4)     At the election of the Required Lenders, the Borrowers shall have no right to request a LIBOR Loan while a Default or Event of Default has occurred and is continuing.

(c)     Reliance upon Authority. Prior to the Closing Date, the Borrowers shall deliver to the Collateral Agent a notice setting forth the separate accounts of the Miller Borrowers and the RoadOne Borrowers maintained with Bank of America (the "Designated Accounts") to which the Collateral Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate replacement Designated Accounts from time to time by written notice. Such Designated Accounts must be reasonably satisfactory to the Collateral Agent. The Collateral Agent is entitled to rely conclusively on any person’s request for Revolving Loans on behalf of any Borrower, so long as the proceeds thereof are to be transferred to a Designated Account. The Collateral Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by any Borrower to make such requests on its behalf.

(d)     No Liability. The Collateral Agent shall not incur any liability to any Borrower as a result of acting upon any notice referred to in Sections 1.2(b) and (c), which the Collateral Agent believes in good faith to have been given by an officer or other person duly authorized by any Borrower to request Revolving Loans on its behalf. The crediting of Revolving Loans to a Designated Account conclusively establishes the obligation of the Borrowers to repay such Revolving Loans as provided herein.

(e)     Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 1.2(b) shall be irrevocable. The Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

(f)     Collateral Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Collateral Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested Borrowing. If CIT declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested Borrowing.

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(g)     Making of Revolving Loans. If the Collateral Agent elects to have the terms of this Section 1.2(g) apply to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Collateral Agent shall notify the Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Lender shall transfer its Pro Rata Share of the requested Borrowing to the Collateral Agent in immediately available funds, to the account from time to time designated by the Collateral Agent, not later than 1:00 p.m. (Atlanta, Georgia time) on the applicable Funding Date. After the Collateral Agent’s receipt of all proceeds of such Revolving Loans, the Collateral Agent shall make the proceeds of such Revolving Loans available to the Borrowers on the applicable Funding Date by transferring same day funds to the account designated by the applicable Borrower; provided, however, that the amount of Revolving Loans so made on any date shall be permitted in accordance with Section 1.2(a).

(h)     Making of Non-Ratable Loans.

(A)     If the Collateral Agent elects, with the consent of CIT, to have the terms of this Section 1.2(h) apply to a requested Borrowing, CIT shall make a Revolving Loan in the amount of that Borrowing available to the Borrowers on the applicable Funding Date by transferring same day funds to the applicable Designated Account. Each Revolving Loan made solely by CIT pursuant to this Section is herein referred to as a "Non-Ratable Loan", and such Revolving Loans are collectively referred to as the "Non-Ratable Loans." Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to CIT solely for its own account. The Collateral Agent shall not request CIT to make any Non-Ratable Loan if (1) the Collateral Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed the applicable amount permitted under Section 1.2 on that Funding Date.

(B)     The Non-Ratable Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

(i)     Agent Advances.

(A)     Subject to the limitations set forth below, the Collateral Agent is authorized by the Borrowers and the Lenders, from time to time in the Collateral Agent’s sole discretion, (1) after the occurrence of a Default or an Event of Default, or (2) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $3,000,000, but not in excess of the Maximum Revolver Amount, which the Collateral Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or

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maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling the Borrowers to meet payroll and associated tax obligations), or (3) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as "Agent Advances"); provided, that Agent Advances shall not be outstanding for more than sixty (60) consecutive days; provided, further, that the Required Lenders may at any time revoke the Collateral Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Collateral Agent’s receipt thereof.

(B)     The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

(j)     Adjustments to Revolver Amounts. The Borrowers’ Agent may from time to time, at its option upon at least five (5) Business Days’ prior written notice to the Collateral Agent, adjust the respective amounts of the Maximum Miller Revolver Amount and the Maximum RoadOne Revolver Amount, so long as (i) no Default or Event of Default then exists or will result therefrom, (ii) any such adjustment shall be in a minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (iii) the aggregate amount of the Maximum Miller Revolver Amount and the Maximum RoadOne Revolver Amount, as adjusted, shall equal the Maximum Revolver Amount. The Collateral Agent shall promptly notify each Lender of receipt by the Collateral Agent of any notice from the Borrowers’ Agent pursuant to this Section 1.2(j).

1.3      Term Loans.

(a)     Amounts of Term Loans. Each Lender severally agrees to make a term loan (any such term loan being referred to as a "Term Loan" and such term loans being referred to collectively as the "Term Loans") to the Borrowers on the Closing Date, upon the satisfaction of the conditions precedent set forth in Article 8, in an amount equal to such Lender’s Pro Rata Share of $8,000,000. The Term Loans shall initially be Base Rate Term Loans.

(b)     Making of Term Loans. Each Lender shall make the amount of such Lender’s Term Loan available to the Collateral Agent in same day funds, to the Collateral Agent’s designated account, not later than 3:00 p.m. (Atlanta, Georgia time) on the Closing Date. After the Collateral Agent’s receipt of the proceeds of such Term Loans, upon satisfaction of the conditions precedent set forth in Article 8, the Collateral Agent shall make the proceeds of such Term Loans available to the Borrowers on such Funding Date by transferring same day funds equal to the proceeds of such Term Loans received by the Collateral Agent to the Designated Account.

(c)     Term Loan Amortization. The Term Loan shall be due and payable in consecutive monthly principal installments of $167,000 each on the first day of each calendar month, commencing on August 1, 2001, with a final principal installment of all unpaid principal due and payable on the Termination Date. Each such installment shall be payable to the Collateral

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 Agent for the account of the applicable Lenders. Payments or prepayments of the Term Loans may not be reborrowed.

1.4      Letters of Credit.

(a)     Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, the Collateral Agent agrees to cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer agrees to issue, for the account of the Borrowers, one or more commercial/documentary and standby letters of credit (each a "Letter of Credit").

(b)     Amounts; Outside Expiration Date. The Collateral Agent shall not have any obligation to cause to be issued, and the Letter of Credit Issuer shall not have any obligation to issue, any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof (A) would exceed Availability at such time, (B) in the case of any Letter of Credit requested by a Miller Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the Miller Borrowers at such time in accordance with Section 1.2, or (C) in the case of any Letter of Credit requested by a RoadOne Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the RoadOne Borrowers at such time in accordance with Section 1.2; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and one hundred eighty (180) days for documentary letters of credit. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Collateral Agent and the Letter of Credit Issuer written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

(c)     Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Collateral Agent to cause to be issued, and the Letter of Credit Issuer to issue, any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Collateral Agent and the Letter of Credit Issuer:

(1)     The Borrowers shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to the Letter of Credit Issuer and reasonably satisfactory to the Collateral Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Collateral Agent and the Letter of Credit Issuer; and

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(2)     As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

(d)     Issuance of Letters of Credit.

(1)     Request for Issuance. The Borrowers must notify the Collateral Agent and the Letter of Credit Issuer of a requested Letter of Credit at least three (3) Business Days prior to the proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, the beneficiary of the requested Letter of Credit, and whether the requested Letter of Credit is for the account of a Miller Borrower or a RoadOne Borrower. The Borrowers shall attach to such notice the proposed form of the Letter of Credit.

(2)     Responsibilities of the Collateral Agent; Issuance. As of the Business Day immediately preceding the requested issuance date of the Letter of Credit, the Collateral Agent shall determine the amount of the applicable Unused Letter of Credit Subfacility, Availability, and Miller Availability and RoadOne Availability, as the case may be. If (a) the face amount of the requested Letter of Credit is less than the Unused Letter of Credit Subfacility and (b) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would not cause the Borrowers to exceed Availability (and would also not cause the Miller Borrowers to exceed Miller Availability, in the case of any Letter of Credit requested by a Miller Borrower, or the RoadOne Borrowers to exceed RoadOne Availability, in the case of any Letter of Credit issued for the account of a RoadOne Borrower), the Collateral Agent shall cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer shall issue, the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

(3)     No Extensions or Amendment. The Collateral Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend, and the Letter of Credit Issuer shall not be obligated to extent or amend, any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

(e)     Payments Pursuant to Letters of Credit. The Borrowers agree to reimburse immediately the Letter of Credit Issuer for any draw under any Letter of Credit, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit immediately when due, irrespective of any claim, setoff, defense or other right which the Borrowers may have at any time against the Letter

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of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the Borrowers to the Collateral Agent for a Borrowing of a Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing.

(f)     Indemnification; Exoneration; Power of Attorney.

(1)     Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the Borrowers agree to protect, indemnify, pay and save the Lenders, the Letter of Credit Issuer and the Collateral Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any Lender, the Letter of Credit Issuer or the Collateral Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except to the extent of such Person’s gross negligence or willful misconduct. The Borrowers’ obligations under this Section shall survive payment of all other Obligations.

(2)     Assumption of Risk by the Borrowers. As among the Borrowers, the Lenders, the Letter of Credit Issuer and the Collateral Agent, the Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders, the Letter of Credit Issuer and the Collateral Agent shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the Lenders, the Letter of Credit Issuer or the Collateral Agent, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority; or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the Collateral Agent, the Letter of Credit Issuer or any Lender under this Section 1.4(f).

(3)     Exoneration. Without limiting the foregoing, no action or omission whatsoever by the Collateral Agent, the Letter of Credit Issuer or any Lender shall result in any liability of the Collateral Agent, the Letter of Credit Issuer or any Lender to any Borrower,

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or relieve any Borrower of any of its obligations hereunder to any such Person, except to the extent of such Person’s gross negligence or willful misconduct.

(4)     Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between any Borrower and the Letter of Credit Issuer.

(5)     Account Party. The Borrowers hereby authorize and direct the Letter of Credit Issuer to name the applicable Borrower as the "Account Party" in any Letter of Credit and to deliver to the Collateral Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Collateral Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

(g)     Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Letter of Credit Issuer, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, with respect to each Letter of Credit then outstanding, a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Collateral Agent and the Letter of Credit Issuer, issued by an issuer satisfactory to the Collateral Agent and the Letter of Credit Issuer in an amount equal to 103% of the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Letter of Credit Issuer is entitled to draw amounts necessary to reimburse the Collateral Agent, the Letter of Credit Issuer and the Lenders for payments to be made by the Collateral Agent, the Letter of Credit Issuer and the Lenders under such Letter of Credit and any fees and expenses associated with such Letter of Credit. Such Supporting Letter of Credit shall be held by the Letter of Credit Issuer, for the ratable benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding.

(h)     Successor Letter of Credit Issuer. The Letter of Credit Issuer may resign as Letter of Credit Issuer upon at least thirty (30) days’ prior notice to the Collateral Agent, the Lenders and the Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Letter of Credit Issuer. In the event Bank of America sells all of its Commitment and Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as the Letter of Credit Issuer and such purchaser or transferee shall become the successor Letter of Credit Issuer hereunder. Subject to the foregoing, if the Letter of Credit Issuer resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Letter of Credit Issuer. If no successor Letter of Credit Issuer is appointed prior to the effective date of the resignation of the Letter of Credit Issuer, the Letter of Credit Issuer may appoint, after consulting with the Collateral Agent, the Lenders and the Borrowers’ Agent, a successor Letter of Credit Issuer from among the Lenders. Upon the acceptance of its appointment as successor

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Letter of Credit Issuer hereunder, such successor Letter of Credit Issuer shall succeed to all the rights, powers and duties of the retiring Letter of Credit Issuer and the term "Letter of Credit Issuer" shall mean such successor Letter of Credit Issuer and the retiring Letter of Credit Issuer’s appointment, powers and duties as Letter of Credit Issuer shall be terminated. After any retiring Letter of Credit Issuer’s resignation hereunder as Letter of Credit Issuer, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Letter of Credit Issuer under this Agreement.

(i)     Existing Letter of Credit. Each of the Borrowers, the Lenders and the Agents agrees that the Existing Letter of Credit shall be deemed a Letter of Credit for all purposes of this Agreement as if the Existing Letter of Credit was issued on the date hereof, and the Letter of Credit Issuer shall be entitled to all the benefits as Letter of Credit Issuer and to all the obligations of the Borrowers under this Agreement with respect to the Existing Letter of Credit.

1.5      Bank Products.     The Borrowers may request and the Agents may, in their sole and absolute discretion, arrange for the Borrowers to obtain from CIT or Bank of America, or their respective Affiliates, Bank Products, although the Borrowers are not required to do so. If Bank Products are provided by an Affiliate of CIT or Bank of America, the Borrowers agree to indemnify and hold the Agents, CIT and Bank of America, and the Lenders harmless from any and all costs and obligations now or hereafter incurred by the Agents, CIT or Bank of America, or any of the Lenders which arise from any indemnity given by any Agent to its Affiliates related to such Bank Products; provided, however, nothing contained herein is intended to limit the Borrowers’ rights, with respect to CIT or Bank of America or their Affiliates, if any, which arise as a result of the execution of documents by and between the Borrowers and CIT or Bank of America which relate to Bank Products. The agreement contained in this Section shall survive termination of this Agreement. The Borrowers acknowledge and agree that the obtaining of Bank Products from CIT and Bank of America, or their respective Affiliates (a) is in the sole and absolute discretion of CIT and Bank of America, or their respective Affiliates, and (b) is subject to all rules and regulations of CIT and Bank of America, or their respective Affiliates.

ARTICLE 2
INTEREST AND FEES

2.1      Interest.

(a)     Interest Rates. All outstanding Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or the LIBOR Rate plus the Applicable Margins as set forth below, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which the Borrowers have not delivered to the Collateral Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Loans shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Collateral Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations shall bear interest as follows:

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(i)     For all Base Rate Term Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin;

(ii)     For all Base Rate Revolving Loans and other Obligations (other than Base Rate Term Loans and LIBOR Rate Loans) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin;

(iii)     For all LIBOR Term Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; and

(iv)     For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin.

Each change in the Base Rate shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All interest charges shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). The Borrowers shall pay to the Collateral Agent, for the ratable benefit of Lenders, interest accrued on all Base Rate Loans in arrears on the first day of each month hereafter and on the Termination Date. The Borrowers shall pay to the Collateral Agent, for the ratable benefit of Lenders, interest on all LIBOR Rate Loans in arrears on each LIBOR Interest Payment Date.

(b)     Default Rate. If any Event of Default occurs and is continuing and the Collateral Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the Obligations shall bear interest at the Default Rate applicable thereto.

2.2      Continuation and Conversion Elections.

(a)     The Borrowers may:

(i)     elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or

(ii)     elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

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(b)     The Borrowers shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion") to the Collateral Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying:

(i)     the proposed Continuation/Conversion Date;

(ii)     the aggregate amount of Loans to be converted or renewed;

(iii)     the type of Loans resulting from the proposed conversion or continuation; and

(iv)     the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.

(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.

(d) The Collateral Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.

(e) There may not be more than five different LIBOR Rate Loans in effect hereunder at any time.

2.3      Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by the Lenders under applicable law with respect to loans of the type provided for hereunder (the "Maximum Rate"). To the extent permitted by applicable law, if, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Collateral Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times,

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been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Collateral Agent and/or any Lender has received interest and other charges hereunder in excess of the Maximum Rate, to the extent permitted by applicable law such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest, in the inverse order of maturity, and if there are no Obligations outstanding, the Collateral Agent and/or such Lender shall refund to the Borrowers’ Agent such excess.

2.4      Closing and Other  Fees. The Borrowers agree to pay the Agents, on the due dates therefor, such closing and other fees as set forth in the Fee Letter.

2.5      Unused Line Fee. On the first day of each month and on the Termination Date, the Borrowers agree to pay (a) to the Collateral Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the "Unused Line Fee") equal to one-half of one percent (0.50%) per annum times the amount by which the Maximum Revolver Amount exceeded the sum of the average daily outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding Letters of Credit during the immediately preceding month (or shorter period if calculated for the first month hereafter or on the Termination Date). The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments received by the Collateral Agent shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Section 2.5.

2.6      Letter of Credit Fee. The Borrowers agree to pay (a) to the Collateral Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (the "Letter of Credit Fee") equal to the Applicable Margin for LIBOR Revolving Loans per annum multiplied by the undrawn face amount of each Letter of Credit, (b) to the Collateral Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) per annum of the undrawn face amount of each Letter of Credit, and (c) to the Letter of Credit Issuer, all customary costs, fees and expenses of the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

ARTICLE 3
PAYMENTS AND PREPAYMENTS

3.1      Revolving Loans. The Borrowers shall repay the outstanding principal balance of the Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. The Borrowers may prepay Revolving Loans at any time, and reborrow, subject to the terms of this Agreement. In addition, and without limiting the generality of the foregoing, upon demand the Borrowers shall pay to the Collateral Agent, for account of the Lenders, the amount, without duplication, by which the Aggregate Revolver Outstandings, the Aggregate Miller Revolver

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Outstandings or the Aggregate RoadOne Revolver Outstandings exceeds any applicable limit set forth in Section 1.2 or elsewhere in this Agreement.

3.2      Reduction and Termination of Facility.

(a)     Reduction and Termination of RoadOne Revolving Credit Facility.

(i)     The RoadOne Borrowers may from time to time permanently reduce the Maximum RoadOne Revolver Amount in whole or in part (in minimum aggregate amounts of $5,000,000 or in integral multiples of $5,000,000 in excess thereof), upon five (5) Business Days’ prior irrevocable written notice to the Collateral Agent; provided, however, (A) no such reduction shall be made which would cause the Aggregate Revolver Outstandings or Aggregate RoadOne Revolver Outstandings to exceed any applicable limit set forth in this Agreement, unless, concurrently with such reduction, the Revolving Loans are repaid to the extent necessary to eliminate such excess, and (B) no such reduction shall be made which would cause the Maximum Revolver Amount to be less than $60,000,000. The Collateral Agent shall promptly notify each Lender of receipt by the Collateral Agent of any notice from the Borrowers pursuant to this Section 3.2(a)(i) and each Lender’s Commitment shall be reduced on the effective date of any such reduction based on such Lender’s Pro Rata Share. Upon any reduction of the Maximum RoadOne Revolver Amount, the amount of the Maximum Revolver Amount and the Total Facility shall each automatically reduce in a corresponding amount.

(ii)     The RoadOne Revolving Credit Facility and the Lenders’ Commitments to make Revolving Loans thereunder shall terminate upon the Transition Date. The Collateral Agent shall promptly notify each Lender and the Borrowers’ Agent of the termination of the RoadOne Revolving Credit Facility in accordance with this Section 3.2(a)(ii). Upon the termination of the RoadOne Revolving Credit Facility, each Lender’s Commitment shall be reduced based on such Lender’s Pro Rata Share. Upon any termination of the RoadOne Revolving Credit Facility, the amount of the Maximum Revolver Amount and the Total Facility shall each automatically reduce in a corresponding amount.

(b)     Termination of Total Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice to the Collateral Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit (or the delivery to the Letter of Credit Issuer of Supporting Letters of Credit with respect thereto), (b) the prepayment in full of the Term Loans, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee set forth below, (d) the payment in full in cash of all reimbursable expenses and other Obligations, and (e) with respect to any LIBOR Rate Loans prepaid, payment of the amounts due under Section 4.4, if any. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 9.2, the Borrowers shall pay to the Collateral Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table:

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Period during which early termination occurs	Early Termination Fee
On or prior to the first Anniversary Date	4% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan
After the first Anniversary Date but on or prior to the second Anniversary Date	3% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan
After the second Anniversary Date but prior to the Stated Termination Date	1% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan

3.3      Repayment of the Term Loans. The Borrowers agree to repay the principal of the Term Loans to the Collateral Agent, for the account of the Lenders, as set forth in Section 1.3.

3.4      Prepayments of the Loans.

(a)     The Borrowers may prepay the principal of the Term Loans in whole or in part, at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Collateral Agent. All voluntary prepayments of the principal of the Term Loans shall be accompanied by the payment of all accrued but unpaid interest on the Term Loans to the date of prepayment. Any voluntary prepayment of less than all of the outstanding principal of the Term Loans shall be applied to the installments of principal of the Term Loans in the inverse order of maturity. Amounts prepaid in respect of the Term Loans may not be reborrowed.

(b)     Immediately upon receipt by any Borrower or any of its Subsidiaries of proceeds of any Asset Disposition, the Borrowers shall apply the Net Proceeds therefrom as follows:

(i)     First, all Net Senior Creditor Proceeds arising from Accounts and Fleet Vehicles shall be applied to the Obligations under the RoadOne Revolving Credit Facility in accordance with the terms of Section 3.8;

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(ii)     Second, all Net Senior Creditor Proceeds arising from Fixed Assets shall be applied to the Obligations under the Term Loan in accordance with Section 3.4(d);

(iii)     Third, all Required Payments shall be paid in full;

(iv)     Fourth, provided such payment is permitted under Section 7.14(b), all Net Junior Creditors’ Proceeds shall be paid to the Junior Creditors’ Agent to the extent of the outstanding Subordinated Debt in accordance with the provisions of Section 5.4; and

(v)     Fifth, all remaining amounts shall be applied to the Obligations in accordance with Section 3.4(d).

(c)     In the event that, at any time after the Closing Date, Parent or any of its Subsidiaries issues capital stock or other securities pursuant to a public offering (other than an offering of Permitted Refinancing Stock), no later than the second Business Day following the date of receipt of the proceeds from such issuance, the Borrowers shall (i) apply such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, to the prepayment of the Loans, and (ii) deliver to the Collateral Agent a certificate of a Designated Financial Officer demonstrating the net proceeds required to be paid to the Loans.

(d)     All prepayments of the Term Loan required to be made under clauses (b) and (c) above (together with all proceeds from any Fixed Asset disposition permitted under Section 7.9(f) to the extent the Borrowers do not reinvest the proceeds therefrom as set forth in Section 7.9(f)) shall be applied to principal installments of the Term Loan in the inverse order of their maturities, then to accrued interest and other amounts due with respect to the Term Loan, and then to other Obligations as set forth in Section 3.8.

(e)     No provision contained in this Section 3.4 shall constitute a consent to an asset disposition that is otherwise not permitted by the terms of this Agreement.

3.5      LIBOR Rate Loan Prepayments. In connection with any prepayment, if any LIBOR Rate Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the Borrowers shall pay to the Lenders the amounts described in Section 4.4.

3.6      Payments by the Borrowers.

(a)     All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Collateral Agent for the account of the Lenders, at the account designated by the Collateral Agent and shall be made in Dollars and in immediately available funds, no later than 12:00 noon (Atlanta, Georgia time) on the date specified herein. Any payment received by the Collateral Agent after such time shall be deemed (for purposes of calculating interest only) to have been received on the following Business Day and any applicable interest shall continue to accrue.

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(b)     Subject to the provisions set forth in the definition of "Interest Period", whenever any payment is due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

3.7      Payments as Revolving Loans.    At the election of the Collateral Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder, may be paid from the proceeds of Revolving Loans made hereunder. The Borrowers hereby irrevocably authorize the Collateral Agent to charge the Loan Account for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances).

3.8      Apportionment, Application and Reversal of Payments.    Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agents and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Collateral Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Collateral Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agents or the Letter of Credit Issuer from the Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; third, to pay interest due in respect of all Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans; seventh, to pay an amount to the Letter of Credit Issuer equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and eighth, to the payment of any other Obligation (including any amounts relating to Bank Products) due to the Agents or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Collateral Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Collateral Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

3.9      Indemnity for Returned Payments.      If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, either Agent, any Lender, the Letter of Credit Issuer, CIT or any Affiliate of CIT (each such Person, a "Receiving Party") is for any reason compelled to surrender such payment or

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proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Receiving Party and the Borrowers shall be liable to pay to the Receiving Party, and hereby do indemnify the Receiving Party and hold the Receiving Party harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Receiving Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Receiving Party’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.9 shall survive the termination of this Agreement.

3.10      Collateral Agents’ and Lenders’ Books and Records; Monthly Statements.      The Collateral Agent shall record the principal amount of the Loans owing to each Lender, the undrawn face amount of all outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Collateral Agent or any Lender to make such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Collateral Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall, absent manifest error, constitute rebuttably presumptive proof thereof, irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Collateral Agent will provide to the Borrowers’ Agent a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.8 and corrections of errors discovered by the Collateral Agent), unless the Borrowers notify the Collateral Agent in writing to the contrary within forty-five (45) days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.

3.11     Borrowers’ Agent.      Each of the Borrowers other than Parent hereby appoints Parent, and Parent shall act under this Agreement, as the agent, attorney-in-fact and legal representative of such other Borrowers for all purposes, including requesting Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Collateral Agent or any Lender. The Collateral Agent, the Letter of Credit Issuer and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Parent, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of the "Borrowers", and neither the Collateral Agent nor the Letter of Credit Issuer or any Lender shall have any

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obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 3.11 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a "Borrower" hereunder.

3.12      Joint and Several Liability.

(a)     Joint and Several Liability. All Loans made to the Borrowers and all of the other Obligations of the Borrowers, including all interest, fees and expenses with respect thereto and all indemnity and reimbursement obligations hereunder, shall constitute one joint and several direct and general obligation of all of the Borrowers. Notwithstanding anything to the contrary contained herein, each of the Borrowers shall be jointly and severally, with each other Borrower, directly and unconditionally, liable for all Obligations, it being understood that the advances to each Borrower inure to the benefit of all Borrowers, and that the Collateral Agent, the Letter of Credit Issuer and the Lenders are relying on the joint and several liability of the Borrowers as co-makers in extending the Loans hereunder and issuing Letters of Credit. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition).

(b)     No Reduction in Obligations. No payment or payments made by any of the Borrowers or any other Person or received or collected by the Collateral Agent, the Letter of Credit Issuer or any Lender from any of the Borrowers or any Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Agreement, which shall remain liable for the Obligations until the Obligations are paid in full and the Commitment is terminated.

3.13     Obligations Absolute.   Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent, the Letter of Credit Issuer or any Lender with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition.) All Obligations shall be conclusively presumed to have been created in reliance hereon. The liabilities under this Agreement shall be absolute and unconditional irrespective of: (a) any lack of validity of enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of

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or consent to departure from any guaranty for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower; or (e) any other circumstance which otherwise constitute a defense available to, or a discharge of, any Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Collateral Agent, the Letter of Credit Issuer or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

3.14     Waiver of Suretyship Defenses.     Each Borrower agrees that the joint and several liability of the Borrowers provided for in Section 3.12 shall not be impaired or affected by any modification, supplement, extension or amendment of any contract of agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Collateral Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Collateral Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatever with the other Borrowers or with anyone else, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Collateral Agent or any Lender first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Documents and any requirement that the Collateral Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral, including any rights any Borrower may otherwise have under O.C.G.A. &sec; 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any Borrower is incorporated or in which any Borrower conducts business.

3.15     Contribution and Indemnification among the Borrowers.      Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an "Accommodation Payment"), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s "Allocable Amount" (as defined below) and the denominator of which the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the "Allocable Amount" of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower "insolvent" within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform

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Fraudulent Transfer Act (the "UFTA"), Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), or Section 18-2-22 of the Official Code of Georgia Annotated, (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 3.15 shall be subordinate in right of payment to the prior payment in full of the Obligations.

ARTICLE 4
TAXES, YIELD PROTECTION AND ILLEGALITY

4.1      Taxes.

(a)     Any and all payments by the Borrowers to each Lender or the Agents under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes. In addition, the Borrowers shall pay all Other Taxes.

(b)     The Borrowers agree to indemnify and hold harmless each Lender and the Agents for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any Lender or Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within fifteen (15) days after the date such Lender or Agent makes written demand therefor.

(c)     If any Borrower shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any Lender or Agent, then:

(i)     the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Lender or Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

(ii)     the Borrowers shall make such deductions and withholdings;

(iii)     the Borrowers shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

(iv) the Borrowers shall also pay to each Lender or Agent for the account of such Lender or Agent, at the time interest is paid, all additional

amounts which the respective Lender specifies as necessary to preserve the after-tax yield such Lender or Agent would have received if such Taxes or Other Taxes had not been imposed.

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(d)     At the Collateral Agent’s request, within thirty (30) days after the date of any payment by the Borrowers of Taxes or Other Taxes, the Borrowers shall furnish the Collateral Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Collateral Agent.

(e)     If the Borrowers are required to pay additional amounts to any Lender pursuant to subsection (c) of this Section, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by the Borrowers which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

4.2      Illegality.

(a)     If any Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make LIBOR Rate Loans, then, on notice thereof by that Lender to the Borrowers’ Agent through the Collateral Agent, any obligation of that Lender to make LIBOR Rate Loans shall be suspended until that Lender notifies the Collateral Agent and the Borrowers’ Agent that the circumstances giving rise to such determination no longer exist.

(b)     If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, the Borrowers shall, upon the Borrowers’ Agent’s receipt of notice of such fact and demand from such Lender (with a copy to the Collateral Agent), prepay in full such LIBOR Rate Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if that Lender may not lawfully continue to maintain such LIBOR Rate Loans. If the Borrowers are required to so prepay any LIBOR Rate Loans, then concurrently with such prepayment, the Borrowers shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan.

4.3      Increased Costs and Reduction of Return.

(a)     If any Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Collateral Agent), pay to the Collateral Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. Payment by the Borrowers

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under this Section 4.3(a) shall be made within fifteen (15) days after the date such Lender makes written demand therefor.

(b)     If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Collateral Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. Payment by the Borrowers under this Section 4.3(b) shall be made within fifteen (15) days after the date such Lender makes written demand therefor.

4.4     Funding Losses.     The Borrowers shall reimburse each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

(a)     the failure of any Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan;

(b)     the failure of any Borrower to borrow, continue or convert a LIBOR Rate Loan after any Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion; or

(c)     the prepayment or other payment (including after acceleration thereof) of any LIBOR Rate Loans on a day that is not the last day of the relevant Interest Period;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by any Lender in connection with the foregoing.

4.5      Inability to Determine Rates.      If the Collateral Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Collateral Agent will promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Collateral

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Agent revokes such notice in writing. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. If the Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrowers, in the amount specified in the applicable notice submitted by the Borrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

4.6      Certificates of the Collateral Agent.     If any Lender claims reimbursement or compensation under this Article 4, the affected Lender shall determine the amount thereof and shall deliver to the Borrowers’ Agent (with a copy to the Collateral Agent) a certificate setting forth in reasonable detail the amount payable to the affected Lender, and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.

4.7      Survival.      The agreements and obligations of the Borrowers in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

5.1      Books and Records.     The Borrowers shall maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). The Borrowers shall, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Borrowers shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Collateral Agent shall reasonably require, including, but not limited to, records of (a) all payments received and all credits and extensions granted with respect to the Accounts, and (b) the return, rejection, repossession, stoppage in transit, loss, damage, or destruction of any Inventory.

5.2      Financial Information.     The Borrowers shall promptly furnish to each Lender all such financial information as the Collateral Agent or any Lender shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to each Lender, in such detail as the Collateral Agent or the Lenders shall request, the following:

(a)     As soon as available, but in any event not later than ninety (90) days after the close of each Fiscal Year, consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity, and consolidating unaudited balance sheets, income statements and cash flow statements (such cash flow statements to be consolidated by business segment) for the Consolidated Parties for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated

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basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants selected by the Borrowers and reasonably satisfactory to the Collateral Agent. The Borrowers, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Collateral Agent, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Collateral Agent and the Lenders. The Borrowers hereby authorize the Collateral Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Collateral Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrowers and to discuss directly with the Collateral Agent the finances and affairs of the Borrowers.

(b)     As soon as available, but in any event not later than thirty (30) days after the end of each month, unaudited balance sheets of the Consolidated Parties (by business segment) as at the end of such fiscal month, and statements of profits and losses and cash flows for the Consolidated Parties (by business segment) for such fiscal month and for the period from the beginning of the Fiscal Year to the end of such fiscal month, all in reasonable detail, fairly presenting the financial position and results of operations of the Consolidated Parties as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the Borrowers’ budget, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), but subject to the absence of footnotes, the fact that such financial statements are not consolidated, and normal year-end adjustments. The Borrowers shall certify by a certificate signed by a Designated Financial Officer that all such statements have been prepared in accordance with GAAP and present fairly the Consolidated Parties’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to the absence of footnotes, the fact that such financial statements are not consolidated, and normal year-end adjustments.

(c)     With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants that examined such statement to the effect that they have reviewed and are familiar with this Agreement and that, in examining such Financial Statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default with respect to a financial covenant, except for those, if any, described in reasonable detail in such certificate.

(d)     As soon as available, but in any event not later than forty-five (45) days after the end of each fiscal quarter, consolidated and consolidating unaudited balance sheets of the Consolidated Parties as at the end of such fiscal quarter, and consolidated and consolidating unaudited income statements and cash flow statements for the Consolidated Parties (by business segment in the case of consolidating cash flow statements) for such fiscal quarter and for the period from the beginning of the Fiscal Year to the end of such fiscal quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Consolidated Parties as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the Borrowers’ budget, and prepared in

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accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), but subject to the absence of footnotes and normal year-end adjustments. The Borrowers shall certify by a certificate signed by a Designated Financial Officer that all such statements have been prepared in accordance with GAAP and present fairly the Consolidated Parties’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments.

(e)     With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a) and each of the Financial Statements delivered pursuant to Section 5.2(d), a certificate of a Designated Financial Officer, substantially in the form of Exhibit F, setting forth in reasonable detail the calculations required to establish that the Borrowers were in compliance with the covenants set forth in Sections 7.22 through 7.25 during the period covered in such Financial Statements and as at the end thereof. With each of the Financial Statements delivered pursuant to Sections 5.2(b) and (d), a certificate of a Designated Financial Officer, substantially in the form of Exhibit F, stating that, except as explained in reasonable detail in such certificate, (i) all of the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (ii) the Borrowers are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, (iii) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such fiscal month, and (iv) in the case of each certificate delivered pursuant to Section 5.2(d), describing and analyzing in reasonable detail all material trends, changes, and developments in each and all Financial Statements (or certifying that such description and analysis is set forth in Parent’s 10-Q filing for such fiscal quarter then ending). If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrowers have taken or propose to take with respect thereto.

(f)     No sooner than sixty (60) days and not less than thirty (30) days prior to the beginning of each Fiscal Year, annual forecasts by business segment (to include forecasted consolidated and consolidating balance sheets, income statements and cash flow statements, and forecasts of borrowing base availability) for the Consolidated Parties as at the end of and for each month of such Fiscal Year.

(g)     Promptly after the Collateral Agent’s request, a copy of each annual report or other filing filed with respect to each Plan of any Borrower.

(h)     Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by Parent or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act (other than regularly scheduled reports such as 10-Qs and 10-Ks), and all reports, notices, or statements sent or received by Parent or any of its Subsidiaries to or from the holders of any equity interests of Parent (other than routine non-material correspondence sent by shareholders of Parent to Parent) or any such Subsidiary or of any Debt

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of Parent or any of its Subsidiaries registered under the Securities Act of 1933 or to or from the trustee under any indenture under which the same is issued.

(i)     As soon as available, but in any event not later than fifteen (15) days after Parent’s receipt thereof, a copy of all management reports and management letters prepared for any Borrower by any independent certified public accountants of the Borrowers.

(j)     Promptly after their preparation, copies of any and all proxy statements which Parent makes available to its shareholders.

(k)     If requested by the Collateral Agent, promptly after filing with the IRS, a copy of each tax return filed by Parent or by any of its Subsidiaries.

(l)     As soon as available, but in any event (i) within four (4) Business Days after the last Business Day of each calendar week, a Borrowing Base Certificate as of the last Business Day of such calendar week, and (ii) within thirty (30) days after the end of each month, a Borrowing Base Certificate as of the last day of such month, in each case together with all supporting information with respect thereto in accordance with Section 9 of the Security Agreement.

(m)     Such additional information as the Collateral Agent and/or any Lender may from time to time reasonably request regarding the financial and business affairs of Parent or any Subsidiary.

5.3     Notices to the Lenders.     The Borrowers shall notify the Collateral Agent and the Lenders in writing of the following matters at the following times:

(a)     Immediately after becoming aware of any Default or Event of Default;

(b)     Immediately after becoming aware of the assertion by the holder of any capital stock of Parent or of any Subsidiary, or the holder or holders of any Debt of Parent or any Subsidiary in a face amount in excess of $250,000 individually or $500,000 in the aggregate for Parent and the Subsidiaries, that a default exists with respect thereto or that Parent or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

(c)     Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

(d)     Immediately after becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;

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(e)     Immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting Parent or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;

(f)     Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting Parent or any Subsidiary which could reasonably be expected to have a Material Adverse Effect;

(g)     Promptly after receipt of any notice of any violation by Parent or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that Parent or any Subsidiary is not in compliance with any Environmental Law or is investigating Parent’s or such Subsidiary’s compliance therewith which could reasonably be expected to give rise to liability in excess of $100,000 or have a Material Adverse Effect;

(h)     Promptly after receipt of notice of any Environmental Claim or of any written notice that Parent or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that Parent or any Subsidiary is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $100,000;

(i)     Promptly after receipt of any written notice of the imposition of any Environmental Lien against any property of Parent or any of its Subsidiaries;

(j)     Any change in any Borrower’s name, state of organization or state organization number, locations of Collateral, form of organization, trade names under which any Borrower will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

(k)     Within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know, that an ERISA Event, or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) which is reasonably likely to give rise to liability in excess of $250,000, has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto;

(l)     Upon request, or, in the event that such filing reflects a significant adverse change with respect to the matters covered thereby, within three (3) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series),

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including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Borrower or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either any Borrower or any ERISA Affiliate;

(m)     Upon request, copies of each actuarial report for any Plan or Multi-employer Plan and annual report for any Multi-employer Plan; and within three (3) Business Days after receipt thereof by any Borrower or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability;

(n)     Within three (3) Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase any Borrower’s annual costs with respect thereto by an amount in excess of $250,000, or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any ERISA Affiliate was not previously contributing; or (ii) any failure by any Borrower or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; or

(o)     Within three (3) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan.

Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that the Borrowers or the applicable Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

5.4 Subordinated Debt Certificate.      Not less than five (5) Business Days prior to any payment of any principal of, or interest or other amounts on, any Subordinated Debt, and as a condition precedent to making such payment, the Borrowers’ Agent shall deliver to the Collateral Agent a certificate of a Designated Financial Officer (a) stating that no Event of Default is in existence as of the date of the certificate or will be in existence as of the date of such payment, both with and without giving effect to the making of such proposed payment, (b) setting forth the amount of principal, interest and other amount proposed to be paid, (c) setting forth the Excess Availability as of the date of the certificate and as expected as of the date of such proposed payment,

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both with and without giving effect to the making of such proposed payment, (d) certifying that the proposed payment is permitted under Section 7.14(b) of this Agreement, and (e) in the case of any Permitted Payment of principal to be made in accordance with the terms of the Subordination Agreement pursuant to Section 7.14(b) of this Agreement, a detailed calculation of the amount of the proposed principal payment, including, (i) in the case of any payment to be made from the proceeds of RoadOne Dispositions in accordance with Section 3.4(b), a detailed calculation of the Net Junior Creditors’ Proceeds, and (ii) in the case of any regularly scheduled principal payment, a detailed calculation of the Fixed Charge Coverage Ratio for the twelve (12) fiscal month period most recently ended (or, in the case of the initial regularly scheduled principal payment, for the Stub Period (as defined in the definition of "Permitted Payments") and for the twelve (12) fiscal month period ending as of the last day of the Stub Period), both with and without giving effect to the making of the proposed payment (and the Borrowers shall provide with such certificate all such supporting information as the Collateral Agent may request in order to confirm and verify the accuracy of such calculations and the amount of the proposed payment).

ARTICLE 6
GENERAL WARRANTIES AND REPRESENTATIONS

The Borrowers warrant and represent to the Agents and the Lenders that, except as hereafter disclosed to and accepted by the Collateral Agent and the Required Lenders in writing:

6.1     Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.      Each Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant Liens upon and security interests in the Collateral to the Collateral Agent. Each Borrower has taken all necessary action (including obtaining approval of its stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower, and constitute the legal, valid and binding obligations of each Borrower, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Each Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower or any of its Subsidiaries.

6.2      Validity and Priority of Security Interest.      The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the ratable benefit of the Collateral Agent, the Letter of Credit

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Issuer and the Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral (except for those Liens identified in clauses (a), (c), (d) and (e) of the definition of Permitted Liens), and are enforceable against each Borrower as security for all of the Obligations.

6.3     Organization and Qualification.      Each Borrower (a) is duly organized or incorporated and validly existing in good standing under the laws of the state of its organization or incorporation, (b) is qualified to do business and is in good standing in the jurisdictions set forth on Schedule 6.3 which are the only jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, except where such failure could not reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business and to own its property.

6.4      Corporate Name; Prior Transactions.      Except as set forth on Schedule 6.4, no Borrower has, during the past five (5) years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.

6.5      Subsidiaries and Affiliates.      Schedule 6.5 is a correct and complete list of the name and relationship to Parent of each and all of Parent’s Subsidiaries and other Affiliates. Each non-Borrower Subsidiary is (a) duly incorporated or organized and validly existing in good standing under the laws of its state of incorporation or organization set forth on Schedule 6.5, (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary’s business, operations, prospects, property, or condition (financial or otherwise) and (c) has all requisite power and authority to conduct its business and own its property.

6.6      Financial Statements and Projections.

(a)     The Borrowers have delivered to the Agents and the Lenders the drafts of the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Consolidated Parties as of April 30, 2001, and for the Fiscal Year then ended, accompanied by the draft report thereon of the Borrower’s independent certified public accountants, Arthur Andersen LLP. All such financial statements have been prepared in accordance with GAAP, and present accurately and fairly in all material respects the financial position of the Consolidated Parties as at the dates thereof and their results of operations for the periods then ended.

(b)     The Latest Projections (attached hereto as Exhibit C in the case of the Latest Projections on the Closing Date) when submitted to the Lenders as required herein represent the Borrowers’ good faith estimate of the future financial performance of the Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

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(c)     The pro forma balance sheet of the Consolidated Parties as at April 30, 2001, attached hereto as Exhibit C, presents fairly and accurately the Consolidated Parties’ financial condition as at such date after giving effect to the transactions contemplated by this Agreement, and has been prepared in accordance with GAAP.

6.7     Capitalization.      Schedule 6.7 sets forth, as of the Closing Date, the number of authorized shares of capital stock or similar equity interests of each Borrower and each Subsidiary of any Borrower, the number of such shares or other interests that are outstanding, and the names of the record and beneficial owners of all such shares of all Borrowers (other than Parent) and their Subsidiaries. All such issued and outstanding shares or other interests are validly issued, fully paid and non-assessable.

6.8     Solvency.      Each Borrower is Solvent prior to and after giving effect to the Borrowings to be made on the Closing Date and the issuance of the Letters of Credit to be issued on the Closing Date, and shall remain Solvent during the term of this Agreement.

6.9      Debt.      After giving effect to the making of the Borrowings to be made on the Closing Date and the issuance of the Letters of Credit to be issued on the Closing Date, the Consolidated Parties have no Debt, except (a) the Obligations, (b) Debt described on Schedule 6.9, and (c) other Permitted Debt.

6.10      Distributions.      Since April 30, 2001, no Distribution has been declared, paid, or made upon or in respect of any capital stock or other securities of Parent or any of its Subsidiaries, except for Distributions from Subsidiaries to Parent or other Borrowers.

6.11      Real Estate; Leases.      Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by any Borrower and any of its Subsidiaries, all leases and subleases of real or personal property held by any Borrower as lessee or sublessee (other than leases of personal property as to which any Borrower is lessee or sublessee for which the value of such personal property in the aggregate is less than $500,000), and all leases and subleases of real or personal property held by any Borrower as lessor or sublessor. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and, to the Borrowers’ best knowledge, no default by any party to any such lease or sublease exists, which default could reasonably be expected to have a Material Adverse Effect. Each Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by such Borrower, or valid leasehold interests in all Real Estate designated therein as "leased" by such Borrower, and each Borrower has good, indefeasible, and merchantable title to all of its other property reflected on the April 30, 2001 Financial Statements delivered to the Agents and the Lenders, except as disposed of in the ordinary course of business or in accordance with the terms of this Agreement since the date thereof, free of all Liens except Permitted Liens.

6.12      Proprietary Rights.      Schedule 6.12 sets forth a correct and complete list of all of each Borrower’s Proprietary Rights. None of the Proprietary Rights is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of any Borrower’s knowledge, none of the Proprietary Rights infringes on or conflicts with any other 

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Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights, in each case, where such infringement could reasonably be expected to have a Material Adverse Effect. The Proprietary Rights described on Schedule 6.12 constitute all of the property of such type necessary to the current and anticipated future conduct of the Borrowers’ business.

6.13      Trade Names.      All trade names or styles under which any Borrower or any of its Subsidiaries will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, are listed on Schedule 6.13.

6.14      Litigation.      Except as set forth on Schedule 6.14, there is no pending, or to the best of any Borrower’s knowledge, threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of any Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

6.15      Labor Disputes.      Except as set forth on Schedule 6.15, as of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Borrower or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) except in the case of any Foreign Subsidiary organized under the laws of France, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Borrower or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of any Borrower’s knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Borrower or its Subsidiaries or their employees.

6.16      Environmental Laws.      Except as otherwise disclosed on Schedule 6.16 and except for such failures, liabilities, violations and investigations (and, in the case of clause (f), for tanks, impoundments, materials and PCBs, and the presence thereof) which could not reasonably be expected to have a Material Adverse Effect:

(a)     Each Borrower and its Subsidiaries have complied in all material respects with all Environmental Laws and neither any Borrower nor any Subsidiary nor any of its presently owned real property or presently conducted operations, nor its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release of a Contaminant.

(b)     Each Borrower and its Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Borrower and its Subsidiaries are in compliance with all material terms and conditions of such permits.

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(c)     Neither any Borrower nor any of its Subsidiaries, nor, to the best of any Borrower’s knowledge, any of its predecessors in interest, has in violation of applicable law stored, treated or disposed of any hazardous waste.

(d)     Neither any Borrower nor any of its Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release of a Contaminant.

(e)     To the best of each Borrower’s knowledge, none of the present or past operations of any Borrower or its Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of a Contaminant.

(f)     There is not now, nor to the best of each Borrower’s knowledge has there ever been, on or in the Real Estate:

(1) any underground storage tanks or surface impoundments,

(2) any asbestos-containing material, or

(3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment.

(g)     Neither any Borrower nor any of its Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

(h)     Neither any Borrower nor any of its Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on any Borrower or any of its Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

(i) None of the products presently manufactured, distributed or sold by any Borrower or any of its Subsidiaries contain asbestos      containing material.

(j)     No Environmental Lien has attached to the Real Estate.

6.17      No Violation of Law.     Neither any Borrower nor any of its Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

6.18     No Default.      Neither any Borrower nor any of its Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to

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which any Borrower or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

6.19      ERISA Compliance.

(a)     Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of each Borrower, nothing has occurred which would cause the loss of such qualification. Each Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)     There are no pending or, to the best knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)     (i)     No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

6.20     Taxes.      Each Borrower and its Subsidiaries have filed all federal and other material tax returns and reports required to be filed, and have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien.

6.21     Regulated Entities.      None of the Borrowers, any Person "controlling" (as such term is defined in the Investment Company Act of 1940) any Borrower, or any Subsidiary, is an "Investment Company" within the meaning of the Investment Company Act of 1940. No Borrower is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal or state statute or regulation limiting its ability to incur indebtedness.

6.22      Use of Proceeds; Margin Regulations.      The proceeds of the Loans are to be used solely for working capital purposes and to repay Debt on the Closing Date. Neither any

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Borrower nor any Subsidiary is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

6.23      Copyrights, Patents, Trademarks and Licenses, etc.     Each Borrower owns or is licensed or otherwise has the right to use all material patents, trademarks, service marks, trade names, copyrights, contractual franchises, licenses, rights of way, authorizations and other rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any Subsidiary infringes upon any rights held by any other Person, where such infringement could reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of any Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

6.24      No Material Adverse Effect.     No Material Adverse Effect has occurred since April 30, 2001.

6.25      Full Disclosure.      None of the representations or warranties made by any Borrower or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Borrower or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

6.26      Material Agreements.      Schedule 6.26 hereto sets forth as of the Closing Date all Chassis Floorplan Agreements and Repurchase Agreements to which any Borrower or any of its Subsidiaries is a party or is bound as of the date hereof.

6.27      Bank Accounts.      Schedule 6.27 contains a complete and accurate list of all bank accounts maintained by any Borrower with any bank or other financial institution.

6.28     Governmental Authorization.      No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower or any of its Subsidiaries of this Agreement or any other Loan Document.

ARTICLE 7
AFFIRMATIVE AND NEGATIVE COVENANTS

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Each Borrower covenants to the Agents and each Lender that so long as any of the Obligations remain outstanding or this Agreement is in effect:

7.1      Taxes and Other Obligations.      Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Collateral Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrowers have notified the Collateral Agent in writing, neither any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such Borrower or its Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

7.2      Legal Existence and Good Standing.      Except as permitted under Section 7.9(e), (f) and (g), each Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in its jurisdiction of organization and in all other jurisdictions in which the failure to maintain such qualification or good standing could reasonably be expected to have a Material Adverse Effect.

7.3      Compliance with Law and Agreements; Maintenance of Licenses.      Each Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). Each Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date, except where such failure to obtain or maintain could not reasonably be expected to have a Material Adverse Effect. No Borrower shall modify, amend or alter its certificate or articles of incorporation, or its limited liability company operating agreement or limited partnership agreement, as applicable, other than in a manner which does not adversely affect the rights of the Lenders or the Collateral Agent.

7.4      Maintenance of Property; Inspection of Property.

(a)     Each Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its property necessary and useful in the conduct of its business, in good operating condition and repair, ordinary wear and tear excepted.

(b)     The Borrowers shall permit representatives and independent contractors of the Collateral Agent (accompanied by any Lender that elects to participate) to visit and inspect any of their properties, to examine their corporate, financial and operating records,

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and make copies thereof or abstracts therefrom and to discuss their affairs, finances and accounts with their directors, officers and independent public accountants, at such reasonable times during normal business hours and as soon as may be reasonably desired, upon reasonable advance notice to the Borrowers’ Agent. The Borrowers shall be responsible for the expenses of the Collateral Agent and its representatives and independent contractors in connection with such visits and inspections, as set forth in Section 13.7(f); provided, however, (i) if no Event of Default exists, the Borrowers shall not be responsible for the expense of (A) more than four such inspections and audits per year conducted at the chief executive offices of the Borrowers or any other location where books and records relating to Accounts are located, (B) more than two such inspections and audits per year conducted at each manufacturing location of the Borrowers, and (C) more than one such inspection and audit per year conducted at each other office or location where Collateral is located, and (ii) when an Event of Default exists, the Collateral Agent or any Lender may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

(c)     The Borrowers shall cooperate with the Collateral Agent and its representatives and independent contractors (such cooperation to include the Borrowers making their books and records, Collateral and personnel available to the Collateral Agent and its representatives and independent contractors) in order to enable the Collateral Agent to obtain updated appraisals of the Fixed Assets (such appraisals to be prepared on a basis satisfactory to the Collateral Agent) whenever an Event of Default exists, and at such other times not more frequently than once a year as the Collateral Agent requests. The Collateral Agent shall select any and all appraisers in its sole discretion. The Borrowers will reimburse the Collateral Agent for all of its reasonable out-of-pocket costs and expenses actually incurred in connection with each such appraisal.

(d)     The Borrowers shall cooperate with the Collateral Agent and its representatives and independent contractors (such cooperation to include the Borrowers making their books and records, Collateral and personnel available to the Collateral Agent and its representatives and independent contractors) in order to enable the Collateral Agent to obtain an Appraisal of the Borrowers’ finished goods Inventory and Fleet Vehicles (a) on or before the Closing Date, and (b) at least every three months thereafter (or more often, if requested by the Collateral Agent, in its sole discretion during the existence of an Event of Default). The Collateral Agent shall select any and all appraisers in its sole discretion. The Borrowers will reimburse the Collateral Agent for all of its reasonable out-of-pocket costs and expenses actually incurred in connection with each such Appraisal.

7.5      Insurance.

(a)     Parent shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having a rating of at least A+ or better by Best Rating Guide, insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons

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engaged in the same or similar business, and in amounts consistent with past practices, and under policies, customary for Persons engaged in the same or similar business. Without limiting the foregoing, in the event that any improved Real Estate covered by the Mortgages is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area ("SFHA"), the applicable Borrower shall purchase and maintain flood insurance on the improved Real Estate and any Equipment and Inventory located on such Real Estate. The amount of said flood insurance will be reasonably determined by the Collateral Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended. The Borrowers shall also maintain flood insurance for their Inventory and Equipment which is, at any time, located in a SFHA.

(b)     Each Borrower shall cause the Collateral Agent, for the ratable benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner acceptable to the Collateral Agent. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or any of its Subsidiaries or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers when due, and certificates of insurance and, if requested by the Collateral Agent or any Lender, photocopies of the policies, shall be delivered to the Collateral Agent. If any Borrower fails to procure such insurance or to pay the premiums therefor when due, the Collateral Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans.

7.6      Insurance and Condemnation Proceeds.      The Borrowers shall promptly notify the Collateral Agent and the Lenders of any loss, damage, or destruction to the Collateral, whether or not covered by insurance, in excess of $100,000. The Collateral Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral (other than Collateral subject to a prior Permitted Lien permitted under clauses (i), (j), (k), (l) or (m) of the definition of "Permitted Liens") directly and to apply or remit them as follows:

(a)     With respect to insurance and condemnation proceeds relating to such Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Collateral Agent in the collection or handling thereof, the Collateral Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.8.

(b)     With respect to insurance and condemnation proceeds relating to such Collateral consisting of Fixed Assets, the Collateral Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (i) no

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Default or Event of Default has occurred and is continuing, (ii) the aggregate proceeds do not exceed $250,000 and (iii) the Borrowers first (A) provide the Collateral Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Collateral Agent and the Required Lenders and (B) demonstrate to the reasonable satisfaction of the Collateral Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Collateral Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.4(d).

7.7      Environmental Laws.

(a)     Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each Borrower shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action, in accordance with any applicable Environmental Law, to respond to any non-compliance or alleged non-compliance with Environmental Laws and shall promptly report to the Collateral Agent on such response.

(b)     Without limiting the generality of the foregoing, the Borrowers shall submit to the Collateral Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each environmental compliance or liability issue that could be reasonably be expected to result in liabilities or costs in excess of $100,000 in the aggregate. The Collateral Agent or any Lender shall be provided, upon request, copies of any studies, audits, assessments or other reports prepared by any Borrower or Person and any communications by or between any Borrower or any Governmental Authority related to such environmental issue to determine whether each Borrower or any of its Subsidiaries is proceeding reasonably to correct, cure or contest in good faith any alleged non-compliance or environmental liability. Each Borrower shall, at the Collateral Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer acceptable to the Collateral Agent to evaluate the site, including tests if appropriate, where the non-compliance or alleged non-compliance with Environmental Laws which could reasonably be expected to result in liabilities or costs in excess of $10,000 with respect to any Real Estate owned by a RoadOne Borrower, or $100,000 with respect to any Real Estate owned by a Miller Borrower, has occurred and prepare and deliver to the Collateral Agent, in sufficient quantity for distribution by the Collateral Agent to the Lenders, a report setting forth the results of such evaluation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof, and (ii) provide to the Collateral Agent and the Lenders a supplemental report of such engineer whenever the scope of any environmental problems which could reasonably be expected to result in liabilities or costs in excess of $10,000 with respect to any Real Estate owned by a RoadOne Borrower, or $100,000 with respect to any Real Estate owned by a Miller Borrower, or the response thereto or the estimated costs thereof, shall increase in any material respect.

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(c)     The Collateral Agent and its representatives shall have the right at any reasonable time to enter and visit the Real Estate and any other place where any property of any Borrower is located for the purposes of observing or investigating the Real Estate and activities thereon, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate, provided that the Borrowers shall not be responsible for the costs and expenses incurred in connection with such activities in the absence of an Event of Default. The Collateral Agent is under no duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by the Collateral Agent will be solely for the purposes of protecting the Collateral Agent’s Liens and preserving the Collateral Agent and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by the Collateral Agent and the Lenders will result in a waiver of any default of any Borrower or impose any liability on the Collateral Agent or the Lenders. In no event will any site visit, observation or testing by the Collateral Agent be a representation that Contaminants are or are not present in, on or under the Real Estate, or that there has been or will be compliance or non-compliance with any Environmental Law. Neither any Borrower nor any other party is entitled to rely on any site visit, observation or testing by the Collateral Agent. The Collateral Agent and the Lenders owe no duty of care to protect any Borrower or any other party against, or, unless otherwise required by any applicable Environmental Law, to inform any Borrower or any other party of the presence of any Contaminants or any other adverse condition affecting the Real Estate. The Collateral Agent may in its discretion disclose to any Borrower or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by the Collateral Agent. Each Borrower understands and agrees that the Collateral Agent makes no warranty or representation to any Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each Borrower also understands that depending on the results of any site visit, observation or testing by the Collateral Agent and disclosed to any Borrower, such Borrower may have a legal obligation to notify one or more Governmental Authorities of the results, that such reporting requirements are site-specific, and are to be evaluated by such Borrower without advice or assistance from the Collateral Agent. In each instance, the Collateral Agent will give the Borrowers’ Agent reasonable notice before entering the Real Estate or any other place the Collateral Agent is permitted to enter under this Section 7.7(c). The Collateral Agent will make reasonable efforts to avoid interfering with the applicable Borrower’s use of the Real Estate or any other property in exercising any rights provided hereunder.

7.8      Compliance with ERISA.      Each Borrower shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) make all required contributions to any Plan subject to Section 412 of the Code, except to the extent the failure to make any such contribution could not reasonably be expected to result in liabilities to the Borrowers in excess of $250,000; (d) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which could reasonably be expected to result in liabilities to the Borrowers in excess of $250,000; and (e) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

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7.9      Mergers, Consolidations or Sales.      Neither any Borrower nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (a) for sales of Inventory to non-Affiliates in the ordinary course of its business, and for sales of Inventory in the ordinary course of business to Miller Borrowers that are distributors, (b) for sales of Inventory by the Miller Borrowers in the ordinary course of business to the Foreign Subsidiaries and the RoadOne Borrowers, provided that (i) the purchase price for such Inventory shall at least equal the Miller Borrowers’ cost with respect thereto and shall be due and payable within thirty (30) days after the date of such sale, and (ii) all such Inventory purchased by the Designated Subsidiaries shall be subject to the perfected first priority Lien of the Miller Borrowers in accordance with the terms of the Intercompany Security Documents, (c) for transfers of other assets in the ordinary course of business among the Miller Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (d) for transfers of other assets in the ordinary course of business among the RoadOne Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (e) for mergers of any Miller Borrower with and into another Miller Borrower, and mergers of any RoadOne Borrower with and into another RoadOne Borrower, (f) for sales or other dispositions of Fixed Assets in the ordinary course of business that are obsolete or no longer useable by the Borrowers or their Subsidiaries in their business with an orderly liquidation value not to exceed $100,000 in the aggregate in any Fiscal Year; provided, that (i) within one hundred twenty (120) days following each such Fixed Assets sale or disposition, the Borrowers shall either (A) reinvest the proceeds of that sale or disposition in other Fixed Assets or (B) apply such proceeds to the Loans in accordance with Sections 3.4(b) and (d), and (ii) Fixed Assets purchased with such proceeds shall be free and clear of all Liens, except the Agent’s Liens, (g) that RoadOne Borrowers (but not any Miller Borrower, except in the case of the sale of the capital stock of any RoadOne Borrower) may effect one or more Asset Dispositions, so long as (i) no Default or Event of Default exists or will result therefrom, (ii) all proceeds of such Asset Disposition are payable in cash at the time of the consummation of such Asset Disposition, (iii) all Net Proceeds therefrom are applied in accordance with Section 3.4(b), (iv) the Borrowers shall, after giving effect to such Asset Disposition, be in pro forma compliance with the minimum EBITDA covenant set forth in Section 7.24 (for purposes of this clause (iv), such EBITDA test shall be measured as of the most recently ended fiscal month for the twelve fiscal month period then ended and shall be calculated as if such Asset Disposition had been consummated on the first day of such twelve fiscal month period), (v) the Net Proceeds from any such Asset Disposition are not less than the Net Senior Creditor Proceeds plus the amount of the Required Payments; provided, that, with respect to any single Asset Disposition involving more than one category of Collateral described in the definition of "Net Senior Creditor Proceeds", this clause (v) shall be satisfied if the total Net Proceeds from such Asset Disposition equals or exceeds the sum of the amounts otherwise required under the definition of "Net Senior Creditor Proceeds" plus the amount of the Required Payments, and (vi) a Responsible Officer shall have delivered a certificate to the Collateral Agent containing the information and calculations necessary (in such detail as the Collateral Agent may reasonably request) to establish that such Asset Disposition is permitted hereunder, and (h) for sales or other dispositions of Fleet Vehicles in the ordinary course of business that are obsolete or no longer used or useful by the RoadOne Borrowers in their

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business, provided that the Collateral Agent may, in its discretion, make adjustments to the RoadOne Borrowing Base to reflect any such sale or disposition.

7.10      Distributions; Capital Change; Restricted Investments.      Neither any Borrower nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (i) Distributions by any Subsidiary to its parent corporation, and (ii) so long as no Event of Default exists, Distributions in an aggregate amount not to exceed $100,000 by Parent to its shareholders constituting repurchases of fractional shares of stock by Parent in connection with the consummation of any reverse stock split, (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect, or (c) make any Restricted Investment.

7.11      Transactions Affecting Collateral or Obligations.      Neither any Borrower nor any of its Subsidiaries shall enter into any transaction which could be reasonably expected to have a Material Adverse Effect.

7.12      Guaranties.      Neither any Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except (a) Guaranties of the Obligations, (b) Guaranties of Debt under the Junior Credit Agreement as long as such Debt is permitted under Section 7.13(d) and such Guaranties are subject to the terms of the Subordination Agreement, and (c) for the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

7.13      Debt.      Neither any Borrower nor any of its Subsidiaries shall incur or maintain any Debt, other than the following ("Permitted Debt"): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any time; (d) Subordinated Debt under the Junior Credit Agreement as long as the outstanding principal amount thereof does not exceed $14,000,000; (e) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to any Borrower, the Agents or the Lenders than the original Debt; (f) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) obligations of Parent incurred in the ordinary course of business consistent with past practices directly or indirectly guaranteeing any trade payables of Subsidiaries in an aggregate amount not to exceed $1,000,000 outstanding at any time; (h) to the extent approved by the Required Lenders in writing in their sole discretion, guarantee obligations of Parent incurred in the ordinary course of business directly or indirectly guaranteeing Debt of any purchaser of the assets or stock of a RoadOne Borrower in accordance with Section 7.9(g); (i) contingent inventory repurchase obligations incurred pursuant to a Repurchase Agreement with

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respect to floorplan financing for Independent Distributors, provided that the amount of such contingent obligations shall not exceed $30,000,000 in the aggregate at any time and any such Repurchase Agreement entered into after the date hereof has been approved by the Collateral Agent in accordance with Section 7.19; (j) contingent partial recourse obligations of Parent incurred pursuant to the Repurchase Agreement with NationsCredit Commercial Corporation with respect to floorplan financing for Independent Distributors, provided that the amount of such contingent obligations shall not exceed $1,000,000 in the aggregate at any time; (k) intercompany Debt permitted under clauses (e), (f), (g), and (h) of the definition of "Restricted Investment"; and (l) Permitted Refinancing Debt.

7.14      Prepayment; Amendments.

(a)     Neither any Borrower nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) that the Borrowers may prepay the Obligations in accordance with the terms of this Agreement, and (ii) for prepayments of intercompany Debt described in clauses (e), (f), (g) and (h) of the definition of "Restricted Investment".

(b)     No Borrower shall (i) make any payment of any amount owing under or with respect to the Junior Credit Agreement (including any payment of principal or interest), except in accordance with the terms of the Subordination Agreement pursuant to a Permitted Payment or a Permitted Refinancing, or (ii) enter into any amendment or modification of the Junior Credit Agreement except as permitted under Section 7.2 of the Subordination Agreement.

7.15      Transactions with Affiliates.      Except as set forth below, neither any Borrower nor any Subsidiary shall sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding the foregoing, the following shall be permitted: (a) transactions with Affiliates expressly permitted hereunder with respect to Affiliates, (b) transactions set forth on Schedule 7.15, (c) compensation and indemnity arrangements with officers, directors and employees in the ordinary course of business, and (d) the Borrowers and their Subsidiaries may engage in transactions with Affiliates in the ordinary course of business on terms no less favorable to the Borrowers and their Subsidiaries than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate. The terms of all such transactions shall be made available to the Collateral Agent upon request.

7.16      Investment Banking and Finder’s Fees.      Neither any Borrower nor any of its Subsidiaries shall pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. Each Borrower shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that any Borrower is obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

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7.17      Business Conducted.      The Borrowers shall not and shall not permit any of their Subsidiaries to, engage directly or indirectly, in any line of business other than the businesses in which the Borrowers are engaged on the Closing Date.

7.18      Liens.      Neither any Borrower nor any of its Subsidiaries shall create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

7.19      Sale and Leaseback Transactions.      Neither any Borrower nor any of its Subsidiaries shall, directly or indirectly, enter into any arrangement with any Person providing for such Borrower or Subsidiary to lease or rent property that such Borrower or Subsidiary has sold or will sell or otherwise transfer to such Person.

7.20      New Subsidiaries.      No Borrower shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5.

7.21      Fiscal Year.      The Borrowers shall not change their Fiscal Year from a fiscal year ending on April 30; provided, that, the Borrowers may elect to change their Fiscal Year to a fiscal year ending on December 31 or January 31 as long as the Borrowers provide the Collateral Agent at least thirty (30) days’ prior written notice thereof and, prior to the effectiveness of any such change, the Borrowers and the Required Lenders will agree in good faith to amend the financial covenants described in Sections 7.22 and 7.24 so as to equitably reflect any such change in the fiscal year end.

7.22      Capital Expenditures.      Neither any Borrower nor any of its Subsidiaries shall make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrowers and their Subsidiaries on a consolidated basis would exceed (a) $5,600,000 for the Fiscal Year ending on April 30, 2002, (b) $6,250,000 for the Fiscal Year ending on April 30, 2003, and (c) $6,750,000 for any Fiscal Year thereafter.

7.23      Fixed Charge Coverage Ratio.      The Consolidated Parties will maintain a Fixed Charge Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of each fiscal quarter of not less than (a) 1.0 to 1, in the case of the four fiscal quarter period ending on July 31, 2001, and (b) 1.1 to 1, in the case of each four fiscal quarter period ending thereafter.

7.24      EBITDA.      On a consolidated basis, the Consolidated Parties shall have EBITDA for each four fiscal quarter period ending during the periods set forth below of not less than the Applicable EBITDA Requirement:

Fiscal Quarters Ending	Initial EBITDA Requirement	Subsequent EBITDA Requirement
From the Closing Date through April 29, 2002	$18,500,000	$14,850,000
From April 30, 2002 through April 29, 2003	$21,000,000	$14,850,000

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Fiscal Quarters Ending	Initial EBITDA Requirement	Subsequent EBITDA Requirement
From April 30, 2003 through April 29, 2004	$26,600,000	$17,100,000
From April 30, 2004 through April 29, 2005	$28,000,000	$17,650,000
Each fiscal quarter end thereafter	$30,000,000	$18,250,000

As used in this Section 7.24, "Applicable EBITDA Requirement" means (a) until the Transition Date, the Initial EBITDA Requirement set forth above, and (b) thereafter, the Subsequent EBITDA Requirement set forth above.

In addition, the Consolidated Parties shall have EBITDA (i) for the four consecutive fiscal quarter period ending on April 30, 2001 of at least $18,500,000, and (ii) for the fiscal quarter ending on April 30, 2001 of at least $5,000,000.

7.25      Minimum Excess Availability.

The Borrowers shall maintain (a) Excess Availability of not less than $5,000,000 at all times, (b) Miller Excess Availability of not less than $4,000,000 at all times, and (c) RoadOne Excess Availability of not less than $1,000,000 at all times.

7.26      Use of Proceeds.      The Borrowers shall not, and shall not suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (a) to purchase or carry Margin Stock, (b) to repay or otherwise refinance indebtedness of the Borrowers or others incurred to purchase or carry Margin Stock, (c) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (d) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.

7.27     Hedge Agreements.      Within ninety (90) days after the Closing Date and continuing thereafter until the Obligations are paid in full and all Commitments are terminated, the Borrowers will put into place and maintain one or more Hedge Agreements, on terms acceptable to the Agents, with Bank of America or another financial institution reasonably acceptable to the Agents, the effect of which will be to place a limit upon the interest rate payable by the Borrowers with respect to at least $30,000,000 of Loans and loans constituting Subordinated Debt.

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7.28     Banking Relationships.      In order to facilitate the administration of the Loans and this Agreement, the Borrowers shall maintain Bank of America as the Borrowers’ principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of the Borrowers’ business; provided, that, if Bank of America in its sole discretion elects not to provide such accounts and services for the Borrowers, the Borrowers shall arrange for and maintain such accounts and services with another bank acceptable to the Agents in their discretion.

7.29     Repurchase and Chassis Floorplan Agreements.      The Borrowers shall not (a) enter into any Repurchase Agreement or Chassis Floorplan Agreement after the date hereof, or (b) amend, modify or supplement any Repurchase Agreement or Chassis Floorplan Agreement that is in effect as of the date hereof, unless, in either case, (i) the Borrowers have delivered copies of any such Repurchase Agreement or Chassis Floorplan Agreement, or amendment, modification or supplement thereof, together with all other agreements, documents and instruments relating thereto, to the Collateral Agent at least five (5) Business Days prior to the proposed effective date of such Repurchase Agreement or Chassis Floorplan Agreement, or amendment, modification or supplement thereof, and (ii) the Collateral Agent shall have provided its written consent to the Borrowers’ Agent with respect thereto (such consent not to be unreasonably withheld or delayed).

7.30     Billing and Collections.      The Borrowers shall at all times maintain the Contract for Services dated as of December 10, 1999 by and among Road One, Inc. and the Profiles Company in full force and effect, or will make other arrangements with respect to the collection of the Accounts of the RoadOne Borrowers as may be reasonably acceptable to the Collateral Agent. In addition, so long as the Contract for Services is in effect, the Borrowers shall cause the Profiles Company Agreement to remain in full force and effect at all times.

7.31      Further Assurances.      The Borrowers shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Collateral Agent or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

ARTICLE 8
CONDITIONS OF LENDING

8.1      Conditions Precedent to Making of Loans on the Closing Date.      The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Collateral Agent to cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer to issue, any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied or waived in writing in a manner satisfactory to the Agents and each Lender:

(a)     This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrowers shall have performed and complied with all

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covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrowers before or on such Closing Date.

(b)     Upon making the Loans on the Closing Date (including such Loans made to finance all fees due on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current (and after deducting from the applicable Borrowing Bases all other fees and expenses incurred by the Borrowers in connection with the closing of this Agreement that are not paid at closing), the Borrowers shall have Excess Availability of at least $12,000,000, Miller Excess Availability of at least $6,000,000, and RoadOne Excess Availability of at least $6,000,000.

(c)     All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.

(d)     No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.

(e)     The Agents and the Lenders shall have received such opinions of counsel for the Borrowers and their Subsidiaries as the Agents or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents, the Lenders, and their respective counsel.

(f)     The Collateral Agent shall have received title policies, in form and substance acceptable to the Collateral Agent, with respect to the Mortgages, or, in the Collateral Agent’s discretion, commitments for the issuance of such title policies containing only such exceptions as may be acceptable to the Collateral Agent and the Lenders, and such other items with respect to the Mortgages as the Collateral Agent deems appropriate, including such surveys as the Collateral Agent may require, provided that no title policies, title commitments or surveys will be required with respect to any owned Real Estate with an appraised fair market value of less than $150,000.

(g)     The applicable Borrowers shall have entered into the Junior Credit Agreement, in form and substance acceptable to the Agents and the Lenders, with the other parties thereto.

(h)     The Collateral Agent shall have received:

(i)     acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens (or, in the Collateral Agent’s sole discretion, proper financing statements in appropriate form for filing under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens);

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(ii)      duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Collateral Agent, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrowers and their Subsidiaries except Permitted Liens;

(iii)     the duly executed and delivered Custodial Administration Agreement, together with confirmation satisfactory to the Collateral Agent, in accordance with the terms thereof, that the Custodial Administrator holds in its possession all of the Existing Certificates of Title and that each such Existing Certificate of Title notes the Lien of the Existing Titled Collateral Agent as the only Lien thereon;

(iv)     landlord’s waiver and consent agreements, in form and substance satisfactory to the Collateral Agent, duly executed on behalf of each landlord of real property on which any books and records or computer hardware or software relating to Accounts is located;

(v)     such Blocked Account Agreements as shall be required by the Collateral Agent duly executed by the Borrowers and Clearing Bank with respect to each of the bank accounts identified on Schedule 6.27 as being subject to a Blocked Account Agreement; and

(vi)     the Subordination Agreement, duly executed by the parties thereto, in form and substance satisfactory to the Agents and the Lenders.

(i)     The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.

(j)     The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement.

(k)     All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agents and the Lenders.

(l)     The Collateral Agent shall have received the duly executed and delivered Profiles Company Agreement.

(m)     The Agents’ receipt of (i) draft financial statements for the fiscal year ended April 30, 2001, as prepared by the Borrowers’ certified public accountants, in form and substance satisfactory to the Agents, which financial statements shall evidence EBITDA of at least $18,500,000 for the fiscal year ended April 30, 2001, and (ii) internally prepared financial statements for the fiscal quarter ended April 30, 2001, in form and substance satisfactory to the

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Agents, which financial statements shall evidence EBITDA of at least $5,000,000 for the fiscal quarter ended April 30, 2001.

(n)     The Collateral Agent shall have received (i) a duly executed original of the Intercompany Security Documents Assignment, and (ii) a certified copy of all Intercompany Security Documents.

(o)     Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Agents (in form and substance reasonably satisfactory to the Agents), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the "Closing Checklist" delivered by the Administrative Agent (or its counsel) to the Borrowers’ Agent (or its counsel) prior to the Closing Date.

The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied (unless waived in writing by the Lenders), with the same effect as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of Parent, dated the Closing Date, to such effect.

Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agents or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

8.2      Conditions Precedent to Each Loan.      The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date and the Term Loans, and the obligation of the Collateral Agent to cause the Letter of Credit Issuer to issue, and the obligation of the Letter of Credit Issuer to issue, any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

(a)     The following statements shall be true, and the acceptance by any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Collateral Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:

(i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such

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date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Collateral Agent and the Lenders have been notified in writing by the Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and

(ii)     No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and

(iii)     No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.

(b)     No such Borrowing or Letter of Credit shall cause the Borrowers to exceed Availability, the Miller Borrowers to exceed the Miller Availability, or the RoadOne Borrowers to exceed the RoadOne Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing CIT or the Collateral Agent for such Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) and (i).

ARTICLE 9
DEFAULT; REMEDIES

9.1      Events of Default.      It shall constitute an event of default ("Event of Default") if any one or more of the following shall occur for any reason:

(a)     any failure by the Borrowers to pay the principal of or interest or premium on any of the Obligations or any fee or other amount owing hereunder when due, whether upon demand or otherwise;

(b)     any representation or warranty made or deemed made by any Borrower in this Agreement or by any Borrower or any of its Subsidiaries in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Borrower or any of its Subsidiaries at any time to either Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

(c)     (i)     any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(l), 7.2, 7.4(b), (c) or (d), 7.5, 7.9 through 7.29, or Section 9 or 11 of the Security Agreement; (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Section 5.2 (other than Sections 5.2(l)), 5.3 or 7.4(a) and such default shall continue for five (5) Business Days or more; (iii) any default shall occur in the observance or performance of any of the covenants or agreements contained in Section 7.30 and such default shall continue for sixty (60)

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days or more after the earlier of knowledge thereof by a Responsible Officer of any Borrower or notice from any Agent or any Lender; or (iv) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement, any other Loan Document or any other agreement entered into at any time to which any Borrower or any Subsidiary and any Agent or any Lender are party (including in respect of any Bank Products), and such default shall continue for thirty (30) days or more after the earlier of knowledge thereof by a Responsible Officer of any Borrower or notice from any Agent or any Lender;

(d)     any default shall occur with respect to (i) the Debt under the Junior Credit Agreement (other than any defaults which result from operation of the payment blockage provisions in the Subordination Agreement), (ii) any other Debt (other than the Obligations) of any Borrower or any of its Subsidiaries in an outstanding principal amount which exceeds $250,000 individually or $500,000 in the aggregate, or (iii) any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Borrower or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

(e)     any Borrower or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

(f)     an involuntary petition shall be filed or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation or readjustment of the debts of any Borrower or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

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(g)     a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Borrower or any of its Subsidiaries or for all or any material part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued against any material part of the property of any Borrower or any of its Subsidiaries;

(h)     except as permitted in accordance with Section 7.9(e), (f) or (g), any Borrower or any of its Subsidiaries shall file a certificate of dissolution under applicable state law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof;

(i)     all or any material part of the property of the Borrowers and their Subsidiaries, taken as a whole, shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Borrower or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

(j)     any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable or challenged by any Borrower or any other Subsidiary;

(k)     one or more judgments, orders, decrees or arbitration awards is entered against one or more of the Borrowers or their Subsidiaries involving in the aggregate liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of $250,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

(l)     any loss, theft, damage or destruction of any item or items of Collateral or other property of any Borrower or any Subsidiary occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

(m)     there is filed against any Borrower or any of its Subsidiaries any action, suit or proceeding under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), which action, suit or proceeding (i) is not dismissed within one hundred twenty (120) days, and (ii) could reasonably be expected to result in the confiscation or forfeiture of any material portion of the Collateral;

(n)     for any reason other than the failure of the Collateral Agent to take any action available to it to maintain perfection of the Agent’s Liens pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or

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any Agent’s Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens set forth in clauses (a), (c), (d) and (e) of the definition thereof) or is terminated, revoked or declared void;

(o)     an ERISA Event shall occur with respect to a Pension Plan or Multi-employer Plan which has resulted or could reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multi-employer Plan or the PBGC in an aggregate amount in excess of $250,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $250,000; or (iii) any Borrower or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multi-employer Plan in an aggregate amount in excess of $250,000; or

(p)     there occurs a Change of Control.

9.2      Remedies.

(a)     If a Default or an Event of Default exists, the Collateral Agent may, in its discretion, and shall, at the direction of the Required Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on any Borrower: (i) reduce the Maximum Revolver Amount, or the advance rates against any Collateral used in computing the Borrowing Base, or reduce one or more of the other elements used in computing the Borrowing Base; (ii) restrict the amount of or refuse to make Revolving Loans; and (iii) restrict or refuse to provide Letters of Credit. If an Event of Default exists, the Collateral Agent shall, at the direction of the Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on any Borrower: (A) terminate the Commitments and this Agreement; (B) declare any or all Obligations to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.1(e) or 9.1(f), the Commitments shall automatically and immediately expire and all Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the Borrowers to cash collateralize all outstanding Letter of Credit Obligations; and (D) pursue its other rights and remedies under the Loan Documents and applicable law.

(b)     If an Event of Default has occurred and is continuing: (i) the Collateral Agent shall have for the benefit of the Lenders, in addition to all other rights of the Collateral Agent and the Lenders, the rights and remedies of a secured party under the Loan Documents, the UCC and all other applicable laws; (ii) the Collateral Agent may, at any time, take possession of the Collateral and keep it on any Borrower’s premises, at no cost to the Collateral Agent or any Lender, or remove any part of it to such other place or places as the Collateral Agent may desire, or the Borrowers shall, upon the Collateral Agent’s demand, at the Borrowers’ cost, assemble the Collateral and make it available to the Collateral Agent at a place reasonably convenient to the Collateral Agent; and (iii) the Collateral Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon

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such terms as the Collateral Agent deems advisable, in its sole discretion, and may, if the Collateral Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Borrowers agree that any notice by the Collateral Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five (5) Business Days prior to such action to the Borrowers’ Agent’s address specified in or pursuant to Section 13.8. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Collateral Agent or the Lenders receive payment, and if the buyer defaults in payment, the Collateral Agent may resell the Collateral without further notice to any Borrower. In the event the Collateral Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Borrower irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Collateral Agent retain possession and not dispose of any Collateral until after trial or final judgment. Each Borrower agrees that the Collateral Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The proceeds of sale shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations. The Collateral Agent will return any excess to the Borrowers’ Agent and the Borrowers shall remain liable for any deficiency.

(c)     If an Event of Default occurs, each Borrower hereby waives all rights to notice and hearing prior to the exercise by the Collateral Agent of the Collateral Agent’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the Collateral without notice or hearing.

ARTICLE 10
TERM AND TERMINATION

10.1     Term and Termination.      The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Collateral Agent upon direction from the Required Lenders may terminate this Agreement without notice upon the occurrence and during the continuance of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of Letters of Credit then outstanding (or, with the consent of the Collateral Agent and the Letter of Credit Issuer, the delivery to the Letter of Credit Issuer of Supporting Letters of Credit in accordance with Section 1.4(g)). Notwithstanding the termination of this Agreement, until all Obligations are indefeasibly paid and performed in full in cash, the Borrowers shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agents, the Letter of Credit

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Issuer and the Lenders shall retain all their rights and remedies hereunder (including the Agent’s Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

ARTICLE 11
AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

11.1      Amendments and Waivers.

(a)     No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Collateral Agent at the written request of the Required Lenders) and the Borrowers’ Agent and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders affected thereby and the Borrowers’ Agent and acknowledged by the Collateral Agent, do any of the following:

(i)     increase or extend the Commitment of any Lender;

(ii)     postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;

(iii)     reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document;

(iv)     change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;

(v)     increase any of the percentages set forth in the definitions of the Miller Borrowing Base or RoadOne Borrowing Base;

(vi)     amend this Section or any provision of this Agreement providing for consent or other action by all Lenders;

(vii)     release Collateral other than as permitted by Section 12.11;

(viii)     change the definition of "Required Lenders"; or

(ix)     increase the Maximum Revolver Amount or Letter of Credit Subfacility;

provided, however, the Collateral Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i); provided further, that no amendment, waiver

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or consent shall, unless in writing and signed by (A) the Collateral Agent, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, (B) the Administrative Agent or Syndication Agent, affect the rights or duties of the Administrative Agent or Syndication Agent under this Agreement or any other Loan Document, or (C) the Letter of Credit Issuer, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document; and, provided further, that Schedule 1.1 hereto (Commitments) may be amended from time to time by the Collateral Agent alone to reflect assignments of Commitments in accordance herewith.

(b)     If any fees are paid to the Lenders as consideration for amendments, waivers or consents with respect to this Agreement, at the Agents’ election, such fees may be paid only to those Lenders that agree to such amendments, waivers or consents within the time specified for submission thereof.

(c)     If, in connection with any proposed amendment, waiver or consent (a "Proposed Change") requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained being referred to as a "Non-Consenting Lender"), then, so long as the Agents are not Non-Consenting Lenders, at the Borrowers’ request, the Agents or an Eligible Assignee shall have the right (but not the obligation) with the Agents’ approval, to purchase from the Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall sell, all the Non-Consenting Lenders’ Commitments for an amount equal to the principal balances thereof and all accrued interest and fees with respect thereto through the date of sale pursuant to Assignment and Acceptance Agreement(s), without premium or discount.

11.2      Assignments; Participations.

(a)     Any Lender may, with the written consent of the Collateral Agent and, unless an Event of Default exists, Parent, in each case which consent shall not be unreasonably withheld, assign and delegate to one or more Eligible Assignees (provided that no consent of the Collateral Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrowers and the Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrowers’ Agent and the Collateral Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrowers’ Agent and the Collateral Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance"), and (iii) the assignor Lender or Assignee has paid to the Collateral Agent a processing fee in the amount of $3,500.

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(b)     From and after the date that the Collateral Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(c)     By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Borrower to the Collateral Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Collateral Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Collateral Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)     Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e)     Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of Parent (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the

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"originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Collateral Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a)(i), (ii) and (iii), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement.

(f)     Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR &sec;203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

ARTICLE 12
THE AGENTS

12.1      Appointment and Authorization.      Each Lender hereby designates and appoints CIT as its Collateral Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Collateral Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the

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Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

12.2     Delegation of Duties.      The Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

12.3      Liability of the Collateral Agent.      None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of any Borrower’s Subsidiaries or Affiliates.

12.4      Reliance by the Collateral Agent.      The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required

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Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

12.5      Notice of Default.      The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Collateral Agent will notify the Lenders of its receipt of any such notice. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

12.6      Credit Decision.      Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of any Borrower and its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers. Except for field examinations, asset appraisals and notices, reports and other documents expressly herein required to be furnished to the Lenders by the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower which may come into the possession of any of the Agent-Related Persons.

12.7      Indemnification.      Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Collateral Agent upon

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demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Collateral Agent.

12.8      Agent in Individual Capacity.      CIT and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Borrower and its Subsidiaries and Affiliates as though CIT were not the Collateral Agent hereunder and without notice to or consent of the Lenders. CIT or its Affiliates may receive information regarding any Borrower, its Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of a Borrower or such Subsidiary) and acknowledge that the Collateral Agent and CIT shall be under no obligation to provide such information to them. With respect to its Loans, CIT shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Collateral Agent, and the terms "Lender" and "Lenders" include CIT in its individual capacity.

12.9      Successor Collateral Agent.      The Collateral Agent may resign as Agent upon at least thirty (30) days’ prior notice to the Lenders and the Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In the event CIT sells all of its Commitment and Loans as part of a sale, transfer or other disposition by CIT of substantially all of its loan portfolio, CIT shall resign as the Collateral Agent and such purchaser or transferee shall become the successor Collateral Agent hereunder. Subject to the foregoing, if the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor collateral agent for the Lenders. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the Borrowers’ Agent, a successor collateral agent from among the Lenders. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

12.10      Withholding Tax.

(a)     If any Lender is a "foreign corporation, partnership or trust" within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S.

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withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Collateral Agent, to deliver to the Collateral Agent:

(i)     if such Lender claims an exemption from, or a reduction of, withholding tax under a United States of America tax treaty, properly completed IRS Forms W-8BEN and W-8ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement;

(ii)     if such Lender claims that interest paid under this Agreement is exempt from United States of America withholding tax because it is effectively connected with a United States of America trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender and in each succeeding taxable year of such Lender during which interest may be paid under this Agreement, and IRS Form W-9; and

(iii)     such other form or forms as may be required under the Code or other laws of the United States of America as a condition to exemption from, or reduction of, United States of America withholding tax.

Such Lender agrees to promptly notify the Collateral Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(b)     If any Lender claims exemption from, or reduction of, withholding tax under a United States of America tax treaty by providing IRS Form FW-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Collateral Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Borrowers to such Lender. To the extent of such percentage amount, the Collateral Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.

(c)     If any Lender claiming exemption from United States of America withholding tax by filing IRS Form W-8ECI with the Collateral Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

(d)      If any Lender is entitled to a reduction in the applicable withholding tax, the Collateral Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not delivered to the Collateral Agent, then the Collateral Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

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(e)     If the IRS or any other Governmental Authority of the United States of America or other jurisdiction asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Collateral Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Collateral Agent under this Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Collateral Agent.

12.11      Collateral Matters.

(a)     The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification Obligations under this Agreement for which no liability then exists); (ii) constituting property being sold or disposed of if the Borrowers certify to the Collateral Agent that the sale or disposition is made in compliance with Section 7.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Lenders; provided that the Collateral Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $500,000 during each Fiscal Year. Upon request by the Collateral Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.

(b)     Upon receipt by the Collateral Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Collateral Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Collateral Agent’s Liens upon such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of)

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all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(c)     The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

12.12      Restrictions on Actions by Lenders; Sharing of Payments.

(a)     Each of the Lenders agrees that it shall not, without the express consent of all other Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all Lenders, set off against the Obligations, any amounts owing by such Lender to any Borrower or any accounts of any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, take or cause to be taken any action to enforce its rights under this Agreement or against any Borrower, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)     If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations of any Borrower to such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Collateral Agent pursuant to the terms of this Agreement, or (ii) payments from the Collateral Agent in excess of such Lender’s ratable portion of all such distributions by the Collateral Agent, such Lender shall promptly (1) turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

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12.13     Agency for Perfection.      Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

12.14      Payments by the Collateral Agent to Lenders.      All payments to be made by the Collateral Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each Lender pursuant to wire transfer instructions delivered in writing to the Collateral Agent on or prior to the Closing Date (or if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Collateral Agent. Concurrently with each such payment, the Collateral Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the Revolving Loans, Term Loans or otherwise. Unless the Collateral Agent receives notice from the Borrowers’ Agent prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Collateral Agent may assume that the Borrowers have made such payment in full to the Collateral Agent on such date in immediately available funds and the Collateral Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Collateral Agent, each Lender shall repay to the Collateral Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

12.15      Settlement.

(a)     (i)     Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Collateral Agent, CIT, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

(ii)     The Collateral Agent shall request settlement ("Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of CIT, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than CIT, in the case of Non-Ratable Loans and the Collateral Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the

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outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Collateral Agent, to the Collateral Agent’s account, not later than 2:00 p.m. (Atlanta, Georgia time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Collateral Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Collateral Agent by any Lender on the Settlement Date applicable thereto, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of CIT, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

(iii)     Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Collateral Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Collateral Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from CIT or the Collateral Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by CIT or the Collateral Agent, as applicable, shall pay to CIT or the Collateral Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Collateral Agent by any Lender, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans.

(iv)     From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Collateral Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in respect of such Non-Ratable Loan or Agent Advance.

(v)     Between Settlement Dates, the Collateral Agent, to the extent no Agent Advances are outstanding, may pay over to CIT any payments received by the Collateral Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to CIT’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to CIT’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a

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participation pursuant to clause (iii) above), as provided for in the previous sentence, CIT shall pay to the Collateral Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, CIT with respect to Non-Ratable Loans, the Collateral Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by CIT, the Collateral Agent and the other Lenders.

(vi)     Unless the Collateral Agent has received written notice from a Lender to the contrary, the Collateral Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not cause the Borrowers to exceed Availability, Miller Availability or RoadOne Availability, as the case may be, on any Funding Date for a Revolving Loan or Non-Ratable Loan.

(b)     Lenders’ Failure to Perform. All Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, (ii) no failure by any Lender to perform its obligation to make any Revolving Loans hereunder shall excuse any other Lender from its obligation to make any Revolving Loans hereunder, and (iii) the obligations of each Lender hereunder shall be several, not joint and several.

(c)     Defaulting Lenders. Unless the Collateral Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Collateral Agent that Lender’s Pro Rata Share of a Borrowing, the Collateral Agent may assume that each Lender has made such amount available to the Collateral Agent in immediately available funds on the Funding Date. Furthermore, the Collateral Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Collateral Agent in immediately available funds, and the Collateral Agent has transferred the corresponding amount to the Borrowers, on the Business Day following such Funding Date that Lender shall make such amount available to the Collateral Agent, together with interest at the Federal Funds Rate for that day. A notice by the Collateral Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Collateral Agent as required, the amount transferred to the Collateral Agent shall constitute that Lender’s Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Collateral Agent on the Business Day following the Funding Date, the Collateral Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Collateral Agent, the Borrowers shall pay such amount to the Collateral Agent for the Collateral Agent’s account, together with interest thereon for each day

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elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lenders’ Pro Rata Share of any Borrowing.

(d)     Retention of Defaulting Lender’s Payments. The Collateral Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to the Collateral Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Collateral Agent. In its discretion, the Collateral Agent may loan the Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the Borrowers shall bear interest at the rate applicable to Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a "Lender". Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Borrowing and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by the Borrowers of their duties and obligations hereunder.

(e)     Removal of Defaulting Lender. At the Borrowers’ Agent’s request, the Collateral Agent or an Eligible Assignee reasonably acceptable to the Collateral Agent and the Borrowers shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the Collateral Agent or such Eligible Assignee, all of the Defaulting Lender’s outstanding Commitments hereunder. Such sale shall be consummated promptly after the Collateral Agent has arranged for a purchase by the Collateral Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at a price equal to the outstanding principal balance of the Defaulting Lender’s Loans, plus accrued interest and fees, without premium or discount.

12.16      Letters of Credit; Intra-Lender Issues.

(a)     Notice of Letter of Credit Balance. On each Settlement Date the Collateral Agent shall notify each Lender of the issuance of all Letters of Credit since the prior Settlement Date.

(b)     Participations in Letters of Credit.

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(i)     Purchase of Participations.      Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit (including all obligations of the Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

(ii)     Sharing of Reimbursement Obligation Payments.     When- ever the Collateral Agent receives a payment from the Borrowers on account of reimbursement obligations in respect of a Letter of Credit as to which the Collateral Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Collateral Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrowers. Each such payment shall be made by the Collateral Agent on the next Settlement Date.

(iii)      Documentation.      Upon the request of any Lender, the Collateral Agent shall furnish to such Lender copies of any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

(iv)      Obligations Irrevocable.      The obligations of each Lender to make payments to the Collateral Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the Borrower for whose account the Letter of Credit was issued to make payments to the Collateral Agent, for the account of the Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

(1)      any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(2)      the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Agent, the Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any other Person and the beneficiary named in any Letter of Credit);

(3)      any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(4)      the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

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(5)     the occurrence of any Default or Event of Default; or

(6)     the failure of any Borrower to satisfy the applicable conditions precedent set forth in Article 8.

(c)     Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of any Borrower received by the Collateral Agent with respect to any Letter of Credit and distributed by the Collateral Agent to the Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Collateral Agent in connection with any receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon demand by the Collateral Agent, pay to the Collateral Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Collateral Agent upon the amount required to be repaid by it. Unless the Collateral Agent receives notice from the Borrowers’ Agent prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Collateral Agent may assume that the Borrowers have made such payment in full to the Collateral Agent on such date in immediately available funds and the Collateral Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Collateral Agent, each Lender shall repay to the Collateral Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(d)     Indemnification by Lenders. To the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder, the Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Letter of Credit Issuer. Without limitation of the foregoing, each Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

12.17      Concerning the Collateral and the Related Loan Documents.      Each Lender authorizes and directs the Collateral Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Collateral Agent and the Lenders. Each Lender agrees that any action taken by the Collateral Agent or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Collateral

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Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Term Loans, Agent Advances, Non-Ratable Loans, Hedge Agreements, Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the Collateral.

12.18      Field Audit and Examination Reports; Disclaimer by Lenders.     By signing this Agreement, each Lender:

(a)     is deemed to have requested that the Collateral Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a "Report" and collectively, "Reports") prepared by or on behalf of the Collateral Agent;

(b)     expressly agrees and acknowledges that neither CIT nor the Collateral Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

(c)     expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Collateral Agent or CIT or other party performing any audit or examination will inspect only specific information regarding the Borrowers and will rely significantly upon the Borrowers’ books and records, as well as on representations of the Borrowers’ personnel;

(d)     agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

(e)     without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Collateral Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend and hold the Collateral Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by the Collateral Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

12.19      Relation Among Lenders.      The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Collateral Agent) authorized to act for, any other Lender.

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12.20      Co-Agents.

(a)     Existing Titled Collateral Agent. Pursuant to the Security Agreement, the Borrowers have granted a Lien in the Existing Titled Collateral to Bank of America, as Existing Titled Collateral Agent to secure the Obligations. Each Lender hereby designates and appoints Bank of America as its Existing Titled Collateral Agent and each Lender hereby irrevocably authorizes the Existing Titled Collateral Agent to take such actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers as are expressly delegated to it by the terms of this Agreement and any other Loan Document, together with such powers are reasonably incidental thereto.

(b)     Attorney-in-Fact. Bank of America hereby irrevocably authorizes and appoints the Collateral Agent as its attorney-in-fact to take all actions, and execute and deliver all agreements, title applications and amendments, UCC financing statements and amendments, and other documents and instruments, on behalf of Bank of America, as Existing Titled Collateral Agent, with respect to the Existing Titled Collateral and the Existing Certificates of Title, including (i) to deal exclusively with the Custodial Administrator on all matters relating to the Existing Titled Collateral and the Existing Certificates of Title pursuant to the Custodial Administration Agreement, (ii) to execute and file all title applications and amendments and all UCC financing statements and amendments on behalf and in the name of Bank of America, as Existing Titled Collateral Agent, as the Collateral Agent may reasonably deem necessary or appropriate in accordance with the terms of this Agreement in order to note or release the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates of Title and to perfect, continue or release the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates of Title, and (iii) to exercise all of the Existing Titled Collateral Agent’s rights and remedies with respect to the Existing Titled Collateral and the Existing Certificates of Title. In exercising its rights under this power of attorney, the Collateral Agent shall in all respects be entitled to the benefit of all of the other provisions of this Article 12, including all Lender indemnities set forth herein. The Borrowers agree that all rights and remedies of the Collateral Agent set forth in this Agreement and the Security Agreement with respect to "Collateral" shall include the Collateral Agent’s rights and remedies with respect to the Existing Titled Collateral and Existing Certificates of Title in accordance with this Section 12.20.

(c)     Limited Duties of Co-Agents. Without in any manner limiting the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates and its rights and remedies with respect thereto, the parties hereto agree that Bank of America shall have no obligations, liabilities, responsibilities or duties under this Agreement, in its capacity as Existing Titled Collateral Agent, Administrative Agent or Syndication Agent. Bank of America shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on Bank of America in deciding to enter into this Agreement or in taking or not taking action hereunder.

(d)     Resignation as Existing Titled Collateral Agent. The Existing Titled Collateral Agent may resign as Existing Titled Collateral Agent upon at least thirty (30)

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days’ prior notice to the Lenders, the Collateral Agent and the Borrowers’ Agent, such resignation to be effective upon the date set forth in such resignation notice. In the event Bank of America sells all of its Commitment and Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as the Existing Titled Collateral Agent. Immediately upon the effectiveness of any such resignation, the Collateral Agent shall succeed to all the rights of the resigning Existing Titled Collateral Agent and the term "Existing Titled Collateral Agent" shall mean the Collateral Agent and the resigning Existing Titled Collateral Agent’s appointment as Existing Titled Collateral Agent shall be terminated. The Borrowers shall take all actions at their sole cost and expense as the Collateral Agent, as successor Existing Titled Collateral Agent, may deem necessary or appropriate in order to continue the perfection of the Existing Titled Collateral Agent’s Lien in the Existing Titled Collateral and the Existing Certificates of Title, including the execution and filing of all title applications and amendments and all UCC financing statements and amendments as the Collateral Agent may deem necessary or appropriate. After any resigning Existing Titled Collateral Agent’s resignation hereunder as Existing Titled Collateral Agent, the applicable provisions of this Article 12 shall continue to inure to its benefit as to all matters arising prior to its resignation as Existing Titled Collateral Agent under this Agreement.

(e)     New Titled Collateral. Each of the parties hereby acknowledges that, pursuant to the Security Agreement, the Collateral Agent has been granted a Lien in all hereafter arising Titled Collateral as security for the Obligations and that the Collateral Agent shall be noted as first lienholder on all certificates of title and other comparable documents relating to such hereafter arising Titled Collateral.

ARTICLE 13
MISCELLANEOUS

13.1      No Waivers; Cumulative Remedies.      No failure by the Collateral Agent or any Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any Borrower and the Collateral Agent and/or any Lender, or delay by the Collateral Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by the Collateral Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by the Collateral Agent or the Lenders on any occasion shall affect or diminish the Collateral Agent’s and each Lender’s rights thereafter to require strict performance by the Borrowers of any provision of this Agreement. The Collateral Agent and the Lenders may proceed directly to collect the Obligations without any prior recourse to the Collateral. The Collateral Agent’s and each Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which the Collateral Agent or any Lender may have.

13.2      Severability.    The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

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13.3      Governing Law; Choice of Forum; Service of Process.

(a)     THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS, PROVIDED THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF GEORGIA; PROVIDED THAT THE Collateral AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA OR OF THE UNITED STATES OF AMERICA LOCATED IN THE FULTON COUNTY, GEORGIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE Collateral AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE Collateral AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

(c) EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ AGENT AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE Collateral AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

13.4      WAIVER OF JURY TRIAL.    TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE BORROWERS, THE LENDERS AND THE COLLATERAL

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AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE BORROWERS, THE LENDERS AND THE Collateral AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

13.5      Survival of Representations and Warranties.      All of the Borrowers’ representations and warranties contained in this Agreement shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Collateral Agent or the Lenders or their respective agents.

13.6      Other Security and Guaranties.      The Collateral Agent, may, without notice or demand and without affecting any Borrower’s obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of the Obligations.

13.7      Fees and Expenses.      The Borrowers agree to pay to each Agent, for its benefit, on demand, all reasonable costs and expenses that such Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) all reasonable costs and expenses (including reasonable and actual attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, noting the Agent’s Liens on certificates of title, and other actions to perfect, protect, and continue the Agent’s Liens (including costs and expenses paid or incurred by each

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 Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the Borrowers under the Loan Documents that the Borrowers fail to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the Borrowers’ operations by the Collateral Agent plus the Collateral Agent’s charge of $750 per day (or portion thereof) for each Person retained or employed by the Collateral Agent for field examinations and audits and the preparation of reports thereof; and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the Borrowers agree to pay (i) on demand to the Collateral Agent, for its benefit, all costs and expenses incurred by the Collateral Agent (including Attorneys’ Costs), and (ii) to the Lenders (other than CIT), on demand, all reasonable and actual fees, expenses and disbursements incurred by such Lenders for one law firm retained by such Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against the Collateral Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers. All of the foregoing costs and expenses shall be charged to the Loan Account as Revolving Loans as described in Section 3.7.

13.8      Notices.      Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) Business Days after it shall have been mailed by United States mail, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

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If to the Collateral Agent:

The CIT Group/Business Credit, Inc.
1200 Ashwood Parkway, Suite 150
Atlanta, Georgia 30338
Attention: Regional Credit Manager
Telecopy No.: 770-522-7673

with copies to:

The CIT Group/Commercial Services, Inc.
1211 Avenue of the Americas
New York, New York 10036
Attention: James Heed
Telecopy No.: 212-536-1328

If to the Administrative Agent or Syndication Agent:

Bank of America, N.A.
600 Peachtree Street, 5^th Floor
Atlanta, GA 30308
Attention: Business Credit-Account Executive
Telecopy No.: 404-607-6437

with copies to:

Troutman Sanders LLP
600 Peachtree Street, 52nd Floor
Atlanta, GA 30308
Attention: Michael Leveille
Telecopy No.: 404-962-6615

If to the Borrowers or the Borrowers’ Agent:

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, TN 37363
Attention: Chief Financial Officer
Telecopy No.: 423-238-6874

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with copies to:

c/o Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, GA 30309
Attention: General Counsel
Telecopy No.: 404-815-6555

If to a Lender:

To the address of such Lender set forth on the signature page hereto or on the Assignment and Acceptance for such Lender, as applicable

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

13.9      Waiver of Notices.      Unless otherwise expressly provided herein, each Borrower waives presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the Obligations and notice of acceleration of the Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on any Borrower which the Collateral Agent or any Lender may elect to give shall entitle any Borrower to any or further notice or demand in the same, similar or other circumstances.

13.10      Binding Effect.      The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any Borrower without prior written consent of the Collateral Agent and each Lender. The rights and benefits of the Collateral Agent and the Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the Obligations or any part thereof.

13.11      Indemnity of the Agents and the Lenders by the Borrowers.

(a)     To the fullest extent permitted by law, the Borrowers agree to defend, indemnify and hold the Agent-Related Persons, and each Lender, their parents, Affiliates and Subsidiaries and all of their respective officers, directors, employees, counsel, representatives, successors, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Collateral Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the

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transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

(b)     To the fullest extent permitted by law, the Borrowers agree to indemnify, defend and hold harmless each Indemnified Person from any claim, demand, damages, penalties, fines, costs (including without limitation reasonable and actual attorneys’ fees and expenses), loss or other liability, of any type whatsoever (collectively, "Damages") imposed on, incurred by or asserted against any Indemnified Person, directly or indirectly, arising out of (i) the use, generation, manufacture, production, storage, Release, threatened Release, discharge, disposal or presence of any Contaminant relating to any Borrower’s operations, business or property, or (ii) any Damages arising from or related to any non-compliance or alleged non-compliance with any Environmental Laws with respect to any Borrower or Borrower’s operations, business or Property; provided, however, that such indemnity shall not apply to any Damages to the extent resulting from the willful misconduct of any Indemnified Person. This indemnity shall apply whether the Contaminant is on, under or about, or migrated from or originated at any Borrower’s property or operations or property leased to any Borrower, provided, that the Borrowers shall have no obligation hereunder to any indemnify any Person with respect to any loss or liability to the extent resulting from the gross negligence or willful misconduct of such Person.

13.12      Limitation of Liability.      NO CLAIM MAY BE MADE BY ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST ANY AGENT, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER AND EACH LENDER HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

13.13      Final Agreement.      This Agreement and the other Loan Documents are intended by the Borrowers, the Agents and the Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof, except for the Fee Letter. No modification, rescission, waiver, release, or amendment of any

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provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the Borrowers and a duly authorized officer of each of the Collateral Agent and the requisite Lenders.

13.14       Counterparts.      This Agreement may be executed in any number of counterparts, and by the Agents, each Lender and the Borrowers in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

13.15      Captions.      The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

13.16      Right of Setoff.      In addition to any rights and remedies of the Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each Lender is authorized at any time and from time to time, without prior notice to any Borrower, any such notice being waived by the Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of any Borrower against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Collateral Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers’ Agent and the Collateral Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

13.17      Confidentiality.

(a)     The Borrowers hereby agree that the Agents and each Lender may prepare and disseminate "tombstone" and other similar advertising and promotional materials describing the credit accommodation entered into pursuant to this Agreement, including the names and addresses of the Borrowers, the amount of the credit facilities hereunder, and a general description of the Borrowers’ business.

(b)     Each Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Borrowers and provided to the Collateral Agent or such Lender by or on behalf of the Borrowers, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Collateral Agent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Borrowers, provided that such source is not

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bound by a confidentiality agreement with the Borrowers known to the Collateral Agent or such Lender; provided, however, that the Collateral Agent and any Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which the Collateral Agent or such Lender is subject or in connection with an examination of the Collateral Agent or such Lender by any such Governmental Authority; (2) upon prior notice to the Borrowers’ Agent (unless otherwise prohibited by any such subpoena or court process), pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Collateral Agent, any Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to the extent necessary in such Lender’s judgment, to the Collateral Agent’s or such Lender’s independent auditors, accountants, attorneys and other professional advisors, provided that such independent auditors, accountants, attorneys and other professional advisors agree to keep such information confidential to the same extent required of the Collateral Agent and the Lenders hereunder; (7) to any prospective Participant or Assignee under any Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of the Collateral Agent and the Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which any Borrower is party or is deemed party with the Collateral Agent or such Lender, and (9) to its Affiliates, provided that such Lender shall cause any such Affiliate to keep such information confidential to the same extent required of such Lender hereunder.

13.18      Conflicts with Other Loan Documents.      Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

(Signatures Begin On Next Page)

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IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

"PARENT"

Miller Industries, Inc.

By:   /s/ Frank Madonia

       Frank Madonia 
       Executive Vice President

"SUBSIDIARY MILLER BORROWERS"

APACO, INC.
B&B ASSOCIATED INDUSTRIES, INC.
CHEVRON, INC.
CENTURY HOLDINGS, INC.
CHAMPION CARRIER CORPORATION COMPETITION WHEELIFT, INC.
GOLDEN WEST TOWING EQUIPMENT INC.
KING AUTOMOTIVE & INDUSTRIAL EQUIPMENT, INC.
MID AMERICA WRECKER & EQUIPMENT SALES, INC. OF
     COLORADO
MILLER FINANCIAL SERVICES GROUP, INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MILLER INDUSTRIES TOWING EQUIPMENT INC.
PURPOSE, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.

By:   /s/ Frank Madonia

        Frank Madonia 
      Attorney-in-Fact of each entity listed above

"SUBSIDIARY ROADONE BORROWERS"

ACKERMAN WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC.
ALLIED GARDENS TOWING, INC.
ALLIED TOWING AND RECOVERY, INC.
ALTAMONTE TOWING, INC.
ANDERSON TOWING SERVICE, INC.
ARROW WRECKER SERVICE, INC.
A TO Z ENTERPRISES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BEATY TOWING & RECOVERY, INC.
BERT'S TOWING RECOVERY CORPORATION
BOB BOLIN SERVICES, INC.
BOB'S AUTO SERVICE, INC.
BOB VINCENT AND SONS WRECKER SERVICE, INC.
BOULEVARD & TRUMBULL TOWING, INC.
BREWER'S, INC.
BRYRICH CORPORATION
C&L TOWING SERVICES, INC.
CAL WEST TOWING, INC.
CARDINAL CENTRE ENTERPRISES, INC.
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTRAL VALLEY TOWING, INC.
CHAD'S, INC.
CHICAGO METRO SERVICES, INC.
CLARENCE CORNISH AUTOMOTIVE SERVICE, INC.
CLEVELAND VEHICLE DETENTION CENTER, INC.
COFFEY’S TOWING, INC.
COLEMAN’S TOWING & RECOVERY, INC.
D.A. HANELINE, INC.
DVREX, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
DON'S TOWING, INC.

DUGGER’S SERVICES, INC.
DUN-RITE TOWING INC.
DURU, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GARY’S TOWING & SALVAGE POOL, INC.
GOOD MECHANIC AUTO CO. OF RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
KAUFF'S, INC.
KAUFF’S OF FT. PIERCE, INC.
KAUFF’S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN'S TOWING, INC.
LAZER TOW SERVICES, INC.
LEVESQUE'S AUTO SERVICE, INC.
LWKR, INC.
LINCOLN TOWING ENTERPRISES, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MERL'S TOWING SERVICE, INC.
MIKE'S WRECKER SERVICE, INC.
MOORE'S SERVICE & TOWING, INC.
MOORE'S TOWING SERVICE, INC.
MOSTELLER’S GARAGE, INC.
MURPHY'S TOWING, INC.
OFFICIAL TOWING, INC.
O'HARE TRUCK SERVICE, INC.
P.A.T., INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN'S TRUCK CENTER, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.

RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY’S TOWING, INC.
RECOVERY SERVICES, INC.
RTIEX, INC.
RBEX INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROADONE SPECIALIZED TRANSPORTATION, INC.
ROADONE TRANSPORTATION AND LOGISTICS, INC.
R.M.W.S., INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SOUTHWEST TRANSPORT, INC.
SPEED'S AUTOMOTIVE, INC.
SPEED'S RENTALS, INC.
SROGA'S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON'S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN COUNTY,
     INC.
TRUCK SALES & SALVAGE CO., INC.
WALKER TOWING, INC.
WES'S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
      ENTERPRISES, INC.
WHITEY’S TOWING, INC.
WILTSE TOWING, INC.

ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.

By:       /s/ Frank Madonia                                                  
        Frank Madonia
        Attorney-in-Fact of each entity listed above

"ADMINISTRATIVE AGENT,
SYNDICATION AGENT AND EXISTING
TITLED COLLATERAL AGENT"

BANK OF AMERICA, N.A., as the
Administrative Agent, Syndication Agent and
Existing Titled Collateral Agent

By:       /s/ Kevin M. Moore                                                   
Name:        Kevin M. Moore                                                   
Title:          Senior V.P.                                                             

	"LETTER OF CREDIT ISSUER" BANK OF AMERICA, N.A., as the Letter of Credit Issuer By:       /s/ Kevin M. Moore                                                    Name:        Kevin M. Moore                                                    Title:          Senior V.P.
	"COLLATERAL AGENT" THE CIT GROUP/BUSINESS CREDIT, INC., as the Collateral Agent By:      /s/ Arthur R. Cordwell, Jr.                                           Name:       Arthur R. Cordwell, Jr.                                           Title:         V.P.
Address: 600 Peachtree Street, 5th Floor Atlanta, GA 30308 Attn: Business Credit - Account Executive Telecopy No: 404-607-6437	"LENDERS" BANK OF AMERICA, N.A., as a Lender By:       /s/ Kevin M. Moore                                                    Name:        Kevin M. Moore                                                    Title:          Senior V.P.
Address: 1200 Ashwood Parkway, Suite 150 Atlanta, GA 30338 Attn: Regional Credit Manager Telecopy No: 770-522-7673	THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender By:      /s/ Arthur R. Cordwell, Jr.                                           Name:       Arthur R. Cordwell, Jr.                                           Title:         V.P.

Address: 300 Galleria Parkway, Suite 800
Atlanta, GA 30339
Attn: Wesley Manus
Telecopy No: 770-857-2947 FLEET CAPITAL CORPORATION, as a Lender By:       /s/ Wes Manus                                                           
Name:         Wes Manus                                                          
Title:           Vice President                                                       

ANNEX A
to
Credit Agreement

Definitions

Capitalized terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the following definitions shall refer to sections of the Agreement:

"Accounts" means, as to any Borrower or Designated Subsidiary, all of such Borrower’s (or Designated Subsidiary’s) now owned or hereafter acquired or arising accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Account Debtor" means each Person obligated in any way on or in connection with an Account.

"ACH Transactions" means any cash management or related services including the automatic clearing house transfer of funds by Bank of America for the account of the Borrowers pursuant to agreement or overdrafts.

"Adjusted Net Earnings from Operations" means, with respect to any fiscal period of the Consolidated Parties, the Consolidated Parties’ net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets (provided, that, up to $891,000 in the aggregate of gain from capital asset sales that occurred during the Fiscal Year ended April 30, 2001 shall be included in net income for the fiscal periods ending on April 30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002 to the extent such asset sales occurred during such fiscal periods); (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by a Consolidated Party in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than a Consolidated Party) in which a Consolidated Party has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Consolidated Party in the form of cash distributions; (e) earnings of any Person to which assets of a Consolidated Party shall have been sold, transferred or disposed of, or into which a Consolidated Party shall have been merged, or which has been a party with a Consolidated Party to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of a Consolidated Party or from cancellation or forgiveness of Debt; and (g) gain and non-cash losses arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

"Administrative Agent" means Bank of America, solely in its capacity as administrative agent.

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"Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agent Advances" has the meaning specified in Section 1.2(i).

"Agent’s Liens" means the Liens in the Collateral granted to the Collateral Agent (and the existing Titled Collateral Agent), for the benefit of the Agents, the Letter of Credit Issuer and the Lenders pursuant to this Agreement and the other Loan Documents.

"Agent-Related Persons" means the Agents, together with their Affiliates, and the officers, directors, employees, counsel, representatives, agents and attorneys-in-fact of the Agents and such Affiliates.

"Agents" means the Administrative Agent, the Existing Titled Collateral Agent, the Collateral Agent and the Syndication Agent, collectively, and "Agent" means any such party, individually.

"Aggregate Miller Revolver Outstandings" means, at any date of determination without duplication: the sum of (a) the unpaid balance of Revolving Loans made to the Miller Borrowers, (b) the aggregate amount of Pending Revolving Loans requested by the Miller Borrowers, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit requested by the Miller Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit issued at the request of the Miller Borrowers.

"Aggregate Revolver Outstandings" means, at any date of determination, without duplication: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit.

"Aggregate RoadOne Revolver Outstandings" means, at any date of determination, without duplication: the sum of (a) the unpaid balance of Revolving Loans made to the RoadOne Borrowers, (b) the aggregate amount of Pending Revolving Loans requested by the RoadOne Borrowers, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit requested by the RoadOne Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit issued at the request of the RoadOne Borrowers.

"Agreement" means the Credit Agreement to which this Annex A is attached, as from time to time amended, modified or restated.

"Anniversary Date" means each anniversary of the Closing Date.

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"Applicable Margin" means:

1. with respect to Base Rate Revolving Loans and all other Obligations (other than Base Rate Term Loans and LIBOR Rate Loans), 0.75%;

2. with respect to Base Rate Term Loans, 1.00%;

3. with respect to LIBOR Revolving Loans, 2.75%; and

4. with respect to LIBOR Term Loans, 3.00%.

"Appraisal" means an appraisal, prepared on a basis satisfactory to the Collateral Agent, setting forth the Net Orderly Liquidation Value (and the orderly liquidation value) of all of each Borrower’s finished goods Inventory and Fleet Vehicles, which appraisal shall be prepared in accordance with Section 7.4(d).

"Asset Disposition" means any sale or other disposition of (a) less than all of the assets of any RoadOne Borrower, so long as (i) the Net Proceeds therefrom are at least equal to $100,000 or (ii) the assets sold or disposed of constitute all or substantially all of the assets of any location operated by such RoadOne Borrower, or (b) all of the assets, stock or property of any RoadOne Borrower (in either case, provided such assets, stock or property involve the RoadOne business), including through asset sales, stock sales, and mergers whereby the applicable RoadOne Borrower is not the surviving corporation.

"Asset Disposition Expenses" means, in connection with any Asset Disposition, (a) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Asset Disposition and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliates), (b) transfer taxes applicable to such Asset Disposition, (c) amounts payable to holders of Liens senior to the Agent’s Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (d) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

"Assignee" has the meaning specified in Section 11.2(a).

"Assignment and Acceptance" has the meaning specified in Section 11.2(a).

"Attorney Costs" means and includes all actual and reasonable fees, expenses and disbursements of one or more law firms or other counsel engaged by the Agents, including the reasonably allocated costs and expenses of internal legal services of the Agents.

"Availability" means, at any time (a) the lesser of (i) the Maximum Revolver Amount or (ii) the Borrowing Base, minus (b) Reserves other than Reserves deducted in the calculation of the Borrowing Base.

"Availability Requirement" means (a) $10,000,000 at any time prior to one or more sales of assets of the RoadOne Borrowers (other than sales or dispositions of Fleet Vehicles in the ordinary course of business that are obsolete or no longer used or useful in the RoadOne

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Borrowers’ business, provided such Fleet Vehicles are replaced with replacement Fleet Vehicles within 90 days after any such sale or disposition) on or after the Closing Date with a Net Senior Creditors Proceeds value, in the aggregate, greater than or equal to $35,976,338 and (b) $9,000,000 at any time thereafter.

"Bank of America" means Bank of America, N.A., a national banking association, or any successor entity thereto.

"Bank Products" means any one or more of the following types of services or facilities extended to a Borrower by Bank of America or CIT, or any Affiliate of Bank of America or CIT, in reliance on the agreement of Bank of America or CIT, as applicable, to indemnify such Affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements. "Bank Products" do not include floorplanning arrangements and vehicle repurchase obligations.

"Bank Product Reserves" means all reserves which the Collateral Agent from time to time establishes in its reasonable discretion for the Bank Products consisting of Hedge Agreements and credit cards then provided or outstanding.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. &sec; 101 et seq.).

"Base Rate" means the rate of interest per annum announced by The Chase Manhattan Bank from time to time as its prime rate in effect at its principal office in New York City. (The prime rate is not intended to be the lowest rate of interest charged by The Chase Manhattan Bank to its borrowers).

"Base Rate Loans" means, collectively, the Base Rate Revolving Loans and the Base Rate Term Loans.

"Base Rate Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the Base Rate.

"Base Rate Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the Base Rate.

"Blocked Account Agreement" means an agreement among one or more of the Borrowers, the Collateral Agent and a Clearing Bank, in form and substance reasonably satisfactory to the Collateral Agent, concerning the collection of payments which represent the proceeds of Accounts or of any other Collateral.

"Borrowers’ Agent" means Parent, in its capacity as agent for itself and the other Borrowers pursuant to Section 3.11.

"Borrowing" means a borrowing hereunder consisting of Revolving Loans or Term Loans made on the same day by the Lenders to the Borrowers or by CIT in the case of a

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Borrowing funded by Non-Ratable Loans or by the Collateral Agent in the case of a Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder.

"Borrowing Base" means, collectively, the Miller Borrowing Base and the RoadOne Borrowing Base.

"Borrowing Base Certificate" means a certificate by a Responsible Officer of the Borrowers’ Agent, substantially in the form of Exhibit A (or another form acceptable to the Collateral Agent) setting forth separately the calculation of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Collateral Agent. All calculations of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrowers’ Agent and certified to the Collateral Agent; provided, that the Collateral Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (a) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (b) to the extent that such calculation is not in accordance with this Agreement.

"Business Day" means (a) any day that is not a Saturday, Sunday, or a day on which banks in Atlanta, Georgia are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market.

"Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

"Capital Expenditures" means all payments due (whether or not paid during any fiscal period) in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, which has a useful life of more than one year, including, without limitation, those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease.

"Capital Lease" means any lease of property by a Consolidated Party which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of the Consolidated Parties.

"Change of Control" means the occurrence of any of the following: (a) a Person or "group" of Persons (within the meaning of Section 13(d) of the Exchange Act), shall acquire, beneficially or of record, 25% or more of the outstanding voting stock (stock entitled to vote for election of directors) of Parent; (b) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election by the Board of Directors of Parent or whose nomination for

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election by the shareholders of Parent, as the case may be, was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of Parent, as the case may be, then in office; or (c) Parent shall cease to own 100% of the equity interests of any other Borrower or such ownership shall cease to vest in Parent voting control with respect to any other Borrower, except as a result of a transaction permitted under this Agreement.

"Chassis Floorplan Agreement" means any agreement (other than a purchase order) pursuant to which (a) any Borrower purchases, acquires or receives chassis (whether through a purchase, bailment, consignment or other arrangement), (b) the applicable Borrower incurs any obligation to pay any Person for or with respect to any portion of the invoice price for such chassis, and (c) the applicable Borrower grants such Person a Lien in, or such Person retains any ownership interest in, such chassis.

"Chattel Paper" means, as to any Borrower, all of such Borrower’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

"CIT" means The CIT Group/Business Credit, Inc., or any successor entity thereto.

"Clearing Bank" means Bank of America or any other banking institution with whom a Payment Account has been established pursuant to a Blocked Account Agreement.

"Closing Date" means the date of this Agreement.

"Closing Fee" has the meaning specified in Section 2.4.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means (a) all of the Borrowers’ real and personal property, except to the extent excluded pursuant to the terms of the Security Agreement, and (b) all other assets of any Person from time to time subject to Agent’s Liens securing payment or performance of the Obligations.

"Collateral Agent" means CIT, solely in its capacity as collateral agent for the Lenders, and any successor collateral agent.

"Commitment" means, at any time with respect to a Lender, the principal amount set forth beside such Lender’s name under the heading "Commitment" on Schedule 1.1 attached to the Agreement or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 11.2, as such Commitment may be adjusted from time to time in accordance with the provisions of Sections 3.2(a) and 11.2, and "Commitments" means, collectively, the aggregate amount of the commitments of all of the Lenders.

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"Consolidated Parties" means Parent and each of its Subsidiaries whose financial statements are consolidated with Parent’s financial statements in accordance with GAAP.

"Contaminant" means any material, substance, constituent or waste, whether solid, liquid or gaseous, which is listed, defined or regulated as a "hazardous substance", "hazardous waste" or "solid waste", or otherwise classified as hazardous or toxic, under or pursuant to any Environmental Law, or regulated in any way under any Environmental Law; including, without limitation, asbestos and asbestos containing materials, petroleum and petroleum products, radon, polychlorinated biphenyls, urea formaldehyde foam insulation, explosives or radioactive materials.

"Continuation/Conversion Date" means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

"Custodial Administration Agreement" means the Custodial Administration Agreement entered into on or about the Closing Date among the Borrowers, the Custodial Administrator, the Collateral Agent, the Existing Titled Collateral Agent and the Junior Creditors’ Agent, together with any successor agreement with respect to the subject matter thereof.

"Custodial Administrator" means VINtek, Inc., a Pennsylvania corporation, together with any successor custodial administrator under any successor Custodial Administration Agreement.

"Debt" means, without duplication, all liabilities, obligations and indebtedness of any Borrower or any of their Subsidiaries to any Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, in each case to the extent such liabilities, obligations and indebtedness consist of (a) indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables, (b) Obligations; (c) obligations and liabilities of any Person secured by any Lien on any Borrower’s or Subsidiary’s property, even though such Borrower or Subsidiary shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Borrower or Subsidiary prepared in accordance with GAAP; (d) the principal amount of all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by any Borrower or Subsidiary, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Borrower or Subsidiary prepared in accordance with GAAP; (e) obligations and liabilities under Guaranties of Debt; and (f) the present value (discounted at the Base Rate) of lease payments due under synthetic leases.

"Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

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"Default Rate" means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate plus (b) two percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate. In addition, the Default Rate shall result in an increase in the Letter of Credit Fee by two percentage points per annum.

"Defaulting Lender" has the meaning specified in Section 12.15(c).

"Designated Account" has the meaning specified in Section 1.2(c).

"Designated Financial Officer" means each of the chief financial officer, the treasurer, and any other financial officer of Parent reasonably acceptable to the Collateral Agent.

"Designated Subsidiaries" means F. G. Russell Truck Equipment Ltd. and Canadian Towing Equipment, Inc.

"Distribution" means, in respect of any corporation: (a) the payment or making of any dividend or other distribution of property in respect of capital stock (or any options or warrants for, or other rights with respect to, such stock) of such corporation, other than distributions in capital stock (or any options or warrants for such stock) of the same class; or (b) the redemption or other acquisition by such corporation of any capital stock (or any options or warrants for such stock) of such corporation.

"Documents" means all documents as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Borrower.

"DOL" means the United States Department of Labor or any successor department or agency.

"Dollar" and "$" means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Agreements shall be made in Dollars.

"EBITDA" means, with respect to any fiscal period of the Consolidated Parties, Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Interest Expense, Federal, state, local and foreign income taxes, depreciation and amortization. In calculating EBITDA, at a time when the Subsequent EBITDA Requirement is applicable under Section 7.24, for any fiscal period, EBITDA will be calculated as if the Asset Disposition of the assets and/or stock of the RoadOne Borrowers had occurred prior to such fiscal period.

"Eligible Accounts" means the Accounts arising in the ordinary course of business from the sale of goods or the delivery of services by any Borrower which the Collateral Agent in good faith determines to be Eligible Accounts. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Accounts shall not include any Account:

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(a)     with respect to which more than ninety (90) days have elapsed since the date of the original invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to which any of the representations, warranties, covenants, and agreements contained in the Security Agreement are incorrect or have been breached;

(c)     with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

(d)     which represents a progress billing (as hereinafter defined) or as to which any Borrower has extended the time for payment without the consent of the Collateral Agent; for the purposes hereof, "progress billing" means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon a Borrower’s completion of any further performance under the contract or agreement;

(e)     with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;

(f)     if fifty percent (50%) or more of the aggregate Dollar amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible under clause (a) above;

(g)     owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit satisfactory to the Collateral Agent in its discretion;

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provided, that, this clause (g) shall not exclude up to $500,000 of Accounts outstanding not more than thirty (30) days after the date of the original invoice that are owing at any time by Western Corporation, a subsidiary of Yanase-Co., Ltd.;

(h)     owed by an Account Debtor which is an Affiliate or employee of any Borrower;

(i)     except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Collateral Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC;

(j)     owed by an Account Debtor to which a Borrower or any of its Subsidiaries is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Collateral Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by the government of the United States of America, or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. &sec; 3727 et seq.), and any other steps necessary to perfect the Agent’s Liens therein, have been complied with to the Collateral Agent’s satisfaction with respect to such Account, provided that this requirement shall not apply to up to $100,000 in the aggregate of Accounts;

(l)     owed by any state, municipality, or other political subdivision of the United States of America, or any department, agency, public corporation, or other instrumentality thereof and as to which the Collateral Agent determines that its Lien therein is not or cannot be perfected, provided that this requirement shall not apply to up to $100,000 in the aggregate of Accounts;

(m)     which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

(n)     which is evidenced by a promissory note or other instrument or by chattel paper;

(o)     if the Collateral Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

(p)     with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has qualified to do business in such jurisdiction or has filed a Notice of Business Activities Report or equivalent report for the then current year;

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(q)     which arises out of a sale not made in the ordinary course of the applicable Borrower’s business;

(r)     with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Borrower, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

(s)     owed by an Account Debtor which is obligated to the Borrower or the Designated Subsidiaries respecting Accounts the aggregate unpaid balance of which exceeds fifteen percent (15%) of the aggregate unpaid balance of all Accounts owed to the Borrowers and the Designated Subsidiaries at such time by all of the Account Debtors, but only to the extent of such excess;

(t)     which is not subject to a first priority and perfected security interest in favor of the Collateral Agent for the benefit of the Lenders;

(u)     which arises out of financing, insurance and other similar charges; or

(v)     which arises out of the sale of chassis that are not attached to wrecker bodies unless the applicable Borrower has paid for the chassis in full.

If any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of Eligible Accounts.

"Eligible Assignee" means (a) a commercial bank, commercial finance company or other asset based lender, having total assets in excess of $1,000,000,000; (b) any Lender listed on the signature page of this Agreement; (c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Collateral Agent.

"Eligible Designated Subsidiary Inventory" means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Collateral Agent in good faith determines to be Eligible Inventory. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any Inventory:

(a)     that is not owned by a Designated Subsidiary;

(b)     that is not subject to a first priority and perfected security interest in favor of Miller Towing pursuant to the Intercompany Security Documents that has been collaterally assigned on a first priority basis to the Collateral Agent pursuant to the Intercompany Security Documents Assignment, all in form and substance satisfactory to the Collateral Agent, which collateral assignment shall not be subject to any other Lien whatsoever (other than the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

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(c)     that does not consist of finished goods or raw materials;

(d)     that consists of work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

(e)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale;

(f)     that is not currently either usable or salable, at prices approximating at least cost, in the normal course of the Designated Subsidiaries’ business, or that is slow moving or stale;

(g)     that is obsolete or returned or repossessed or used goods taken in trade;

(h)     that is located outside the United States of America or Canada (or that is in-transit from vendors or suppliers);

(i)     that is located in a public warehouse or in possession of a bailee or in a facility leased by a Designated Subsidiary, if the warehouseman, the bailee, or the lessor has not delivered to the Collateral Agent, if requested by the Collateral Agent, a subordination agreement in form and substance satisfactory to the Collateral Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location;

(j)     that contains or bears any Proprietary Rights licensed to a Designated Subsidiary by any Person, if the Collateral Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement and Section 9.2 without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which the applicable Designated Subsidiary has not delivered to the Collateral Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Collateral Agent if requested;

(k)     that consists of chassis that are not attached to wrecker bodies, unless the Designated Subsidiaries have paid for the chassis in full;

(l)     that is not reflected in the details of a current inventory report; or

(m)     that is Inventory placed on consignment.

If any Inventory at any time ceases to be Eligible Designated Subsidiary Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Designated Subsidiary Inventory.

"Eligible Fleet Vehicles" means Fleet Vehicles used by the RoadOne Borrowers that are subject to the Agent’s Liens (which shall be a first priority Lien) and that are determined by the

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Collateral Agent in good faith to be eligible. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Fleet Vehicles shall not include any Fleet Vehicle:

(a)     that is not owned by a RoadOne Borrower;

(b)     that is not subject to the Agent’s Liens, which are perfected as to such Fleet Vehicle, or that are subject to any other Lien whatsoever (other than the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

(c)     for which the Collateral Agent (or the Custodial Administrator in accordance with the terms of the Custodial Administration Agreement) has not received the original certificate of title with respect thereto, properly noting the Agent’s Lien thereon;

(d)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale; or

(e)     that is located outside the United States of America or Canada.

"Eligible Independent Distributor Inventory" means new wreckers, carriers and chassis that have been sold by the Borrowers to Independent Distributors that are determined by the Collateral Agent in good faith to be eligible and with respect to which (a) the Borrowers have a first priority perfected security interest in such inventory as security for the payment of the purchase price therefor, pursuant to security agreements, UCC financing statements and other legal documentation acceptable to the Collateral Agent, subject to no other Liens, (b) the Collateral Agent shall have received the originals of all Instruments, Chattel Paper and other agreements relating to such inventory and payment obligation, duly endorsed or assigned to the Collateral Agent, together with such UCC assignments as the Collateral Agent may request, (c) the Collateral Agent has received such satisfactory lien searches and other documents as it may request, and (d) all other matters are satisfactory to the Collateral Agent in good faith.

"Eligible Intercompany Accounts" means the Accounts arising in the ordinary course of business from the sale of goods or the delivery of services by any Designated Subsidiary which the Collateral Agent in good faith determines to be Eligible Intercompany Accounts. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Intercompany Accounts shall not include any Account:

(a)     with respect to which more than ninety (90) days have elapsed since the date of the original invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to which any of the representations, warranties, covenants, and agreements contained in the Security Agreement are incorrect or have been breached;

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(c)     with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

(d)     which represents a progress billing (as hereinafter defined) or as to which any Designated Subsidiary has extended the time for payment without the consent of the Collateral Agent; for the purposes hereof, "progress billing" means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon a Designated Subsidiary’s completion of any further performance under the contract or agreement;

(e)     with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;

(f)     if fifty percent (50%) or more of the aggregate Dollar amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible under clause (a) above;

(g)     owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit satisfactory to the Collateral Agent in its discretion;

(h)     owed by an Account Debtor which is an Affiliate or employee of any Designated Subsidiary;

(i)     except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Collateral

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Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the Personal Property Security Act of British Columbia or Ontario;

(j)     owed by an Account Debtor to which a Designated Subsidiary or any of its Subsidiaries is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Collateral Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by any federal, state, municipality, or other political subdivision of the United States of America or Canada, or any department, agency, public corporation, or other instrumentality thereof and as to which the Collateral Agent determines that its Lien therein is not or cannot be perfected;

(l)     which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

(m)     which is evidenced by a promissory note or other instrument or by chattel paper;

(n)     if the Collateral Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

(o)     with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the applicable Designated Subsidiary to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Designated Subsidiary has qualified to do business in such jurisdiction or has filed a Notice of Business Activities Report or equivalent report for the then current year;

(p)     which arises out of a sale not made in the ordinary course of the applicable Designated Subsidiary’s business;

(q)     with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Designated Subsidiary, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

(r)     owed by an Account Debtor which is obligated to the Designated Subsidiary or the Borrowers respecting Accounts the aggregate unpaid balance of which exceeds fifteen percent (15%) of the aggregate unpaid balance of all Accounts owed to the Designated Subsidiaries and the Borrowers at such time by all of the Account Debtors, but only to the extent of such excess;

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(s)     which is not subject to a first priority and perfected security interest in favor of Miller Towing pursuant to the Intercompany Security Documents that has been collaterally assigned on a first priority basis to the Collateral Agent pursuant to the Intercompany Security Documents Assignment, all in form and substance satisfactory to the Collateral Agent;

(t)     which arises out of financing, insurance and other similar charges; or

(u)     which arises out of the sale of chassis that are not attached to wrecker bodies unless the applicable Designated Subsidiary has paid for the chassis in full.

If any Account at any time ceases to be an Eligible Intercompany Account, then such Account shall promptly be excluded from the calculation of Eligible Intercompany Accounts.

"Eligible Inventory" means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Collateral Agent in good faith determines to be Eligible Inventory. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any Inventory:

(a)     that is not owned by a Borrower;

(b)     that is not subject to the Agent’s Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than Permitted Liens described on Schedule 7.18 and the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that all such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

(c)     that does not consist of finished goods or raw materials;

(d)     that consists of work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

(e)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale;

(f)     that is not currently either usable or salable, at prices approximating at least cost, in the normal course of the Borrowers’ business, or that is slow moving or stale;

(g)     that is obsolete or returned or repossessed or used goods taken in trade;

(h)     that is located outside the United States of America or Canada (or that is in-transit from vendors or suppliers);

(i)     that is located in a public warehouse or in possession of a bailee or in a facility leased by a Borrower, if the warehouseman, the bailee, or the lessor has not delivered to the Collateral Agent, if requested by the Collateral Agent, a subordination agreement in form and

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substance satisfactory to the Collateral Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location;

(j)     that contains or bears any Proprietary Rights licensed to a Borrower by any Person, if the Collateral Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement and Section 9.2 without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which the applicable Borrower has not delivered to the Collateral Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Collateral Agent if requested;

(k)     that consists of chassis that are not attached to wrecker bodies, unless the Borrowers have paid for the chassis in full;

(l)     that is not reflected in the details of a current inventory report; or

(m)     that is Inventory placed on consignment.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.

"Eligible Miller Accounts" means Eligible Accounts owned by a Miller Borrower and arising out of the Miller Borrowers’ manufacturing and distribution business.

"Eligible RoadOne Accounts" means Eligible Accounts owned by a RoadOne Borrower and arising out of the RoadOne Borrowers’ RoadOne business.

"Eligible Secured Accounts" means Accounts arising in the ordinary course of the Borrowers’ non-RoadOne business from the sale of goods that do not constitute Eligible Accounts solely as a result of such Accounts failure to comply with clause (a) or (f) of the definition of Eligible Accounts, provided that (a) such Accounts are determined by the Collateral Agent in good faith to otherwise be eligible, (b) such Accounts are outstanding for no more than three hundred sixty (360) days after the original invoice date therefor, and (c) such Accounts arise out of the sale of, and are secured by a first priority perfected security interest in, Eligible Independent Distributor Inventory.

"Environmental Claims" means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, for a Release of any Contaminant or for any injury to the environment.

"Environmental Compliance Reserve" means any reserve which the Collateral Agent establishes in its reasonable discretion after prior written notice to the Borrowers’ Agent from time to time for amounts that are reasonably likely to be expended by the Borrowers in order for the Borrowers and their operations and property (a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any material non-compliance with Environmental Laws identified in a report delivered to

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the Collateral Agent and the Lenders prior to the Closing Date or pursuant to Section 7.7. The initial Environmental Compliance Reserve shall be $100,000.

"Environmental Laws" means all applicable federal, state or local laws, rules, regulations, ordinances and codes, together with all administrative orders, licenses, authorizations and permits of, and agreements with, any Governmental Authority, now or hereafter in effect relating to pollution or protection of the environment (including, without limitation, ambient air, surface water, ground water, land and natural resources), health, safety and land use matters, including laws relating to emissions, discharges, Releases or threatened Releases of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, removal, transport or handling of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

"Environmental Lien" means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

"Equipment" means, as to any Borrower, all of such Borrower’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, tow trucks, wreckers and other Fleet Vehicles, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Borrower and all of such Borrower’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

"ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment

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as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan, (e) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multi-employer Plan, or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

"Event of Default" has the meaning specified in Section 9.1.

"Excess Availability" means, at any time (a) the Borrowing Base, minus (b) Reserves other than Reserves deducted in the calculation of the Borrowing Base, minus (c) the Aggregate Revolver Outstandings.

"Exchange Act" means the Securities Exchange Act of 1934, and regulations promulgated thereunder.

"Existing Certificates of Title" means each certificate of title or other comparable instrument with respect to wreckers, vehicles and other Collateral owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’ Agent (or Bank of America) as the lienholder thereon.

"Existing Letter of Credit" means letter of credit number 3033044, in the face amount of $150,000, issued by Bank of America on behalf of Parent in favor of Gelco Corporation dba GE Capital Fleet Services.

"Existing Titled Collateral" means all wreckers, vehicles and other Collateral for which an Existing Certificate of Title has been issued as of the Closing Date.

"Existing Titled Collateral Agent" means Bank of America, solely in its capacity as agent for the Lenders with respect to the Existing Titled Collateral and the Existing Certificates of Title.

"FDIC" means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Collateral Agent.

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"Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Fee Letter" means that certain fee letter, dated May 17, 2001, among Parent, Bank of America and CIT.

"Financial Statements" means, according to the context in which it is used, the financial statements referred to in Sections 5.2 and 6.6 or any other financial statements required to be given to the Lenders pursuant to this Agreement.

"Fiscal Year" means the Consolidated Parties’ fiscal year for financial accounting purposes. The current Fiscal Year of the Consolidated Parties will end on April 30, 2002.

"Fixed Assets" means the Equipment (other than Fleet Vehicles) and Real Estate of the Borrowers.

"Fixed Charge Coverage Ratio" means, with respect to any fiscal period of Consolidated Parties, the ratio of EBITDA to Fixed Charges.

"Fixed Charges" means, with respect to any fiscal period of the Consolidated Parties on a consolidated basis, without duplication, Interest Expense, Capital Expenditures (excluding Capital Expenditures funded with Debt other than Revolving Loans, but including, without duplication, principal payments with respect to such Debt), scheduled principal payments of Debt, and Federal, state, local and foreign income taxes, excluding deferred taxes; provided, in the case of principal payments under the Junior Credit Agreement, only principal amounts actually paid to the Junior Creditors in accordance with Section 2.1 of the Junior Credit Agreement shall be included as "scheduled principal payments of Debt" in calculating the amount of Fixed Charges for any fiscal period.

"Fleet Vehicle Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clause(b)(ii) of the definition of RoadOne Borrowing Base less Reserves relating thereto.

"Fleet Vehicles" means all wreckers and other vehicles owned and used by the RoadOne Borrowers in their RoadOne business.

"Foreign Subsidiary" means any direct or indirect Subsidiary of Parent which is organized under the laws of a jurisdiction other than a state of the Untied States of America.

"Funding Date" means the date on which a Borrowing occurs.

"GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the Closing Date.

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"General Intangibles" means, as to any Borrower, all of such Borrower’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of such Borrower of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to such Borrower in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Borrower from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which such Borrower is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property, and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Borrower.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

"Guaranty" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Hedge Agreement" means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging the Borrowers’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

"Independent Distributors" means distributors of the Borrowers that are not Subsidiaries of Parent.

"Instruments" means all instruments as such term is defined in the UCC, now owned or hereafter acquired by any Borrower.

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"Intercompany Accounts" means Accounts of Miller Towing with respect to which a Designated Subsidiary is the Account Debtor.

"Intercompany Availability" means the lesser of:

(a)     $4,000,000;

(b)     the Dollar amount of the then outstanding Intercompany Account owing by the Designated Subsidiaries to Miller Towing with respect to purchases of Inventory; and

(c)     the sum of:

(i)     up to 80% of the Net Amount of Eligible Intercompany Accounts;

(ii)     up to 55% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Designated Subsidiary Inventory consisting of raw materials; plus

(iii)     up to the lesser of (A) 75% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Designated Subsidiary Inventory consisting of finished goods, and (B) up to 75% of the Net Orderly Liquidation Value of Eligible Designated Subsidiary Inventory consisting of finished goods (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Designated Subsidiary Inventory consisting of finished goods as set forth in the most recent quarterly Appraisal to the book value of Eligible Designated Subsidiary Inventory consisting of finished goods as of the effective date of such Appraisal).

"Intercompany Inventory Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clauses (c)(ii) and (iii) of the definition of Intercompany Availability, or, if less, the amount of Intercompany Availability, in each case, less Reserves relating thereto.

"Intercompany Security Documents" means each security agreement, pledge agreement, financing statement and other agreement, document and instrument, in each case executed by a Designated Subsidiary in favor of Miller Towing, securing the repayment of any Intercompany Account, such documents to be (a) in form and substance acceptable to the Agents and (b) collaterally assigned to the Collateral Agent pursuant to the Intercompany Security Documents Assignment.

"Intercompany Security Documents Assignment" means the Collateral Assignment executed by Miller Towing in favor of the Collateral Agent, for the benefit of the Agents, the Lenders and the Letter of Credit Issuer, in form and substance acceptable to the Agents.

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"Interest Expense" means interest on Debt required or scheduled to be paid during the period for which computation is being made (including the interest component of all Capital Leases and synthetic leases), excluding the amortization of fees and costs incurred with respect to the closing of loans.

"Interest Period" means, as to any LIBOR Rate Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and ending on the date one, two, three or six months thereafter as selected by a Borrower in its Notice of Borrowing, in the form attached hereto as Exhibit B, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit D, provided that:

(a)     if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b)     any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)     no Interest Period shall extend beyond the Stated Termination Date.

"Interest Rate" means each or any of the interest rates, including the Default Rate, set forth in Section 2.1.

"Inventory" means, as to any Borrower (or any Designated Subsidiary), all of such Borrower’s or Designated Subsidiary’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Borrower’s or Designated Subsidiary’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

"Inventory Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clause(c)(ii) of the definition of Miller Borrowing Base less Reserves relating thereto.

"Investment Property" means, as to any Borrower, all of such Borrower’s right title and interest in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"IRS" means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

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"Junior Credit Agreement" means that certain Amended and Restated Credit Agreement, dated as of the date of the Agreement, among Parent and Miller Industries Towing Equipment, Inc., as borrowers, the domestic Subsidiaries of Parent, as guarantors, the Junior Creditors, and the Junior Creditors’ Agent.

"Junior Creditors" means Bank of America, Wachovia Bank, N.A., SunTrust Bank, N.A. and AmSouth Bank, together with their successors and assigns.

"Junior Creditors’ Agent" means Bank of America, in its capacity as agent for the Junior Creditors pursuant to the Junior Credit Agreement.

"Latest Projections" means: (a) on the Closing Date and thereafter until the Collateral Agent receives new projections pursuant to Section 5.2(e), the projections of the Consolidated Parties’ financial condition, results of operations, and cash flows, for the period commencing on May 1, 2001 and ending on April 30, 2004, and delivered to the Agents prior to the Closing Date; and (b) thereafter, the projections most recently received by the Collateral Agent pursuant to Section 5.2(f).

"Lender" and "Lenders" have the meanings specified in the introductory paragraph hereof and shall include the Collateral Agent to the extent of any Agent Advance outstanding and CIT to the extent of any Non-Ratable Loan outstanding; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any Lender’s Pro Rata Share.

"Letter of Credit" has the meaning specified in Section 1.4(a).

"Letter of Credit Fee" has the meaning specified in Section 2.6.

"Letter of Credit Issuer" means Bank of America or any Affiliate of Bank of America that issues any Letter of Credit pursuant to this Agreement.

"Letter of Credit Subfacility" means $10,000,000.

"Liabilities" means all Debt, obligations and liabilities of any Borrower, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due.

"LIBOR Interest Payment Date" means, with respect to a LIBOR Loan, the Termination Date, the first day of each calendar month while such LIBOR Loan is outstanding, and the last day of each Interest Period applicable to such Loan.

"LIBOR Rate" means, for any Interest Period, with respect to LIBOR Rate Loans, the rate of interest per annum determined pursuant to the following formula:

LIBOR Rate =               Offshore Base Rate            
                                  1.00 - Eurodollar Reserve Percentage

Where,

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"Offshore Base Rate" means a variable rate of interest equal to, at the Collateral Agent’s election (a) the applicable London Interbank Offered Rate for deposits in Dollars quoted to the Collateral Agent by The Chase Manhattan Bank (or any successor thereof), or (b) the rate of interest determined by the Collateral Agent at which deposits in Dollars are offered for the relevant Interest Period based on information presented on Telerate Systems at Page 3750 as of 11:00 A.M. (London time) on the day which is two (2) Business Days prior to the first day of such Interest Period, provided that, if at least two such offered rates appear on the Telerate System at Page 3750 in respect of such Interest Period, the arithmetic mean of all such rates (as determined by the Collateral Agent) will be the rate used;

"Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100^th of 1%) in effect on such day applicable to member banks under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Offshore Rate for each outstanding LIBOR Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

"LIBOR Rate Loans" means, collectively, the LIBOR Revolving Loans and the LIBOR Term Loans.

"LIBOR Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the LIBOR Rate.

"LIBOR Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the LIBOR Rate.

"Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

"Loan Account" means the loan account of the Borrowers, which account shall be maintained by the Collateral Agent.

"Loan Documents" means this Agreement, the Patent and Trademark Agreements, the Intercompany Security Documents Assignment, the Subordination Agreement, the Security Agreement, the Mortgages, the Pledge Agreement, and any other agreements, instruments, anddocuments heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by this Agreement.

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documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by this Agreement.

"Loans" means, collectively, all loans and advances provided for in Article 1.

"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrowers, taken as a whole, or the Collateral; (b) a material impairment of the ability of any Borrower or any Affiliate of a Borrower to perform under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower of any Loan Document to which it is a party.

"Maximum Miller Revolver Amount" means $56,000,000, as adjusted from time to time in accordance with Section 1.2(j).

"Maximum Revolver Amount" means $102,000,000.

"Maximum RoadOne Revolver Amount" means $46,000,000, as adjusted from time to time in accordance with Section 1.2(j).

"Miller Availability" means, at any time (a) the lesser of (i) the Maximum Miller Revolver Amount or (ii) the Miller Borrowing Base, minus (b) Reserves relating solely to the Miller Borrowers and their assets, other than Reserves deducted in the calculation of the Miller Borrowing Base.

"Miller Borrowers" means, collectively, Parent and each of the Subsidiaries of Parent listed on the signature pages to the Agreement as a "Subsidiary Miller Borrower".

"Miller Borrowing Base" means, at any time, an amount equal to:

(a)     up to 80% of the Net Amount of Eligible Miller Accounts, plus

(b)     the lesser of (i) $5,000,000 and (ii) the aggregate Net Amount of all Eligible Secured Accounts, provided that the Net Amount of each Eligible Secured Account will be limited to the lesser of (A) the Net Amount of such Eligible Secured Account and (B) 50% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of the Eligible Independent Distributor Inventory securing such Eligible Secured Account, plus

(c)     the lesser of:

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(i) $80,000,000 minus the amount of the Fleet Vehicle Availability and the Intercompany Inventory Availability; and

(ii) the sum of:

(A) up to 55% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Inventory consisting of raw materials, plus

(B) up to the lesser of (1) 75% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Inventory consisting of finished goods, and (ii) up to 75% of the Net Orderly Liquidation Value of Eligible Inventory consisting of finished goods (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Inventory consisting of finished goods as set forth in the most recent quarterly Appraisal to the book value of Eligible Inventory consisting of finished goods as of the effective date of such Appraisal), plus

(d) Intercompany Availability; minus

(e) such Reserves as the Collateral Agent may establish from time to time in good faith.

"Miller Excess Availability" means, at any time (a) the Miller Borrowing Base, minus (b) Reserves applicable to the Miller Borrowers, other than Reserves deducted in the calculation of the Miller Borrowing Base, minus (c) the Aggregate Miller Revolver Outstandings.

"Miller Revolving Credit Facility" means the credit facility for Revolving Loans made available to the Miller Borrowers in accordance with Section 1.2.

"Miller Towing" means Miller Industries Towing Equipment Inc., a Delaware corporation.

"Mortgages" means and includes any and all of the mortgages, deeds of trust, deeds to secure debt, assignments and other instruments executed and delivered by the Borrowers to or for the benefit of the Collateral Agent by which the Collateral Agent, on behalf of the Agents, the Letter of Credit Issuer and the Lenders, acquires a Lien on the owned Real Estate, and all amendments, modifications and supplements thereto.

"Multi-employer Plan" means a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate.

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"Navistar Consignment Agreement" means that certain Consignment and Sales Agreement, dated April 14, 1999, by and among the Navistar International Transportation Corp., Lee Smith, Inc., and Miller Towing.

"Navistar Intercreditor Agreement" means that certain Intercreditor Agreement executed or to be executed by and among the Collateral Agent, the Existing Titled Collateral Agent, the Junior Creditors’ Agent, and Navistar Financial Corporation.

"Net Amount of Eligible Accounts" means, at any time, the gross amount of Eligible Accounts less (a) sales, excise or similar taxes, and less returns, discounts, claims, credits and (b) allowances, accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.

"Net Junior Creditor Proceeds" means all Net Proceeds received by any RoadOne Debtor from any RoadOne Disposition, net of (a) all Net Senior Creditor Proceeds, and (b) all Required Payments.

"Net Orderly Liquidation Value" means the net orderly liquidation value of the finished goods Inventory and Fleet Vehicles, as reflected in the most recent Appraisal received by the Collateral Agent in accordance with Section 7.4(d).

"Net Proceeds" means, in connection with any Asset Disposition, the gross proceeds from such Asset Disposition minus Asset Disposition Expenses.

"Net Senior Creditor Proceeds" means, with respect to any Asset Disposition (a) of owned Real Estate, the amount advanced by the Lenders on the Closing Date pursuant to the Term Loan with respect to such parcel of Real Estate, (b) of Equipment (other than Fleet Vehicles), the amount advanced by the Lenders on the Closing Date pursuant to the Term Loan with respect to such Equipment, (c) of Fleet Vehicles, the amount included in the RoadOne Borrowing Base at the time of such Asset Disposition with respect to such Fleet Vehicles, and (d) of Accounts, the amount included in the RoadOne Borrowing Base at the time of such Asset Disposition with respect to such Accounts.

"Non-Ratable Loan" and "Non-Ratable Loans" have the meanings specified in Section 1.2(h).

"Notice of Borrowing" has the meaning specified in Section 1.2(b).

"Notice of Continuation/Conversion" has the meaning specified in Section 2.2(b).

"Obligations" means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Borrowers to the Agents, the Letter of Credit Issuer and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note or other instrument, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees,

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attorneys’ fees, filing fees and any other sums chargeable to the Borrowers hereunder or under any of the other Loan Documents. "Obligations" includes, without limitation, (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with Bank Products. "Obligations" does not include (i) any Subordinated Debt owing to Bank of America, or (ii) any liabilities or obligations (including vehicle repurchase obligations) owing to Bank of America under separate floorplanning arrangements between Bank of America and one or more of the Borrowers.

"Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

"Participant" means any Person who shall have been granted the right by any Lender to participate in the financing provided by such Lender under this Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

"Patent and Trademark Agreements" means the Conditional Assignment and Patent Security Agreement and the Conditional Assignment and Trademark Security Agreement, each dated as of the date hereof, executed and delivered by the Borrowers to the Collateral Agent to evidence and perfect the Agent’s Liens in the Borrowers’ present and future patents, trademarks, and related licenses and rights.

"Payment Account" means each bank account established pursuant to the Security Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and which is maintained in the name of the Collateral Agent or a Borrower, as the Collateral Agent may determine, on terms acceptable to the Collateral Agent.

"PBGC" means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

"Pending Revolving Loans" means, at any time, the aggregate principal amount of all Revolving Loans requested to be made on such date in any Notice of Borrowing received by the Collateral Agent which have not yet been advanced.

"Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which a Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multi-employer Plan has made contributions at any time during the immediately preceding five (5) plan years.

"Permitted Debt" has the meaning set forth in Section 7.13.

"Permitted Intercompany Liens" means Liens granted by the Designated Subsidiaries to the Miller Borrowers as security for Intercompany Accounts, which Liens will at all times be senior to the Liens in favor of the Junior Creditors’ Agent.

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"Permitted Liens" means:

(a)     Liens for taxes not delinquent or statutory Liens for taxes in an amount not to exceed $250,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established on the Borrowers’ books and records and a stay of enforcement of any such Lien is in effect;

(b)     the Agent’s Liens;

(c)     Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

(d)     Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $250,000 in the aggregate;

(e)     Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Borrowers’ business;

(f)     Liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material Property is subject to a material risk of loss or forfeiture and a stay of execution pending appeal or proceeding for review is in effect;

(g)     Liens in favor of the Junior Creditors’ Agent, provided such Liens (other than the Junior Creditors’ Agent’s Liens in the "Junior Creditors’ Priority Collateral" described in the Subordination Agreement) are at all times subordinated to the Agent’s Liens in accordance with the terms of the Subordination Agreement;

(h)     the Permitted Intercompany Liens;

(i)     Liens, if any, in effect as of the Closing Date described in Schedule 7.18 securing Debt described in Schedule 7.18;

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(j)     Liens securing Capital Leases and purchase money Debt permitted in Section 7.13(c);

(k)     Liens arising in connection with inventory repurchase obligations permitted under Section 7.13(i), provided such Liens are limited to the inventory and proceeds thereof subject to the financing arrangement contemplated by the applicable Repurchase Agreement;

(l)     Liens arising in connection with floorplan financings in effect on the date hereof or otherwise permitted under Section 7.29, provided such Liens are limited to the inventory and proceeds thereof subject to the applicable Chassis Floorplan Agreement; and

(m)     Liens arising in connection with the Navistar Consignment Agreement with respect to the chassis subject thereto and related collateral, provided that such Liens are subject to the Navistar Intercreditor Agreement.

"Permitted Payment" means (a) regularly scheduled payments of principal, interest (including interest owed to the Junior Creditors for periods from July 1, 2001 through the Closing Date under the existing senior credit facility with the Borrowers) and fees on the dates, in the amounts and at the interest rate set forth in the Junior Credit Agreement as in effect on the date hereof, and (b) principal prepayments in the amount of the Net Junior Creditor Proceeds of any RoadOne Disposition, such principal prepayments to be payable no earlier than the fifth (5^th) Business Day following the consummation of the applicable RoadOne Disposition; provided, that, (i) no payment may be made under clause (a) or (b) above unless, on the date such payment is due and after giving effect to the making of such payment, no Default or Event of Default exists, (ii) no principal prepayment under clause (b) may exceed the amount that would cause Excess Availability, after giving effect to the making of any such principal prepayment, to be less than the Availability Requirement, and (iii) with respect to any regularly scheduled principal payment, (A) no such regularly scheduled principal payment may be made until the fifth (5^th) Business Day following the receipt by the Collateral Agent and the Lenders of the Initial Financial Statements (as defined below); thereafter, no such principal payment may be made until the fifth (5^th) Business Day following the receipt by the Collateral Agent and the Lenders of the latest monthly or quarterly (as applicable) Financial Statements of the Borrowers then due under Section 5.2(b), and (B) such regularly scheduled principal payment may not exceed the lesser of (1) the amount that would cause the Fixed Charge Coverage Ratio, calculated for the Borrowers’ twelve fiscal month period most recently ended (or, in the case of the first regularly scheduled principal payment, for the fiscal period from May 1, 2001 through the end of the below-defined Stub Period and for the twelve (12) month fiscal

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period ending as of the end of the Stub Period), to be less than 1.15 to 1 after giving effect to such payment, (2) the amount that would cause Excess Availability to be less than the Availability Requirement after giving effect to such payment, and (3) $875,000 plus the amount of previously scheduled regular principal payments that were not made as a result of the restrictions set forth above in clauses (1) and/or (2). As used herein, "Initial Financial Statements" means Borrowers’ audited Financial Statements for the fiscal period from May 1, 2001 through December 31, 2001 or January 31, 2002 (the "Stub Period"), as elected by Borrowers (provided that, if Borrowers have changed their fiscal year end to December 31 or January 31, the Stub Period shall end as of such fiscal year end), together with Borrowers’ unaudited monthly Financial Statements for each other month in the twelve (12) month fiscal period ending as of the end of the Stub Period. In the event that the Borrowers are not permitted to make a principal prepayment of all or part of the Net Junior Creditor Proceeds from a RoadOne Disposition as a result of clause (ii) above, the Borrowers shall be permitted to make the unpaid portion of such prepayment on the date the next regularly scheduled principal payment is due to the extent that, after making such principal prepayment and the regularly scheduled principal payment due on such date, Excess Availability is equal to or greater than the Availability Requirement and the Fixed Charge Coverage Ratio is equal to or greater than 1.15 to 1 for the fiscal period(s) set forth above under clause (B).

"Permitted Refinancing" means any refinancing of all Liabilities under the Subordinated Debt as long as (a) no Default or Event of Default exists at the time of such refinancing, and (b) such refinancing is consummated exclusively from the proceeds of the incurrence or issuance of Permitted Refinancing Debt or Permitted Refinancing Stock.

"Permitted Refinancing Debt" means Debt that (a) is subordinated to the Obligations on terms no less favorable in any respect to the Collateral Agent and the Required Lenders than the terms set forth in the Subordination Agreement and otherwise on terms acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, (b) is not secured by any Lien except for Liens in the assets of the Borrowers securing the Subordinated Debt, all of which Liens shall be subordinated to the Agent’s Liens on terms no less favorable in any respect to the Collateral Agent and the Required Lenders than the terms set forth in the Subordination Agreement and otherwise on terms acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, (c) is in a principal amount of no more than the outstanding principal balance of the Subordinated Debt at the time of such Permitted Refinancing, plus all accrued interest and fees thereon, plus such closing fees and expenses with respect to the new subordinated Debt as may be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, and (d) is otherwise acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, it being understood that all proceedings, terms, conditions and provisions applicable to such new subordinated Debt (including the maturity thereof, the interest rate thereon, all fees payable thereunder, and the covenants and defaults applicable thereto) must be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment.

"Permitted Refinancing Stock" means preferred equity securities issued by Parent that (a) do not provide for any regularly scheduled or mandatory payments (whether in the form of cash dividends or redemption payments) prior to the Stated Termination Date, (b) is not secured by any Lien, (c) is in a principal amount of no more than the outstanding principal balance of the Subordinated Debt at the time of such Permitted Refinancing, plus all accrued interest and fees thereon, plus such closing fees and expenses with respect to the closing of the equity securities issuance as may be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, and (d) is otherwise acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, it being understood that all proceedings, terms, conditions and provisions applicable to such equity securities (including all payment rights thereunder, all fees payable thereunder, and any covenants and defaults applicable thereto) must be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment.

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"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

"Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) which a Borrower sponsors or maintains or to which a Borrower makes, is making, or is obligated to make contributions and includes any Pension Plan.

"Pledge Agreement" means, collectively, each pledge agreement pursuant to which a Borrower pledges to the Collateral Agent its interest in the equity interests of its Subsidiaries.

"Profiles Company" means Profiles International Inc.

"Profiles Company Agreement" means the letter agreement dated on or about the Closing Date between the Collateral Agent and the Profiles Company with respect to certain matters relating to the Profiles Company’s collection of Accounts on behalf of the Borrowers.

"Proprietary Rights" means, as to any Borrower, all of such Borrower’s now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, including those patents, trademarks, service marks, trade names and copyrights of such Borrower set forth on Schedule 6.12 hereto, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

"Pro Rata Share" means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Commitment and the denominator of which is the sum of the amounts of all of the Lenders’ Commitments, or if no Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of Obligations owed to such Lender and the denominator of which is the aggregate amount of the Obligations owed to the Lenders, in each case giving effect to a Lender’s participation in Non-Ratable Loans and Agent Advances.

"Real Estate" means, as to any Borrower, all of such Borrower’s now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Borrower’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto.

"Release" means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

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"Reportable Event" means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

"Repurchase Agreement" means any agreement pursuant to which any Borrower agrees to (a) purchase or repurchase sold or leased Inventory from any Independent Distributor or other Person, or (b) otherwise indemnify or make whole any Independent Distributor or other Person with respect to any loss arising out of the purchase or financing of Inventory sold or leased by a Borrower.

"Required Lenders" means at any time Lenders whose Pro Rata Shares aggregate more than 50%.

"Required Payments" means, in the case of any RoadOne Borrower subject to an Asset Disposition, collectively, (a) the aggregate amount of all outstanding loans and advances made by any Miller Borrower to any RoadOne Borrower on or after the Closing Date, together with all interest thereon, (b) the aggregate amount of all payables owing by such RoadOne Borrower to other Borrowers with respect to the purchase of Inventory or Fleet Vehicles, (c) all outstanding Debt (other than the Obligations and Subordinated Debt) and other outstanding Liabilities of such RoadOne Borrower to Persons other than Borrowers, other than, in the case of any Asset Disposition involving less than all of the assets of a RoadOne Borrower, (i) Debt and Liabilities specifically relating to assets of such RoadOne Borrower that are not included in such Asset Disposition, and (ii) a portion of all other Debt and Liabilities of such RoadOne Borrower corresponding to the percentage of the assets of such RoadOne Borrower that are not included in such Asset Disposition in relation to all of the assets of such RoadOne Borrower, in each case as determined by the Borrowers and Collateral Agent in good faith, and (d) the payment of the Obligations in accordance with Section 3.8 in an aggregate amount of all Guaranties issued by Parent in accordance with Section 7.13(h) in connection with such Asset Disposition.

"Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

"Reserves" means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Miller Availability, RoadOne Availability, Eligible Accounts, Eligible Fleet Vehicles, Eligible Independent Distributor Inventory, Eligible Inventory or Eligible Secured Accounts, established by the Collateral Agent from time to time in the Collateral Agent’s reasonable credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Collateral Agent’s credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations, (c) reserves for three (3) months’ rent at leased locations subject to statutory or contractual landlord Liens to the extent such Liens have not been subordinated to the Obligations on terms satisfactory to the Collateral Agent, provided that no such reserve shall apply with respect to leased locations of any RoadOne Borrower until January 1, 2002, (d) Inventory shrinkage, (e) Environmental Compliance Reserves, (f) customs charges, (g) dilution, (h) warehousemen’s or bailees’ charges, (i) a reserve for amounts payable by the Borrowers for chassis with all or a portion of wrecker bodies attached that are included in Eligible Inventory and Eligible Designated Subsidiary Inventory, to the extent of all unpaid amounts owing by the Borrowers with respect to such chassis, and (j) a reserve for Eligible Accounts arising from the sale of chassis with wrecker bodies attached, to the extent of all unpaid amounts owing by the Borrowers with respect to such chassis.

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"Responsible Officer" means the chief executive officer or the president of Parent, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants and the preparation of the Borrowing Base Certificate, the chief financial officer or the treasurer of Parent, or any other officer having substantially the same authority and responsibility.

"Restricted Investment" means, as to the Borrowers, any acquisition of property by the Borrowers in exchange for cash or other property, whether in the form of an acquisition of stock, debt, or other indebtedness or obligation, or the purchase or acquisition of any other property, or a loan, advance, capital contribution, or subscription, except the following: (a) acquisitions of Equipment to be used in the business of the Borrowers so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder; (b) acquisitions of Inventory in the ordinary course of business of the Borrowers; (c) Accounts arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with Accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss, provided that the Borrowers shall comply with all provisions of the Security Agreement with respect to the perfection of the Agent’s Lien therein; (d) loans, advances and other investments, including joint ventures, existing as of the date hereof and set forth in Schedule 6.9 or 7.10; (e) intercompany loans from any Miller Borrower to another Miller Borrower, and intercompany loans from any RoadOne Borrower to another RoadOne Borrower; (f) intercompany loans from the Miller Borrowers to the RoadOne Borrowers made on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time, provided that all such intercompany loans shall be paid in full and no longer available for borrowing on and after the Transition Date; (g) intercompany loans from the RoadOne Borrowers to the Miller Borrowers made on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time; (h) intercompany loans from the Borrowers to Subsidiaries incorporated or organized under the laws of a jurisdiction other than a state of the United States of America in an aggregate amount outstanding not to exceed $100,000 at any time; (i) loans and advances to employees in the ordinary course of business in an aggregate amount outstanding not to exceed $200,000 at any time; (j) direct obligations of the United States of America, or any agency thereof, or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof; (k) acquisitions of certificates of deposit maturing within one year from the date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each case issued by, created by, or with a bank or trust company organized under the laws of the United States of America or any state thereof having capital and surplus aggregating at least $100,000,000; (l) acquisitions of commercial paper given a rating of "A2" or better by Standard & Poor’s Corporation or "P2" or better by Moody’s Investors Service, Inc. and maturing not more than ninety (90) days from the date of creation thereof; and (m) Hedge Agreements.

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"Revolving Loans" has the meaning specified in Section 1.2 and includes each Agent Advance and Non-Ratable Loan.

"RoadOne Availability" means, at any time (a) the lesser of (i) the Maximum RoadOne Revolver Amount or (ii) the RoadOne Borrowing Base, minus (b) Reserves relating solely to the RoadOne Borrowers and their assets, other than Reserves deducted in the calculation of the RoadOne Borrowing Base.

"RoadOne Borrowers" means, collectively, each of the Subsidiaries of Parent listed on the signature pages to the Agreement as a "Subsidiary RoadOne Borrower".

"RoadOne Borrowing Base" means, at any time, an amount equal to:

(a)     up to 60% of the Net Amount of Eligible RoadOne Accounts, plus

(b)     the lesser of:

(i)     $80,000,000 minus the amount of the Inventory Availability and the Intercompany Inventory Availability; and

(ii)     up to 80% of the Net Orderly Liquidation Value of Eligible Fleet Vehicles (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Fleet Vehicles as set forth in the most recent quarterly Appraisal to the book value of Eligible Fleet Vehicles as of the effective date of such Appraisal), minus

(c)     such Reserves as the Collateral Agent may establish from time to time in good faith.

"RoadOne Disposition" means any Asset Disposition (other than in connection with an Event of Default described in Section 9.1(e), (f), (g) or (h)) that is permitted under and consummated in accordance with Section 7.9(g).

"RoadOne Excess Availability" means, at any time (a) the RoadOne Borrowing Base, minus (b) Reserves applicable to the RoadOne Borrowers, other than Reserves deducted in the calculation of the RoadOne Borrowing Base, minus (c) the Aggregate RoadOne Revolver Outstandings.

"RoadOne Revolving Credit Facility" means the credit facility for Revolving Loans made available to the RoadOne Borrowers in accordance with Section 1.2.

"Security Agreement" means the Security Agreement of even date herewith among the Borrowers and the Collateral Agent for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders.

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"Settlement" and "Settlement Date" have the meanings specified in Section 12.15(a)(ii).

"Solvent" means, when used with respect to any Borrower, that at the time of determination:

(a)     the assets of such Borrower, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities); and

(b)     the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

(c)     it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

(d)     it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

For purposes of determining whether a Borrower is Solvent, (i) the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, and (ii) the provisions of Section 3.15 shall be taken into account.

"Stated Termination Date" means July 23, 2005.

"Subordinated Debt" means all Liabilities owing by any Borrower to any of the Junior Creditors or the Junior Creditors’ Agent from time to time pursuant to the Junior Credit Agreement and the other documents, agreements and instruments executed in connection therewith (including, without limitation, all principal, interest, fees, Liabilities relating to or arising out of any warrants or other any equity interests in any Borrower, Liabilities arising out of any guarantees, and all indemnities, costs, and expenses).

"Subordination Agreement" means the Subordination Agreement, dated as of the date of the Agreement, among the Collateral Agent, the Junior Creditors’ Agent and the Junior Creditors, pursuant to which the Junior Creditors’ Agent and the Junior Creditors subordinate (a) all Subordinated Debt to the Obligations and (b) all Liens securing such Debt to the Agent’s Liens.

"Subsidiary" of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of Parent.

"Supporting Obligations" means all supporting obligations as such term is defined in the UCC.

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"Syndication Agent" means Bank of America, solely in its capacity as syndication agent.

"Taxes" means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agents, such taxes (including income taxes or franchise taxes) as are imposed on or measured by any Agent’s or Lender’s net income in any jurisdiction (whether federal, state or local and including any political subdivision thereof) under the laws of which such Agent or Lender, as the case may be, is organized or maintains a lending office.

"Term Loan" and "Term Loans" have the meanings specified in Section 1.3(a).

"Termination Date" means the earliest to occur of (a) the Stated Termination Date, (b) the date the Total Facility is terminated either by the Borrowers pursuant to Section 3.2 or by the Required Lenders pursuant to Section 9.2, and (c) the date this Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of this Agreement.

"Transition Date" means the date on which all of the following requirements are satisfied: (a) the consummation of the Asset Disposition of the assets and/or stock of the RoadOne Borrowers on substantially the terms set forth in the March 2001 Confidential Memorandum prepared by Wachovia Securities, Inc., (b) all Revolving Loans and other Obligations under or with respect to the RoadOne Revolving Credit Facility shall have been paid in full in immediately available funds, and all Commitments of the Lenders with respect to the RoadOne Revolving Credit Facility shall have terminated, (c) the amount of the Term Loan made to the Borrowers with respect to the Fixed Assets of RoadOne shall have been paid in full in immediately available funds, and (d) all intercompany loans and advances made by the Miller Borrowers to the RoadOne Borrowers in accordance with clause (f) of the definition of "Restricted Investment" shall have been paid in full in immediately available funds.

"Total Facility" has the meaning specified in Section 1.1.

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of Georgia or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

"Unfunded Pension Liability" means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"Unused Letter of Credit Subfacility" means an amount equal to $10,000,000 minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.

"Unused Line Fee" has the meaning specified in Section 2.5.

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Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

Interpretive Provisions.     (a)     The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)     The words "hereof," "herein," "hereunder" and similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

(c)     (i)     The term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

(ii)     The term "including" is not limiting and means "including without limitation."

(iii)     In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including."

(iv) The word "or" is not exclusive.

(d)     Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(e)     The captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement.

(f)     The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

(g)     For purposes of Section 9.1, a breach of a financial covenant contained in Sections 7.22 through 7.25 shall be deemed to have occurred as of any date of determination thereof by the Collateral Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements reflecting such breach are delivered to the Collateral Agent.

(h)     The Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agents, the Borrowers and the

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other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agents merely because of the Agents’ or Lenders’ involvement in their preparation.

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EXHIBIT A

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT B

NOTICE OF BORROWING

Date: ______________, 200_

To: The CIT Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are parties to the Credit Agreement dated as of July __, 2001 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among Miller Industries, Inc. and certain of its Subsidiaries, certain Lenders which are parties thereto, the Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer

Ladies and Gentlemen:

The undersigned, ___________________________ (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably of the Borrowing specified below:

1. The Business Day of the proposed Borrowing is                        , 200  .
   

2. The aggregate amount of the proposed Borrowing is $                     .
   

3. The Borrowing is to be comprised of $           of Base Rate and $             of LIBOR Rate Loans.
   

4. The duration of the Interest Period for the LIBOR Rate Loans, if any, included in the Borrowing shall be _____ months. The proposed Borrowing will constitute a Borrowing by a [Miller Borrowers] [RoadOne Borrowers].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a)     The representations and warranties of the Borrowers contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date;

(b)     No Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing; and

(c)     The proposed Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all outstanding Letters of Credit], to exceed the [Miller] [RoadOne] Borrowing Base, the combined commitments of the Lenders, or any other restriction set forth in the Credit Agreement.

[NAME OF BORROWER]

By:__________________________

Title:_________________________

EXHIBIT C

FINANCIAL STATEMENTS

[Pro Forma Financial Statements]

[Projections]

EXHIBIT D

NOTICE OF CONTINUATION/CONVERSION

Date:                 , 200_

To:  The CIT Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are parties to the Credit Agreement dated as of July __, 2001 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among Miller Industries, Inc. and certain of its Subsidiaries, certain Lenders which are parties thereto, the Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer

Ladies and Gentlemen:

The undersigned, ___________________________ (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably of the [conversion] [continuation] of the Loans specified herein, that:

1. The Continuation/Conversion Date is             , 200 .
   

2. The aggregate amount of the Loans to be [converted] [continued] is $_____________.
   

3.  The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate] Loans.
   

4. The duration of the Interest Period for the LIBOR Rate Loans included in the [conversion] [continuation] shall be _____ months.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Continuation/Conversion Date, before and after giving effect thereto and to the application of the proceeds therefrom:

(a)     The representations and warranties of the Borrowers contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date;

(b)     Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation]; and

(c)     The proposed [conversion] [continuation] will not cause the aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all outstanding Letters of Credit] to exceed the [Miller] [RoadOne] Borrowing Base, the combined Commitments of the Lenders, or any other restriction set forth in the Credit Agreement.

[NAME OF BORROWER]

By:__________________________

Title:_________________________

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EXHIBIT E

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance") dated as of ____________________, 200_ is made between ______________________________ (the "Assignor") and __________________________ (the "Assignee").

RECITALS

WHEREAS, the Assignor is party to that certain Credit Agreement dated as of July __, 2001 (as amended, amended and restated, modified, supplemented or renewed, the "Credit Agreement") among Miller Industries, Inc. and its Subsidiaries corporation (the "Borrowers"), the several financial institutions from time to time party thereto (including the Assignor, the "Lenders"), The CIT Group/Business Credit, Inc., as collateral agent for the Lenders (the "Collateral Agent"), and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer. Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement;

WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans (the "Committed Loans") to the Borrowers in an aggregate amount not to exceed $__________ (the "Commitment");

WHEREAS, the Assignor has made Committed Loans in the aggregate principal amount of $__________ to the Borrowers;

WHEREAS, [the Assignor has acquired a participation in its pro rata share of the Lenders’ liabilities under Letters of Credit in an aggregate principal amount of $____________ (the "L/C Obligations")] [no Letters of Credit are outstanding under the Credit Agreement]; and

WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its Commitment, together with a corresponding portion of each of its outstanding Committed Loans and L/C Obligations, in an amount equal to $__________ (the "Assigned Amount") on the terms and subject to the conditions set forth herein, and the Assignee wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1.     Assignment and Acceptance.

(a)     Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) __% (the "Assignee’s Percentage Share") of (A) the Commitment, the Committed Loans and the L/C Obligations of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents.

(b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 3.9, 4.1, 4.3 and 13.11 of the Credit Agreement to the extent such rights relate to the time prior to the Effective Date.

(c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $__________.

(d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $__________.

2.     Payments.

(a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an amount equal to $__________, representing the Assignee’s Pro Rata Share of the principal amount of all Committed Loans.

(b) The Assignee further agrees to pay to the Collateral Agent a processing fee in the amount specified in Section 11.2(a) of the Credit Agreement.

3.     Reallocation of Payments.

Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, and Committed Loans and L/C Obligations shall be for the account of the Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees that it will hold in trust for the other

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party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt.

4.     Independent Credit Decision.

The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of the Borrowers, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without reliance upon the Assignor, any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement.

5.     Effective Date; Notices.

(a)     As between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be __________, 200_ (the "Effective Date"); provided that the following conditions precedent have been satisfied on or before the Effective Date:

(i) this Assignment and Acceptance shall be executed and delivered by the Assignor and the Assignee;

[(ii) the consent of the Collateral Agent and, unless an Event of Default exists, Parent, required for an effective assignment of the Assigned Amount by the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date;]

(iii) the Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance;

[(iv) the Assignee shall have complied with Section 11.2 of the Credit Agreement (if applicable);]

(v) the processing fee referred to in Section 2(b) hereof and in Section 11.2(a) of the Credit Agreement shall have been paid to the Collateral Agent; and

(b)     Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Borrowers’ Agent and the Collateral Agent for acknowledgment by the Collateral Agent, a Notice of Assignment in the form attached hereto as Schedule 1.

6.     [Collateral Agent. [INCLUDE ONLY IF ASSIGNOR IS COLLATERAL AGENT]

(a)     The Assignee hereby appoints and authorizes the Assignor to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Collateral Agent by the Lenders pursuant to the terms of the Credit Agreement.

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(b)     The Assignee shall assume no duties or obligations held by the Assignor in its capacity as Collateral Agent under the Credit Agreement.]

7.      Withholding Tax.

The Assignee (a) represents and warrants to the Lender, the Collateral Agent and the Borrowers that under applicable law and treaties no tax will be required to be withheld by the Lender with respect to any payments to be made to the Assignee hereunder, (b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United States or any State thereof) to the Collateral Agent and the Borrowers prior to the time that the Collateral Agent or Borrowers are required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) and agrees to provide new Forms W-8ECI or W-8BEN upon the expiration of any previously delivered form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

8.      Representations and Warranties.

(a)     The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.

(b)     The Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the performance or observance by any Borrower, of any of its respective

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obligations under the Credit Agreement or any other instrument or document furnished in connection therewith.

(c)     The Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles; and (iv) it is an Eligible Assignee.

9.     Further Assurances.

The Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to the Borrowers or the Collateral Agent, which may be required in connection with the assignment and assumption contemplated hereby.

10.     Miscellaneous.

(a)     Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof.

(b)     All payments made hereunder shall be made without any set-off or counterclaim.

(c)     The Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Assignment and Acceptance.

(d)     This Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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(e)     THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE GEORGIA. The Assignor and the Assignee each irrevocably submits to the non-exclusive jurisdiction of any State court sitting in the State of Georgia or any Federal court sitting in the Northern District of Georgia over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

(f)     THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written.

 

[ASSIGNOR]

By:_________________________________
Title:________________________________
Address:_____________________________

[ASSIGNEE]

By:_________________________________
Title:________________________________
Address:_____________________________

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SCHEDULE 1

to
ASSIGNMENT AND ACCEPTANCE

NOTICE OF ASSIGNMENT AND ACCEPTANCE

_______________, 200_

The CIT Group/Business Credit, Inc.
1200 Ashwood Parkway, Suite 150
Atlanta, Georgia 30338
Attn.:_______________________

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, TN 37363

Attn.:_______________________

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of July __, 2001 (as amended, amended and restated, modified, supplemented or renewed from time to time the "Credit Agreement") among Miller Industries, Inc. and its Subsidiaries (the "Borrowers"), the Lenders from time to time party thereto, The CIT Group/Business Credit, Inc., as Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer. Terms defined in the Credit Agreement are used herein as therein defined.

1.          We hereby give you notice of, and request your consent to, the assignment by __________________ (the "Assignor") to _______________ (the "Assignee") of _____% of the right, title and interest of the Assignor in and to the Credit Agreement (including the right, title and interest of the Assignor in and to the Commitments of the Assignor, all outstanding Loans made by the Assignor and the Assignor’s participation in the Letters of Credit pursuant to the Assignment and Acceptance Agreement attached hereto (the "Assignment and Acceptance"). We understand and agree that the Assignor’s Commitment, as of              , 200 , is $ ___________, the aggregate amount of its outstanding Loans is $_____________, and its participation in L/C Obligations is $_____________.

2.          The Assignee agrees that, upon receiving the consent of the Collateral Agent to such assignment, the Assignee will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest in the Credit Agreement.

3.          The following administrative details apply to the Assignee:

(A)	Notice Address:
	Assignee name:________________________
	Address:	___________________________
		___________________________
		___________________________
	Attention:  __________________________ Telephone:   (___) _____________________ Telecopier:  (___) _____________________ Telex (Answerback):  ___________________
(B)	Payment Instructions:
	Account No.:____________________________                 At:   ____________________________                         ____________________________                        _____________________________   Reference:   _____________________________ Attention:   _________________________

4.     You are entitled to rely upon the representations, warranties and covenants of each of the Assignor and Assignee contained in the Assignment and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned.

Very truly yours,

[NAME OF ASSIGNOR]

By:_________________________________

Title:________________________________

 

[NAME OF ASSIGNEE]

By:_________________________________

Title:________________________________

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ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

The CIT Group/Business Credit, Inc.,
as Collateral Agent

By:_________________________________
Title:________________________________

[Miller Industries, Inc.

By:_________________________________
Title:_______________________________]

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EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

EX-10.61 4 secagr.htm EXH. 10.61 -SECURITY AGREEMENT DATED JULY 23, 2001

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of July 23, 2001, between Miller Industries, Inc., a Tennessee corporation ("Parent"), and each of its Subsidiaries listed on the signature pages hereto as a "Grantor" (Parent and such Subsidiaries, collectively, the "Grantors", and individually, a "Grantor"), THE CIT Group/Business Credit, Inc., in its capacity as the Collateral Agent for the Lenders, and BANK OF AMERICA, N.A., as Existing Titled Collateral Agent for the Lenders.

W I T N E S S E T H :

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among the Grantors, the Collateral Agent, the Existing Titled Collateral Agent, Bank of America, N.A., as Administrative Agent, Syndication Agent and Letter of Credit Issuer, and the Lenders (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Credit Agreement"), the Lenders have agreed to make the Loans and cause the issuance of the Letters of Credit on behalf of the Grantors;

WHEREAS, in order to induce the Agents, the Letter of Credit Issuer and the Lenders to enter into the Credit Agreement and the other Loan Documents and to induce the Lenders to make the Loans and cause the issuance of the Letters of Credit as provided for in the Credit Agreement, the Grantors have agreed to grant a continuing Lien on the Collateral (as hereinafter defined) to secure the Obligations;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.        DEFINED TERMS. The following terms shall have the following respective meanings:

"Accounts" means all of each Grantor’s now owned or hereafter acquired or arising accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Chattel Paper" means all of each Grantor’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

"Contracts" means all contracts and agreements to which any Grantor is a party or beneficiary of, including the Intercompany Security Documents and the Independent Distributor Security Documents.

"Documents" means all documents, as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Grantor.

"Equipment" means all of each Grantor’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, vehicles with respect to which a certificate of title has been issued (including all such property consisting of Titled Collateral), tow trucks, wreckers, wrecker bodies and other fleet vehicles, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by any Grantor and all of each Grantor’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase), together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

"Existing Certificates of Title" means each certificate of title or other comparable instrument with respect to wreckers, vehicles and other Collateral owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’ Agent (or Bank of America) as the lienholder thereon.

"Existing Titled Collateral" means all wreckers, vehicles and other Collateral for which an Existing Certificate of Title has been issued as of the Closing Date.

"General Intangibles" means all of each Grantor’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of each Grantor of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to any Grantor in connection with the termination of any employee benefit plan or any rights thereto and any other amounts payable to any Grantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which any Grantor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property, and any letter of credit, guarantee, claim, security interest or other security held by or granted to any or for the benefit of any Grantor (including all rights under the Intercompany Security Documents and the Independent Distributor Security Documents).

"Independent Distributor Security Documents" means all distributor agreements, security agreements, financing statements, guarantees and other documents, instruments and agreements executed or delivered in connection with any and all Accounts and other obligations owing to any Grantor by any of such Grantor’s Independent Distributors.

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"Instruments" means all instruments, as such term is defined in the UCC, now owned or hereafter acquired by any Grantor.

"Inventory" means all of each Grantor’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, including all tow trucks, wreckers and wrecker bodies (including all such property consisting of Titled Collateral), all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in any Grantor’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

"Investment Property" means all of each Grantor’s right title and interest in and to any and all of the following, whether now owned or hereafter arising or acquired: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"Payment Account" means each bank account established pursuant to this Security Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and which is maintained in the name of the Collateral Agent or any Grantor, as the Collateral Agent may determine, on terms acceptable to the Collateral Agent.

"Proprietary Rights" means all of any Grantor’s now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

"Restricted Account" means bank account number 0037-8291-1498, maintained with Bank of America by Parent and titled Escrow Licensing (Restricted).

"Supporting Obligations" means all supporting obligations as such term is defined in the UCC.

"Titled Collateral" means all now existing or hereafter arising Collateral that is (a) covered by a certificate of title or other comparable instrument issued under a statute of a state under the law of which indication of a security interest on such certificate or instrument is required as a condition of perfection, and (b) not subject to a purchase money Lien in favor of another creditor which is permitted under clause (j) of the definition of "Permitted Liens" in the Credit Agreement, and in any event Titled Collateral shall include all Existing Titled Collateral.

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of Georgia or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

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All other capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto. All other undefined terms contained in this Security Agreement, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein.

2.       GRANT OF LIENS.

(a)     As security for all Obligations, the Grantors hereby grant to the Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the following property and assets of the Grantors, whether now owned or existing or hereafter acquired or arising, regardless of where located:

(i)       all Accounts;

(ii)       all Inventory;

(iii)      all contract rights;

(iv)      all Chattel Paper;

(v)       all Documents;

(vi)      all Instruments;

(vii)     all Supporting Obligations;

(viii)    all General Intangibles;

(ix)      all Equipment;

(x)       all Investment Property;

(xi)     all money, cash, cash equivalents, securities and other property of any kind of each Grantor held directly or indirectly by the Collateral Agent or any Lender;

(xii)    all of each Grantor’s deposit accounts, credits, and balances with and other claims against the Collateral Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including any Payment Accounts;

(xiii)   all of the Grantors’ commercial tort claims;

(xiv)   all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and

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(xv)    all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing.

All of the foregoing, together with the Real Estate covered by the Mortgages, all equity interests in Subsidiaries pledged to the Collateral Agent, and all other property of the Grantors in which the Collateral Agent or any Lender may at any time be granted a Lien as collateral for the Obligations, is herein collectively referred to as the "Collateral"; provided, that, notwithstanding anything herein to the contrary, the Collateral shall not include (A) any personal property that is leased by any Grantor or any rights of such Grantor under such lease (other than such Grantor’s rights to payment under such lease constituting Accounts or General Intangibles for money due or to become due) if and for so long as the grant of a security interest by such Grantor in such personal property or lease violates the terms of such Grantor's lease of such personal property; provided that the Grantor shall be deemed to have granted a security interest in such leased personal property, and such personal property shall be included in the Collateral, at such time that such grant no longer violates such lease; (B) any Proprietary Rights that a Grantor has an interest in pursuant to a license, permit, agreement or instrument with a third-party if and for so long as the grant of a security interest by such Grantor in such Proprietary Rights violates the terms of such Grantor's license, permit, agreement or instrument with such third-party; provided that the Grantor shall be deemed to have granted a security interest in such Proprietary Rights, and such Proprietary Rights shall be included in the Collateral, at such time that such grant no longer violates such license, permit, instrument or agreement; or (C) the Restricted Account; provided that the Collateral shall include each Grantor’s right to receive proceeds and payments from the Restricted Account.

(b)       As security for all Obligations, the Grantors hereby grant to the Existing Titled Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the Existing Titled Collateral, the Existing Certificates of Title, and all proceeds thereof (including insurance proceeds).

(c)       All of the Obligations shall be secured by all of the Collateral, including all of the Existing Titled Collateral.

3.        PERFECTION AND PROTECTION OF SECURITY INTEREST.

(a)       The Grantors shall, at their expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgages, Patent and Trademark Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering to the Collateral Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Agent’s Liens therein, duly pledged, endorsed or assigned to the Collateral Agent without restriction;

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(iii) delivering to the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and delivering to the Collateral Agent or its representative certificates of title covering any portion of the Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) placing notations on the Grantors’ books of account to disclose the Agent’s Liens; (vi) obtaining control agreements in form and substance acceptable to the Collateral Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Collateral Agent control of all electronic Chattel Paper in such manner as the Collateral Agent may require; (vii) assigning and delivering to the Collateral Agent all Supporting Obligations, including letters of credit on which any Grantor is named beneficiary, with the written consent of the issuer thereof; and (viii) taking such other steps as are deemed necessary or desirable by the Collateral Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Collateral Agent may file, without any Grantor’s signature, one or more financing statements disclosing the Agent’s Liens. The Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

(b)       If any Collateral is at any time in the possession or control of any warehouseman, bailee, consignee or any of the Grantors’ agents or processors, then the Grantors shall (i) notify the Collateral Agent thereof and shall use reasonable efforts to obtain a bailee, consignee or similar letter acknowledged by such Person that notifies such Person of the Agent’s Liens in such Collateral and instructs such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions, and (ii) deliver to the Collateral Agent such UCC financing statements as the Collateral Agent may reasonably request naming such Person as debtor. If at any time any Collateral is located in any operating facility of a Grantor that is leased by such Grantor, then such Grantor shall use reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral, provided that the provisions of this sentence shall not apply to Collateral of the RoadOne Borrowers until January 1, 2002.

(c)       From time to time the Grantors shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the ratable benefit of the Agents, the Letter of Credit Issuer and the Lenders, the Collateral, but the Grantors’ failure to do so shall not affect or limit the Agent’s Liens or any other rights of the Collateral Agent or any Lender in and to the Collateral with respect to the Grantors. So long as the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

(d)       The Grantors (i) represent and warrant to the Collateral Agent and the Lenders that the Grantors do not have any commercial tort claims (as defined in Revised

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Article 9 of the UCC) as of the date hereof, and (ii) agree to promptly notify the Collateral Agent in writing of any hereafter arising commercial tort claims in which any Grantor is a plaintiff and is seeking damages in excess of $250,000 (or, if a specific amount of damages are not pled, which could reasonably be expected to exceed $250,000) and, in connection therewith, shall promptly execute and deliver to the Collateral Agent a confirmation of the Lien granted hereunder in such claims and such UCC financing and amendment statements as the Collateral Agent may reasonably request in order to perfect the Agent’s Liens therein.

4.        LOCATION OF COLLATERAL.      The Grantors represent and warrant to the Collateral Agent and the Lenders that: (a) Schedule I (as updated from time to time by delivery by the Grantors to the Collateral Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at least thirty (30) days prior to any change in such schedule) is a correct and complete list of each Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule I (as updated from time to time by delivery by the Grantors to the Collateral Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at least thirty (30) days prior to any change in such schedule) correctly identifies any of such facilities and locations that are not owned by the Grantors and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Grantors covenant and agree that they will not (i) maintain any Collateral at any location other than those locations listed for the Grantors on Schedule I, (ii) otherwise change or add to any of such locations, or (iii) change the location of their chief executive office from the location identified in Schedule I, or the jurisdiction of any Grantor’s jurisdiction of incorporation or organization from the jurisdiction identified in Schedule II, unless they give the Collateral Agent at least thirty (30) days’ prior written notice thereof and execute any and all financing statements and other documents that the Collateral Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (x) on premises owned by such Grantor, (y) on premises leased by such Grantor, or (z) in a warehouse or with a bailee or consignee.

5.        JURISDICTION OF ORGANIZATION.   Each Grantor represents and warrants to the Collateral Agent and the Lenders, and agrees with the Collateral Agent and the Lenders, that Schedule II hereto identifies the jurisdiction in which such Grantor is incorporated or organized and the identification number, if any, provided by such jurisdiction of incorporation or organization.

6.        TITLE TO, LIENS ON, AND SALE AND USE OF COLLAGERAL.   The Grantors represent and warrant to the Collateral Agent and the Lenders and agree with the Collateral Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Grantors free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent’s Liens in the Collateral will not be subject to any prior Lien except for those Liens identified in clauses (a), (c), (d) and (e) of the definition of Permitted Liens; and (c) the Grantors will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only.

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7.        ADDITIONAL MORTGAGES. The Grantors, at the Grantors' expense, will grant to the Collateral Agent Mortgages in any Real Estate acquired after the Closing Date as may be requested from time to time by the Collateral Agent and/or the Required Lenders (collectively, the "Additional Mortgages"). All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full by the Grantors. Furthermore, the Grantors shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent. Each action required by this Section 7 shall be completed as soon as possible, but in no event later than 30 days after such action is requested to be taken by the Collateral Agent or the Required Lenders, as the case may be.

8.        ACCESS AND EXAMINATION. Subject to the limitations imposed on the Collateral Agent and the Lenders in the Credit Agreement, the Collateral Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and at any time when a Default or Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Grantors’ records, files, and books of account and the Collateral, and discuss the Grantors’ affairs with the Grantors’ officers and management. The Grantors will deliver to the Collateral Agent any instrument necessary for the Collateral Agent to obtain records from any service bureau maintaining records for the Grantors. The Collateral Agent may, at any time when a Default or Event of Default exists, and at the Grantors’ expense, make copies of any or all of the Grantors’ books and records, or require the Grantors to deliver such copies to the Collateral Agent. During the existence of an Event of Default, the Collateral Agent may, without expense to the Collateral Agent, use such of the Grantors’ respective personnel, supplies, and Real Estate as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Collateral Agent shall have the right, at any time, in the Collateral Agent’s name or in the name of a nominee of the Collateral Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, Equipment or other Collateral, by mail, telephone, or otherwise.

9.        COLLATERAL REPORTING. The Grantors shall provide the Collateral Agent with the following documents at the following times in form satisfactory to the Collateral Agent (in each case prepared separately for the Miller Borrowers and the RoadOne Borrowers, as well as on a combined basis): (a) together with each Borrowing Base Certificate delivered pursuant to Section 5.2(l) of the Credit Agreement, or more frequently if requested by the Collateral Agent, a schedule of the Grantors’ Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule; (b) on a monthly basis, within 30 days after the end of each month, or more frequently if requested by the Collateral Agent, an aging of the Grantors’ Accounts, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Grantors’ general ledger; (c) on a monthly basis, within 30 days after the end of each month, or more frequently if requested by the Collateral Agent, an aging of the Grantors’ accounts payable; (d) on a monthly basis, within 30 days after the end of each month (or more frequently if

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requested by the Collateral Agent), a detailed calculation of Eligible Accounts, Eligible Secured Accounts, Eligible Fleet Vehicles, Eligible Designated Subsidiary Accounts, Eligible Designated Subsidiary Inventory and Eligible Inventory; (e) on a monthly basis, within 30 days after the end of each month (or more frequently if requested by the Collateral Agent), Inventory and Eligible Fleet Vehicles reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Grantors’ general ledger; (f) upon request, copies of invoices in connection with the Grantors’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Grantors’ Accounts and for Inventory and Equipment (including fleet vehicles) acquired by the Grantors, purchase orders and invoices; (g) upon request, a statement of the balance of all assets and liabilities, however arising, which are due to the Grantors from, or which are due from the Grantors to, or which otherwise arise from any transaction by the Grantors with, any Affiliate of the Grantors; (h) such other reports as to the Collateral of the Grantors as the Collateral Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of the Grantors executed by a Designated Financial Officer certifying as to the accuracy and completeness of the foregoing. If any of the Grantors’ records or reports of the Collateral are prepared by an accounting service or other agent, the Grantors hereby authorize such service or agent to deliver such records, reports, and related documents to the Collateral Agent, for distribution to the Lenders.

10.        ACCOUNTS.

(a)     Each Grantor hereby represents and warrants to the Collateral Agent and the Lenders, with respect to the Grantor’s Accounts, that: (i) each existing Account represents, and each future Account will represent, a bona fide sale or lease and delivery of goods by such Grantor, or rendition of services by such Grantor, in the ordinary course of such Grantor’s business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor or in the schedule thereof delivered to the Collateral Agent, without any offset, deduction, defense, or counterclaim, except those known to such Grantor and disclosed to the Collateral Agent and the Lenders pursuant to this Security Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Collateral Agent and the Lenders in Borrowing Base Certificates delivered in accordance with the Credit Agreement and this Security Agreement; (iv) each copy of an invoice delivered to the Collateral Agent by such Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any invoice representing a sale of goods will have been delivered to the Account Debtor and all services of such Grantor described in each invoice will have been performed.

(b)       No Grantor shall (i) re-date any invoice or sale; (ii) make sales on extended dating beyond that customary in such Grantor’s business; or (iii) extend or modify any Account except in accordance with Grantors’ past practices and provided Grantors provide written notice thereof to the Collateral Agent. If any Grantor becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $100,000, including information that reveals a material adverse change in

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the Account Debtor’s creditworthiness, the Grantors will promptly so advise the Collateral Agent and exclude such Account from Eligible Accounts.

(c)       No Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Collateral Agent’s written consent. If the Collateral Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and the Grantors will promptly deliver such instrument to the Collateral Agent, endorsed by the applicable Grantor to the Collateral Agent in a manner satisfactory in form and substance to the Collateral Agent.

(d)       The Grantors shall notify the Collateral Agent promptly of all disputes and claims in excess of $100,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Collateral Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Collateral Agent’s prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Grantors’ business when no Event of Default exists hereunder. The Grantors shall promptly report each credit memorandum on Borrowing Base Certificates (or on supporting information delivered in connection therewith) submitted by them, and shall send the Collateral Agent a copy of each credit memorandum in excess of $50,000 promptly following the Collateral Agent’s request therefor. The Collateral Agent may, at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Collateral Agent or the Required Lenders, as applicable, shall consider advisable and, in all cases, the Collateral Agent will credit the Grantors’ Loan Account with the net amounts received by the Collateral Agent in payment of any Accounts.

(e)       If an Account Debtor returns any Inventory to a Grantor when no Event of Default exists, then the Grantors shall promptly determine the reason for such return and, if appropriate, shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Grantors shall promptly report all returns on Borrowing Base Certificates (or on supporting information delivered in connection therewith) submitted by them, and shall send the Collateral Agent a report of each return involving an amount in excess of $75,000 promptly following the Collateral Agent’s request therefor. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to a Grantor when an Event of Default exists, the Grantors, upon the request of the Collateral Agent, shall: (i) hold the returned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Collateral Agent’s written instructions; and (iv) not issue any credits or allowances with respect thereto without the Collateral Agent’s prior written consent. All returned Inventory shall be subject to the Collateral Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory.

11.        COLLECTION OF ACCOUNTS; PAYMENTS.

(a)      Until the Collateral Agent notifies the Grantors to the contrary, the Grantors shall make collection of all Accounts and other Collateral for the Collateral Agent, shall

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receive all payments as the Collateral Agent’s trustee, and shall promptly (and in any event within one Business Day after receipt thereof) deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantors at a Clearing Bank acceptable to the Collateral Agent, which Payment Account shall be subject to a Blocked Account Agreement. All funds in any Payment Account shall be subject to the Collateral Agent’s sole control, and withdrawals by the Grantors shall not be permitted.

(b)       Promptly following the request of the Collateral Agent, (i) the Grantors shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Collateral Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Collateral Agent, and (ii) the Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Grantor receives any proceeds of Accounts, it shall receive such payments as the Collateral Agent’s trustee, and shall immediately deliver such payments to the Collateral Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Collateral Agent may direct. All collections received in any lock-box or Payment Account or directly by any Grantor or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Collateral Agent’s sole control, and withdrawals by the Grantors shall not be permitted.

(c)       The Collateral Agent or the Collateral Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantors, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall require to grant the Collateral Agent access to any post office box in which collections of Accounts are received.

(d)       If sales of Inventory are made or services are rendered for cash, the Grantors shall immediately deliver to the Collateral Agent or deposit into a Payment Account the cash which the Grantors receive.

(e)       All payments including immediately available funds received by the Collateral Agent at a bank account designated by it, will be the Collateral Agent’s sole property for its benefit and the benefit of the Lenders and will be credited to the Loan Account (conditional upon final collection) after allowing one (1) Business Days for collection; provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Collateral Agent to the Lenders (but not the amount of interest payable by the Grantors).

12.        INVENTORY; PERPETUAL INVENTORY.

(a)       The Grantors represent and warrant to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that all of the Inventory owned by

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the Grantors is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Grantors’ business, and is and will be fit for such purposes. The Grantors will keep their Inventory in good and marketable condition, except for damaged or defective goods arising in the ordinary course of the Grantors’ business. The Grantors will not, without the prior written consent of the Collateral Agent, acquire or accept any Inventory on consignment or approval, except pursuant to the Navistar Consignment Agreement provided the Navistar Intercreditor Agreement is in full force and effect. The Grantors agree that all Inventory produced by the Grantors in the United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Grantors will conduct a physical count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Collateral Agent requests. The Grantors will maintain an inventory reporting system at all times consistent with past practices and reasonably acceptable to the Collateral Agent. The Grantors will not, without the Collateral Agent’s written consent, sell any Inventory on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.

(b)       In connection with all Inventory financed by Letters of Credit, the Grantors will, at the Collateral Agent’s request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, Documents or Instruments in which the Collateral Agent holds a security interest to deliver them to the Collateral Agent and/or subject to the Collateral Agent’s order, and if they shall come into the Grantors’ possession, to deliver them, upon request, to the Collateral Agent in their original form. The Grantors shall also, at the Collateral Agent’s request, designate the Collateral Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents.

13.        EQUIPMENT.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that all of the Equipment owned by such Grantor is and will be used or held for use in such Grantor’s business, and is and will be fit for such purposes. Each Grantor shall keep and maintain its Equipment in good operating condition and repair (ordinary wear and tear excepted) and shall make all necessary replacements thereof.

(b)       The Grantors shall promptly inform the Collateral Agent of any additions to or deletions from the Equipment with a fair market value in excess of $10,000, including the purchase, sale or other disposition of any fleet vehicle. The Grantors shall not permit any Equipment to become a fixture with respect to real property or to become an accession with respect to other personal property with respect to which real or personal property the Collateral Agent does not have a Lien. The Grantors will not, without the Collateral Agent’s prior written consent, alter or remove any identifying symbol or number on any of the Grantors’ Equipment constituting Collateral.

(c)       Except as set forth in the Credit Agreement, no Grantor shall, without the Collateral Agent’s prior written consent, sell, lease as a lessor, or otherwise dispose of any of such Grantor’s Equipment.

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(d)       Each Grantor represents and warrants to the Agents and the Lenders that none of the Equipment included in the [describe pre-closing Appraisal] is subject to any Lien described in clause (j) of the definition of "Permitted Lien".

14.        DOCUMENTS,, INSTRUMENTS, AND CHATTEL PAPER. Each Grantor represents and warrants to the Collateral Agent and the Lenders that (a) all Documents, Instruments, and Chattel Paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine, and (b) all goods evidenced by such Documents, Instruments, and Chattel Paper are and will be owned by such Grantor, free and clear of all Liens other than Permitted Liens.

15.        INDEPENDENT DISTRIBUTOR SECURITY DOCUMENTS.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) on or prior to the date hereof the Grantors have delivered to, or made available for review by, the Collateral Agent true and correct copies of each of the Independent Distributor Security Documents as an effect on the date hereof, and (ii) each of such Independent Distributor Security Documents is in full force and effect as of the date hereof and constitutes the valid and binding obligation of each of the parties thereto.

(b)       The Grantors shall (i) take all actions as may be necessary or as the Collateral Agent may reasonably request in order to maintain in full force and effect the Independent Distributor Security Documents and all Liens of the Grantors thereunder, as well as to enable the Collateral Agent to maintain and enforce the Agent’s Liens therein, including the filing of all such UCC financing, amendment and continuation statements as may be necessary to maintain the perfection and priority of all such Liens or as the Collateral Agent may reasonably request, and the giving of such notices to the Independent Distributors as the Collateral Agent may reasonably request with respect to the Agent’s Liens in the Independent Distributor Security Documents, (ii) deliver to the Collateral Agent true and correct copies of all Independent Distributor Security Documents entered into or received by the Grantors after the date hereof, (iii) not amend, modify or supplement any of the Independent Distributor Security Documents in any respect without the Collateral Agent’s prior consent (except as may be necessary or requested under clause (i) hereof), which consent shall not be unreasonably withheld or delayed, and (iv) provide the Collateral Agent prompt written notice of any assertion by any Independent Distributor that any of the Independent Distributor Security Documents is not a legal and binding obligation of such Independent Distributor in any respect or any attempted revocation or limitation by any Independent Distributor of any of the Independent Distributor Security Documents.

(c)       The Grantors acknowledge and agree that the Collateral Agent shall have the right at any time upon prior notice to Parent to (i) review, examine and make copies of the Independent Distributor Security Documents and all of the Grantors’ records relating thereto, and (ii) require the Grantors, at their sole cost and expense, to execute and deliver to the Collateral Agent all such UCC-3 assignments as the Collateral Agent may request in order to evidence of record the Agent’s Liens in the Independent Distributor Security Documents.

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(d)       The Grantors acknowledge and agree that, notwithstanding any assignment of record to the Collateral Agent of any UCC financing statements relating to the Independent Distributor Security Documents or any other action taken by the Collateral Agent under this Security Agreement with respect to the Independent Distributor Security Documents, (i) the provisions of Section 20(b) hereof shall apply to the Independent Distributor Security Documents, and (ii) the Grantors shall remain responsible for ensuring that all necessary UCC amendment and continuation statements are timely and properly filed, and all other actions are taken, in order to maintain the perfection and priority of all of the Liens of the Grantors under the Independent Distributor Security Documents.

16.       CANADIAN INTERCOMPANY SECURITY DOCUMENTS.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) on or prior to the date hereof the Grantors have delivered to the Collateral Agent true and correct copies of each of the Intercompany Security Documents as an effect on the date hereof, and (ii) each of the Intercompany Security Documents is in full force and effect as of the date hereof and constitutes the valid and binding obligation of each of the parties thereto.

(b)       The Grantors shall (i) take all actions as may be necessary or as the Collateral Agent may reasonably request in order to maintain in full force and effect the Intercompany Security Documents and all Liens of the Grantors thereunder, as well as to enable the Collateral Agent to maintain and enforce the Agent’s Liens therein, including the filing of all such financing, amendment and continuation statements as may be necessary to maintain the perfection and priority of all such Liens or as the Collateral Agent may reasonably request, and the giving of such notices to the Designated Subsidiaries as the Collateral Agent may reasonably request with respect to the Agent’s Liens in the Intercompany Security Documents, (ii) deliver to the Collateral Agent true and correct copies of all Intercompany Security Documents entered into or received by the Grantors after the date hereof, (iii) not amend, modify or supplement any of the Intercompany Security Documents in any respect without the Collateral Agent’s prior consent (except as may be necessary or requested under clause (i) hereof), which consent shall not be unreasonably withheld or delayed, and (iv) provide the Collateral Agent prompt written notice of any assertion by any Designated Subsidiary that any of the Intercompany Security Documents is not a legal and binding obligation of such Designated Subsidiary in any respect or any attempted revocation or limitation by any Designated Subsidiary of any of the Intercompany Security Documents.

(c)       The Grantors acknowledge and agree that the Collateral Agent shall have the right at any time upon prior notice to Parent to (i) review, examine and make copies of the Intercompany Security Documents and all of the Grantors’ records relating thereto, and (ii) require the Grantors, at their sole cost and expense, to execute and deliver to the Collateral Agent all such assignments as the Collateral Agent may request in order to evidence of record the Agent’s Liens in the Intercompany Security Documents.

(d)       The Grantors acknowledge and agree that, notwithstanding any assignment of record to the Collateral Agent of any financing or similar statements relating to the Intercompany Security Documents or any other action taken by the Collateral Agent under this Security Agreement with respect to the Intercompany Security Documents, (i) the provisions of

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 Section 20(b) hereof shall apply to the Intercompany Security Documents, and (ii) the Grantors shall remain responsible for ensuring that all necessary amendment and continuation statements are timely and properly filed, and all other actions are taken, in order to maintain the perfection and priority of all of the Liens of the Grantors under the Intercompany Security Documents.

17.        TITLED COLLATERAL.

(a)       The Grantors agree that (i) the Collateral Agent and the Existing Titled Collateral Agent may engage the Custodial Administrator as their agent and custodial administrator to administer and manage the certificates of title or other comparable documents (including the Existing Certificates of Title) and accomplish the perfection of the Agent’s Liens in the Titled Collateral, pursuant to the Custodial Administration Agreement, and (ii) the Grantors shall execute an agreement or instrument satisfactory to the Custodial Administrator and the Collateral Agent granting power of attorney to the Custodial Administrator for the purpose of administering and managing such certificates of title or other comparable documents and perfecting such Liens. The Grantors agree that all fees and expenses of the Custodial Administrator, and all filing fees, taxes, and other amounts incurred in connection with such perfection and administration shall be paid by the Grantors.

(b)       Upon request by the Custodial Administrator, and not later than five (5) Business Days following receipt thereof by any of the Grantors from the Custodial Administrator, the Grantors shall execute and deliver to the Custodial Administrator (i) all certificates of title or other comparable instruments which the Custodial Administrator returns or delivers to the Grantors and instructs the Grantors to execute in order to accomplish perfection of the Agent’s Liens on the Titled Collateral, (ii) any applications for notation of a security interest or other comparable forms required in conjunction with the executed certificates of title to accomplish perfection of such Liens on the Titled Collateral which the Custodial Administrator delivers to and instructs the Grantors to execute or cause to be executed, and (iii) such other certificates, agreements, notices or other items as the Custodial Administrator or the Collateral Agent deem necessary to perfect such Liens on the Titled Collateral.

(c)       Within twenty (20) days after the acquisition by any Grantor of any Titled Collateral, the Grantors will: (i) execute such certificate of title applications and documents as may be required to indicate the Agent’s Liens thereon; (ii) complete and execute any applications for notation of the Agent’s Liens or other comparable forms required by the applicable state's law in conjunction with the executed certificates of title in order to perfect the Agent’s Liens in the Titled Collateral; and (iii) file at its expense the items in clauses (i) and (ii), along with such other certificates, agreements, notices, or other comparable forms as may be necessary, with the appropriate Governmental Authority in the applicable jurisdiction in order to perfect such Liens.

(d)       The Grantors will cause the appropriate Governmental Authority to deliver directly to the Custodial Administrator, or if delivered to a Grantor, cause to be delivered to the Custodial Administrator within five (5) Business Days after receipt thereof from the appropriate Governmental Authority by a Grantor, either the original certificate of title with the Agent's Liens noted thereon or a newly issued certificate of title or comparable instrument, as applicable, with

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the Agent's Liens noted thereon, to be managed and administered in accordance with the Custodial Administration Agreement.

18.        RIGHT TO CURE. The Collateral Agent may, in its discretion, and shall, at the direction of the Required Lenders, pay any amount or do any act required of the Grantors hereunder or under any other Loan Document in order to preserve, protect, maintain or enforce the Obligations, the Collateral or the Agent’s Liens therein, and which the Grantors fail to pay or do, including payment of any judgment against any Grantor, any insurance premium, any warehouse charge, any finishing or processing charge, any landlord’s or bailee’s claim, and any other Lien upon or with respect to the Collateral. All payments that the Collateral Agent makes under this Section 18 and all out-of-pocket costs and expenses that the Collateral Agent pays or incurs in connection with any action taken by it hereunder shall be charged to the Grantors’ Loan Account as a Revolving Loan. Any payment made or other action taken by the Collateral Agent under this Section 18 shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.

19.        POWER OF ATTORNEY. Each Grantor hereby appoints the Collateral Agent and the Collateral Agent’s designee as such Grantor’s attorney, with power: (a) to endorse such Grantor’s name on any checks, notes, acceptances, money orders, or other forms of payment or security that come into the Collateral Agent’s or any Lender’s possession; (b) to sign such Grantor’s name on any invoice, bill of lading, warehouse receipt or other negotiable or non-negotiable Document constituting Collateral, on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements, certificate of title applications and other public record filings, and to file any such financing statements, applications and other filings by electronic means or otherwise with or without a signature as authorized or required by applicable law or filing procedure; (c) so long as any Event of Default has occurred and is continuing, to notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to such Grantor; (d) to send requests for verification of Accounts to customers or Account Debtors; (e) to complete in such Grantor’s name or the Collateral Agent’s name, any order, sale or transaction, obtain the necessary Documents in connection therewith, and collect the proceeds thereof; (f) to clear Inventory through customs in such Grantor’s name, the Collateral Agent’s name or the name of the Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Grantor’s name for such purpose; and (g) to do all things necessary to carry out the Credit Agreement and this Security Agreement. Each Grantor ratifies and approves all acts of such attorney. None of the Lenders or the Collateral Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law except for their willful misconduct. This power, being coupled with an interest, is irrevocable until the Credit Agreement has been terminated and the Obligations have been fully satisfied.

20.        THE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS, DUTIES AND LIABILITIES.

(a)       The Grantors assume all responsibility and liability arising from or relating to the use, sale or other disposition of the Collateral. The Obligations shall not be affected by

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any failure of the Collateral Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantors from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Collateral Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from any Grantor, sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantors for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Collateral Agent and/or any Lender and the Grantors.

(b)       It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither the Collateral Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Collateral Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither the Collateral Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(c)       The Collateral Agent may at any time after an Event of Default shall have occurred and be continuing, without prior notice to any Grantor, notify Account Debtors, parties to the Contracts and obligors in respect of Instruments and Chattel Paper, that the Accounts and the right, title and interest of the Grantors in and under such Contracts, Instruments and Chattel Paper have been assigned to the Collateral Agent, and that payments shall be made directly to the Collateral Agent, for itself and the benefit of the Lenders. Upon the request of the Collateral Agent, the Grantors shall so notify Account Debtors, parties to Contracts and obligors in respect of Instruments and Chattel Paper.

(d)       The Collateral Agent may at any time in the Collateral Agent’s own name or in the name of any Grantor communicate with Account Debtors, parties to contracts, obligors in respect of Instruments, and obligors in respect of Chattel Paper, to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount and terms of any such Accounts, contracts, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, the Grantors, at their own expense, shall cause the independent certified public accountants then engaged by the Grantors to prepare and deliver to the Collateral Agent and each Lender at any time and from time to time promptly upon the Collateral Agent’s request the following reports with respect to the Grantor: (i) a reconciliation of all Accounts; (ii) an aging of

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all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as the Collateral Agent may request. The Grantors, at their own expense, shall deliver to the Collateral Agent the results of each physical verification, if any, which the Grantors may in their discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

21.        PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Schedule III hereto, (ii) the Security Agreement is effective to create a valid and continuing Lien on and, upon filing of the Copyright Security Agreement with the United States Copyright Office, perfected Liens in favor of the Collateral Agent on such Grantor’s patents, trademarks and copyrights and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from such Grantor, and (iii) upon filing of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent and Trademark Agreements with the United States Patent and Trademark Office and the filing of appropriate financing statements, all actions necessary or desirable to protect and perfect the Agent’s Lien on such Grantor’s patents, trademarks or copyrights shall have been duly taken.

(b)       The Grantors shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any patent, trademark or copyright, its right to register the same, or to keep and maintain the same.

(c)       In no event shall any Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Collateral Agent prompt written notice thereof, and, upon request of the Collateral Agent, the Grantors shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as the Collateral Agent may request to evidence the Agent’s Lien on such patent, trademark or copyright, and the General Intangibles of the Grantors relating thereto or represented thereby.

(d)       The Grantors shall take all actions necessary or requested by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless the Grantors shall determine that such patent, trademark or copyright is not material to the conduct of their business.

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(e)       In the event that any of the patent, trademark or copyright Collateral is infringed upon, or misappropriated or diluted by a third party, and such infringement, misappropriation or dilution could reasonably be expected to have a Material Adverse Effect, the Grantors shall notify the Collateral Agent promptly after any Grantor learns thereof. The Grantors shall, in such case, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Collateral Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright Collateral.

22.        INDEMNIFICATION. In any suit, proceeding or action brought by the Collateral Agent or any Lender relating to any Account, Chattel Paper, contract, Document, General Intangible or Instrument for any sum owing thereunder or to enforce any provision of any Account, Chattel Paper, contract, Document, General Intangible or Instrument, the Grantors will save, indemnify and keep the Collateral Agent and the Lenders harmless from and against all expense (including reasonable and actual attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from any Grantor, except in the case of the Collateral Agent or any Lender, to the extent such expense, loss, or damage is attributable to the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. All such obligations of the Grantors shall be and remain enforceable against and only against the Grantors and shall not be enforceable against the Collateral Agent or any Lender.

23.        LIMITATION ON LIENS ON COLLATERAL. The Grantors will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and interest of the Collateral Agent and the Lenders in and to any of the Grantors’ rights under the Collateral against the claims and demands of all Persons whomsoever.

24.        NOTICE REGARDING COLLATERAL. The Grantors will advise the Collateral Agent promptly, in reasonable detail, of any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral.

25.        REMEDIES; RIGHTS UPON DEFAULT.

(a)       In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies of a secured party under the UCC and otherwise at law or in equity. Without limiting the generality of the foregoing, the Grantors expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly

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waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on the Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable.

(b)       Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall select, whether at such Grantor’s premises or elsewhere. Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Lenders), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantors. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred by the Collateral Agent or any Lender to collect such deficiency.

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(c)       Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

(d)       EACH GRANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH IT HAS UNDER CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING THE COLLATERAL AGENT OR ANY LENDER, OR THE SUCCESSORS AND ASSIGNS OF THE Collateral AGENT OR SUCH LENDER, TO POSSESSION OF THE COLLATERAL UPON AN EVENT OF DEFAULT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT WHICH THE Collateral AGENT OR THE LENDERS MAY HAVE, EACH GRANTOR CONSENTS THAT IF THE Collateral AGENT OR ANY LENDER FILES A PETITION FOR AN IMMEDIATE WRIT OF POSSESSION IN COMPLIANCE WITH SECTIONS 44-14-261 AND 44-14-262 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW, AND THIS WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH PETITION AND ATTACHED THERETO, THE COURT BEFORE WHICH SUCH PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND AS OTHERWISE REQUIRED BY SECTION 44-14-263 OF THE OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR PROVISION UNDER APPLICABLE LAW.

26.        GRANT OF LICENSE TO USE PROPRIETARY RIGHTS. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Security Agreement (including, without limiting the terms of Section 25 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Proprietary Rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

27.        LIMITATION ON THE COLLATERAL AGENT’S AND THE LENDERS’ DUTY IN RESPECT OF COLLATERAL. The Collateral Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

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28.        MISCELLANEOUS.

(a)        Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(b)        Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement.

(c)        Severability. Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of the Collateral Agent, the Lenders and the Grantors with respect to the matters referred to herein and therein.

(d)        No Waiver; Cumulative Remedies. Neither the Collateral Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of the Collateral Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Security

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Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by the Collateral Agent and the Grantors.

(e)        Limitation by Law. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(f)        Termination of this Security Agreement. Subject to Section 28(a) hereof, this Security Agreement (other than Section 22) and the license granted pursuant to Section 26 hereof shall terminate upon the satisfactory collateralization of all Letters of Credit, the payment in full of all other Obligations (other than indemnification Obligations as to which no claim has been asserted), and the termination of all Commitments.

(g)        Successors and Assigns. This Security Agreement and all obligations of the Grantors hereunder shall be binding upon the successors and assigns of the Grantors (including any debtor-in-possession on behalf of any Grantor) and shall, together with the rights and remedies of the Collateral Agent, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, hereunder, inure to the benefit of the Collateral Agent and the Lenders, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, hereunder. No Grantor may assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement.

(h)        Counterparts. This Security Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement.

(i)        Governing Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE COURTS OF THE STATE OF GEORGIA OR THE FEDERAL COURTS LOCATED IN FULTON COUNTY, GEORGIA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GRANTOR, THE COLLATERAL AGENT AND THE LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE

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OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT THE COLLATERAL AGENT, THE LENDERS AND EACH GRANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTIONS, AND, PROVIDED, FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT. EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWERS’ AGENT AT THE ADDRESS SET FORTH IN SECTION 13.8 OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

(j)        Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE COLLATERAL AGENT, THE LENDERS, THE LETTER OF CREDIT ISSUER AND ANY GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

(k)        Section Titles. The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

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(l)        No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Security Agreement.

(m)       Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Sections 25(d), 28(i) and Section 28(j), with its counsel.

(n)       Benefit of the Lenders. All Liens granted or contemplated hereby shall be for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.

(o)        Existing Titled Collateral. Each of the parties hereto acknowledges and agrees that (i) pursuant to the Credit Agreement, Bank of America has authorized the Collateral Agent to take all actions, and exercise all rights and remedies, otherwise available to the Existing Titled Collateral Agent with respect to the Existing Titled Collateral and the Existing Certificates of Title, as more fully set forth in the Credit Agreement, and (ii) each reference herein to the "Collateral Agent" as it relates to Collateral that consists of Existing Titled Collateral, and the rights and remedies of the Collateral Agent with respect thereto, shall be deemed to include both the Collateral Agent and the Existing Titled Collateral Agent (it being understood that, in accordance with clause (i) above, the Collateral Agent shall have the full right and power to exercise all such rights and remedies on behalf of the Existing Titled Collateral Agent).

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:

ACKERMAN WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC. 
ALLIED GARDENS TOWING, INC.
ALLIED TOWING AND RECOVERY, INC.
ALTAMONTE TOWING, INC.
ANDERSON TOWING SERVICE, INC.
APACO, INC.
ARROW WRECKER SERVICE, INC.
A TO Z ENTERPRISES, INC.
B&B ASSOCIATED INDUSTRIES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BEATY TOWING & RECOVERY, INC.
BERT'S TOWING RECOVERY
     CORPORATION
BOB BOLIN SERVICES, INC.
BOB'S AUTO SERVICE, INC.
BOB VINCENT AND SONS WRECKER
     SERVICE, INC.
BOULEVARD & TRUMBULL TOWING, INC.
BREWER'S, INC.
BRYRICH CORPORATION
C&L TOWING SERVICES, INC.
CAL WEST TOWING, INC.
CARDINAL CENTRE ENTERPRISES, INC.
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTRAL VALLEY TOWING, INC.
CENTURY HOLDINGS, INC.
CHAD'S, INC.
CHAMPION CARRIER CORPORATION
CHEVRON, INC.
CHICAGO METRO SERVICES, INC.
CLARENCE CORNISH AUTOMOTIVE
     SERVICE, INC.
CLEVELAND VEHICLE DETENTION
CENTER, INC.
COFFEY’S TOWING, INC.

COLEMAN’S TOWING & RECOVERY, INC.
COMPETITION WHEELIFT, INC.
D.A. HANELINE, INC.
DVREX, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
DON'S TOWING, INC.
DUGGER’S SERVICES, INC.
DUN-RITE TOWING INC.
DURU, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GARY’S TOWING & SALVAGE POOL, INC.
GOLDEN WEST TOWING EQUIPMENT INC.
GOOD MECHANIC AUTO CO. OF RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
KAUFF'S, INC.
KAUFF’S OF FT. PIERCE, INC.
KAUFF’S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN'S TOWING, INC.
KING AUTOMOTIVE & INDUSTRIAL EQUIPMENT, INC.
LAZER TOW SERVICES, INC.
LEVESQUE'S AUTO SERVICE, INC.
LWKR, INC.
LINCOLN TOWING ENTERPRISES, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MERL'S TOWING SERVICE, INC.
MID AMERICA WRECKER &
     EQUIPMENT SALES, INC. OF COLORADO
MIKE'S WRECKER SERVICE, INC.

MILLER FINANCIAL SERVICES GROUP,  INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MILLER INDUSTRIES TOWING EQUIPMENT INC.
MOORE'S SERVICE & TOWING, INC.
MOORE'S TOWING SERVICE, INC.
MOSTELLER’S GARAGE, INC.
MURPHY'S TOWING, INC.
OFFICIAL TOWING, INC.
O'HARE TRUCK SERVICE, INC.
P.A.T., INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN'S TRUCK CENTER, INC.
PURPOSE, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.
RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY’S TOWING, INC.
RECOVERY SERVICES, INC.
RTIEX, INC.
RBEX INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROADONE SPECIALIZED
TRANSPORTATION, INC.
ROADONE TRANSPORTATION AND
LOGISTICS, INC.
R.M.W.S., INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.
SOUTHWEST TRANSPORT, INC.
SPEED'S AUTOMOTIVE, INC.

SPEED'S RENTALS, INC.
SROGA'S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON'S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN 
     COUNTY, INC.
TRUCK SALES & SALVAGE CO., INC.
WALKER TOWING, INC.
WES'S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
     ENTERPRISES, INC.
WHITEY’S TOWING, INC.
WILTSE TOWING, INC.
ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.

By:     /s/ Frank Madonia                                             
          Frank Madonia
          Attorney-in-fact of each of the above-
          referenced Grantors

COLLATERAL AGENT:

The CIT GROUP/COMMERCIAL SERVICES, INC.

By:    /s/ Arthur R. Cordwell                                               
Name:    Arthur R. Cordwell                                                
Title:      V.P.                                                                         

EXISTING TITLED COLLATERAL AGENT:

BANK OF AMERICA, N.A.

By:   /s/ Kevin M. Moore                                                     
Name:    Kevin M. Moore                                                    
Title:      Senior V.P.                                                               

SCHEDULE I
to
SECURITY AGREEMENT

LOCATION OF COLLATERAL

A.        Location of Chief Executive Office

B.        Location of Books and Records

C.        Location of Collateral

D.        Location of all other places of business

E.        Location of leased facilities and name of lessor/sublessor

SCHEDULE II
to
SECURITY AGREEMENT

JURISDICTION OF ORGANIZATION
(AND ORGANIZATION NUMBER)

SCHEDULE III
to
SECURITY AGREEMENT

PATENTS, TRADEMARKS AND COPYRIGHTS

EX-10.62 5 citstock.htm EXH. 10.62 - CIT GROUP STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT, dated as of July 23, 2001, is executed and delivered by MILLER INDUSTRIES, INC., a Tennessee corporation (“Pledgor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent (the “Collateral Agent”) for the lenders from time to time party to the Credit Agreement described below (the “Lenders”).

W I T N E S S E T H:

WHEREAS, Pledgor is the record and beneficial owner of the shares of capital stock described in Exhibit A hereto issued by each corporation named therein (individually and collectively referred to as the “Issuer”); and

WHEREAS, Pledgor and the Issuer, as borrowers, the Lenders, the Collateral Agent and Bank of America, N.A., as Syndication Agent, Administrative Agent and Letter of Credit Issuer, have entered into a Credit Agreement of even date herewith (as amended, modified, supplemented and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain loans and other financial accommodations to Pledgor; and

 WHEREAS, in accordance with the terms of the Loan Documents and as a condition precedent to the Lenders’ obligation to make loans under the Credit Agreement, and as security for all of the Obligations, the Lenders are requiring that Pledgor execute and deliver this Stock Pledge Agreement and grant the security interest contemplated hereby.

 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce the Lenders to enter into the Credit Agreement and make the loans under the Credit Agreement, it is agreed as follows:

 1.0     Definitions.  Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Stock Pledge Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

 “Agreement” shall mean this Stock Pledge Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

 “Domestic Subsidiary” shall mean any Subsidiary of Pledgor which is organized under the laws of a jurisdiction within the United States.

 “Event of Default” shall have the meaning assigned to such term in the Credit Agreement.

 “Foreign Subsidiary” shall mean any Subsidiary of Pledgor which is not a Domestic Subsidiary.

 “Non-Canadian Foreign Subsidiary” shall mean any Foreign Subsidiary which is not organized under the laws of Canada or a jurisdiction within Canada.

 “Obligations” shall have the meaning assigned to such term in the Credit Agreement.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2 hereof.

“Pledged Securities” shall mean the stock described in Sections 2.1 and 2.2 hereof.

2.0Pledge.  Pledgor hereby pledges, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to the Collateral Agent, for the benefit of the Lenders, a security interest in all of the following (collectively, the “Pledged Collateral”):

2.1    100% of the issued and outstanding capital stock owned by Pledgor of each Domestic Subsidiary and the certificates representing such stock, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock;

2.2     65% of the issued and outstanding voting stock (or, if less, 100% of the voting stock owned by Pledgor) and 100% of the issued and outstanding non-voting stock owned by Pledgor of each Foreign Subsidiary, and the certificates representing such stock, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock; and

 2.3     all proceeds of any of the foregoing.

 3.0Security for Obligations.  This Agreement secures, and the Pledged Collateral is security for, the payment and performance of all of the Obligations.

 4.0     Delivery of Pledged Securities.  All certificates representing or evidencing the Pledged Securities shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent; provided, however, that the Pledgor shall not be required to deliver the certificates with respect to Non-Canadian Foreign Subsidiaries until the Subordinated Debt is paid in full, at which time Pledgor shall promptly deliver such certificates to the Collateral Agent. The Collateral Agent shall have the right, in its discretion and without notice to Pledgor, at any time after the occurrence of an Event of Default, to transfer to or to register in the name of the Collateral Agent, or any of its nominees, subject to the terms of this Agreement and, prior to the repayment in full of the Subordinated Debt, to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries, any or all of the Pledged Securities. In addition, the Collateral Agent shall have the right at any time during the existence of an Event of Default to exchange certificates or instruments 

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representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

5.0     Representations and Warranties.  Pledgor represents and warrants to the Collateral Agent that:

 5.1     Pledgor is, and at the time of delivery of the Pledged Securities to the Collateral Agent pursuant to Section 4 hereof will be, the sole holder of record and the sole beneficial owner of the Pledged Collateral free and clear of any Lien thereon or affecting the title thereto except for Permitted Liens.

 5.2     The Pledged Securities included in the Pledged Collateral constitute the percentage of the issued and outstanding shares of capital stock of the Issuer as is set forth on Exhibit A attached hereto. All of the Pledged Securities have been duly authorized, validly issued and are fully paid and non-assessable; and there are no existing options, warrants or commitments of any kind or nature or any outstanding securities or other instruments convertible into shares of any class of capital stock of the Issuer, and no capital stock of the Issuer is held in the treasury of the Issuer.

 5.3     Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral to the Collateral Agent as provided herein.

 5.4     None of the Pledged Securities has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. Pledgor’s execution and delivery of this Agreement and the pledge of the Pledged Collateral hereunder do not, directly or indirectly, violate or result in a violation of any such laws.

 5.5     None of the Pledged Securities included in the Pledged Collateral is, as of the date of this Agreement, Margin Stock (as such term is defined in 12 C.F.R. Section 207), and Pledgor shall, promptly after learning thereof, notify the Collateral Agent of any Pledged Collateral which is or becomes Margin Stock and execute and deliver in favor of the Collateral Agent any and all instruments, documents and agreements (including, but not limited to, Form U-1) necessary to cause the pledge of such Margin Stock to comply with all applicable laws, rules and regulations.

 5.6      No consent, approval, authorization or other order of any Person and no consent, authorization, approval, or other action by, and no notice to or filing with, any governmental departments, commissions, boards, bureaus, agencies or other instrumentalities, domestic or foreign, is required to be made or obtained by Pledgor either (a) for the pledge of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

 5.7      The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid Lien on and a perfected security interest in the Pledged Collateral pledged by Pledgor, and the proceeds thereof, securing the payment of the Obligations.

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 5.8      This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or by the application of general principles of equity.

 The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

 6.0      Covenants.   Pledgor covenants and agrees that until the termination of this Agreement in accordance with Section 12 hereof:

 6.1      Except as provided herein or as permitted under the Credit Agreement, without the prior written consent of the Collateral Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral or any unpaid dividends or other unpaid distributions or payments with respect thereto or grant a Lien therein.

 6.2      Pledgor will not, subsequent to the date of this Agreement, other than as permitted in the Credit Agreement, cause or permit the Issuer to issue any shares of capital stock or securities convertible into shares of capital stock, unless and except upon first having obtained the prior written consent of the Collateral Agent thereto, except that the Issuer may issue shares of common stock to Pledgor, provided that such common stock is pledged to the Collateral Agent as required by this Agreement.

 6.3      Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such action as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary or desirable Uniform Commercial Code financing statements, which may be filed by the Collateral Agent with or without the signature of Pledgor, and will cooperate with the Collateral Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal or state law in connection with such Liens or any sale or transfer of the Pledged Collateral.

 6.4      Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent thereon against the claim of any Person (other than the Junior Creditors’ Agent with respect to the stock of the Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt) and will maintain and preserve such Liens.

 6.5      Pledgor will, upon obtaining any additional shares of capital stock of the Issuer which are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”), to confirm the pledge of such additional Pledged Securities pursuant to this Agreement; provided, however, that the failure of Pledgor to execute and deliver any such Pledge Amendment shall not prevent such additional Pledged Securities from being subject to the Lien created by this Agreement; provided, further, that Pledgor shall not be required to pledge hereunder more 

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than 65% of the outstanding voting stock of any Foreign Subsidiary. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all shares of stock listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Securities hereunder and shall be included in the Pledged Collateral.

 6.6     Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Pledged Collateral owned by it before the same become delinquent or become Liens upon any of the Pledged Collateral except where such taxes, assessments and charges may be contested in good faith by appropriate proceedings and appropriate reserves have been established on Pledgor’s books in accordance with GAAP.

 6.7     Pledgor will not create, grant or suffer to exist any Lien on any of the Pledged Collateral except Permitted Liens.

7.0     Distributions; Etc.

7.1     Right of Pledgor to Receive Distributions.  For so long as no Event of Default exists, Pledgor shall have the right to receive cash distributions declared and paid with respect to the Pledged Collateral, to the extent such distributions are permitted by the Credit Agreement. Any and all stock or liquidating distributions, other distributions in property, return of capital or other distributions made on or in respect of Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Issuer or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Issuer may be a party or otherwise, shall be and become part of the Pledged Collateral pledged hereunder and, if received by Pledgor, shall be received in trust for benefit of the Collateral Agent, be segregated from the other property and funds of Pledgor, and shall forthwith be delivered to the Collateral Agent to be held subject to the terms of this Agreement (in each case, with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent).

7.2      Holding Pledged Collateral; Exchanges.  The Collateral Agent may hold any of the Pledged Collateral, endorsed or assigned in blank, and, during the existence of an Event of Default, may deliver any of the Pledged Collateral to the issuer thereof for the purpose of making denominational exchanges or registrations or transfers or for such other reasonable purpose in furtherance of this Agreement as the Collateral Agent may deem desirable (subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt). The Collateral Agent shall have the right, if necessary to perfect its security interest, to transfer to or register in the name of the Collateral Agent or any of its nominees, any or all of the Pledged Collateral (subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt); provided that notwithstanding the foregoing, until any transfer of beneficial ownership with respect to the Pledged Collateral pursuant to any exercise of remedies under Section 8 hereof, Pledgor shall continue to be the beneficial owner of the Pledged Collateral.

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7.3      Termination of Pledgor’s Right to Receive Distributions.  During the existence of any Event of Default, all rights of Pledgor to receive any cash distributions pursuant to Section 7.1 hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, and the Collateral Agent shall have the sole and exclusive right to receive and retain the distributions which Pledgor would otherwise be authorized to receive and retain pursuant to Section 7.1 hereof. In such event, Pledgor shall pay over to the Collateral Agent any distributions received by it with respect to the Pledged Collateral and any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this Section 7.3 shall be retained by the Collateral Agent as Pledged Collateral hereunder and/or shall be applied to the repayment of the Obligations in accordance with the provisions hereof. Notwithstanding the foregoing, all rights of the Collateral Agent under this Section 7.3 with respect to the stock of Non-Canadian Foreign Subsidiaries are, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to such stock.

8.0     Remedies.  During the existence of an Event of Default, the Collateral Agent shall have the following rights and remedies (it being understood that any such rights and remedies with respect to the stock of Non-Canadian Foreign Subsidiaries are, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect thereto):

8.1     Secured Creditor.  All of the rights and remedies of a secured party under the Uniform Commercial Code of the State where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement.

8.2     Right of Sale.  The Collateral Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (a) apply any cash distributions received by the Collateral Agent pursuant to Section 7.3 hereof to the Obligations, and (b) if following such application there remains outstanding any Obligations, sell the remaining Pledged Collateral, or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to the actual and reasonable costs, expenses and attorneys’ fees and expenses incurred by the Collateral Agent for collection and for acquisition, completion, protection, removal, sale and delivery of the Pledged Collateral; and then to the Obligations in the manner set forth in the Credit Agreement. If any deficiency shall arise, Pledgor shall be liable therefor.

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8.3     Notice.  In addition thereto, Pledgor further agrees that in the event that notice is necessary under applicable law, written notice mailed to Pledgor in the manner specified in Section 16 hereof ten (10) days prior to the date of the disposition of the Pledged Collateral subject to the security interest created herein at any such public sale or sale at any broker’s board or on any such securities exchange, or prior to the date after which private sale or any other disposition of said Pledged Collateral will be made, shall constitute commercially reasonable and fair notice.

8.4     Securities Act, etc.  If, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as now or hereafter in effect, or any similar statute now or hereafter in effect in any jurisdiction (collectively, the “Securities Laws”), the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 8, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent in its discretion (a) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under any applicable Securities Law, (b) may approach and negotiate with a single possible purchaser to effect such sale, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In addition to a private sale as provided above in this Section 8, if any of the Pledged Collateral shall not be freely distributable to the public without registration under applicable Securities Laws at the time of any proposed sale pursuant to this Section 8, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Collateral Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and all applicable Securities Laws.

8.5     Registration.  Pledgor acknowledges that notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in Section 8.4, the Collateral Agent may, in its discretion and at its sole expense, elect to register any or all of the Pledged Collateral under applicable Securities Laws. Pledgor, however, recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such 

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circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under applicable Securities Laws, even if Pledgor would agree to do so.

8.6     Waiver of Certain Rights.  Pledgor agrees that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees that it will not interfere with any right, power or remedy of the Collateral Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect.

8.7     Specific Performance.  Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 8 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.

9.0     Power of Attorney; Proxy.

9.1     During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Collateral Agent (and all Persons designated by the Collateral Agent) as its true and lawful attorney (and agent-in-fact) and the Collateral Agent, or the Collateral Agent’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Collateral Agent or said agent, in its discretion, may determine, in the name of Pledgor or the Collateral Agent (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries): (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Collateral Agent’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Collateral Agent’s discretion, to fulfill the obligations of Pledgor under this Agreement.

9.2     During the existence of an Event of Default, the Collateral Agent, or itsnominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all

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voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the Collateral Agent, in its sole discretion, shall determine (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries). THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Collateral Agent of any of its rights and remedies under this Section 9.2 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Collateral Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.

10.0     Waiver.  No delay on the Collateral Agent’s part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice the Collateral Agent’s rights as against Pledgor in any respect.

11.0     Assignment.  The Collateral Agent and the Lenders may assign, endorse or transfer any instrument evidencing all or any part of the Obligations as provided in, and in accordance with, the Credit Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.

12.0     Termination.  This Agreement shall terminate and be of no further force or effect at such time as the Obligations shall be paid and performed in full and the Commitments shall have been terminated. Upon such termination of this Agreement, the Collateral Agent shall deliver to Pledgor the Pledged Collateral at the time subject to this Agreement and then in the Collateral Agent’s possession or control and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided in Section 13 hereof, all of Pledgor’s obligations hereunder shall at such time terminate.

13.0     Reinstatement.  This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Pledgor for liquidation or reorganization, should Pledgor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

14.0     Miscellaneous.  This Agreement shall be binding upon Pledgor and its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Collateral Agent and its successors and assigns, and shall be governed by, and construed and enforced in accordance with, the internal laws in effect in the State of Georgia, and none of the terms or provisions of this Agreement may be waived, 

-9-

altered, modified or amended except in writing duly signed for and on behalf of the Collateral Agent and Pledgor.

15.0     Severability.  If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.

16.0     Notices.  Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered in accordance with the terms of Section 13.8 of the Credit Agreement.

17.0     Section Titles.  The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

18.0     Counterparts.  This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.

[SIGNATURES BEGIN ON NEXT PAGE]

-10-

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

MILLER INDUSTRIES, INC.

By:

Name:

Title:

-11-

EXHIBIT A
to the Stock Pledge Agreement

Attached to and forming a part of that certain Stock Pledge Agreement dated as of July 23, 2001 executed and delivered by Miller Industries, Inc. to The CIT Group/Business Credit, Inc., as Collateral Agent.

DOMESTIC SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
APACO, Inc. Century Holdings, Inc. Miller/Greeneville, Inc Chevron, Inc. Sonoma Circuits, Inc. Miller Industries 
     International, Inc. Miller Industries
     Distributing, Inc. B&B Associated 
     Industries, Inc. Competition Wheelift, Inc. Golden West Towing 
     Equipment, Inc. King Automotive &
     Industrial Equipment, Inc. Mid America Wrecker &
     Equipment Sales, Inc.
     of Colorado Purpose, Inc. Southeastern Towing 
     Equipment, Inc. Southern Wrecker Center, Inc. Southern Wrecker Sales, Inc. Road One, Inc. RoadOne Employee
     Services, Inc. Road One Service, Inc.  
Common Common Common Common Common Common
Common  
Common  
Common Common  
Common  
Common   Common  
Common  Common  Common Common  
Common
1 2 1 24 2  2  
1  
1  
1  2  
2  
1   3  
2  1  1 2  
1
100 100 100 1,746 100  100  
100  
100  
100  120  
200  
100   500  
50  100  100 100  
100
100 100 100 1,746 100  100  
100  
100  
100 120  
200  
100   500  
50  100  100 100  
100

A-1

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

A-Excellence Towing Co. Ackerman Wrecker
     Service, Inc. All American Towing
     Services, Inc. Allied Gardens Towing, Inc. Allied Towing and
     Recovery, Inc. Altamonte Towing, Inc. Anderson Towing Service, Inc. Arrow Wrecker Service, Inc. A to Z Enterprises, Inc. B-G Towing, Inc. Bear Transportation, Inc. Beaty Towing &
     Recovery, Inc. Bert’s Towing Recovery
     Corporation Bob Bolin Services, Inc. Bob’s Auto Service, Inc. Boulevard & Trumbull
     Towing, Inc. Brewer’s, Inc. Bryrich Corporation C&L Towing Services, Inc. Cal West Towing, Inc. Cedar Bluff 24 Hour
     Towing, Inc. Central Valley Towing, Inc. Chad’s, Inc. Clarence Cornish Automotive
     Service, Inc. Coffey’s Towing, Inc. Coleman’s Towing &
     Recovery, Inc. DVREX, Inc. Dick’s Towing &
     Road Service, Inc. Don’s Towing, Inc. Dugger’s Services, Inc. DuRu, Inc. E.B.T., Inc. Export Enterprises, Inc. 
Common Common  
Common  
Common Common  
Common Common  Common  Common Common Common Common  
Common  
Common Common Common  
Common Common Common Common Common
Common Common Common  
Common Common  
Common Common  
Common Common Common Common Common  
2 2  
2  
2 2  
2 2  3  2 2 1 2  
4  
6 2 2  
2 2 1 2 1  
2 2 2  
2 9  
11 5  
2 2 2 3 2
100 100  
100  
100 500  
100 100  500  13,100 100 100 100  
100  
20,000 100 1,000  
1,000 100 100 100 100  
100 100 100
100 100  
100 500  
100 100 100 10,000 100
100 100  
100  
100 500  
100 100  500  13,100 100 100 100  
100  
20,000 100 1,000  
1,000 100 100 100 100  
100 100 100  
100 100  
100 500  
100 100 100 10,000 100

A-2

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
Gary’s Towing &
     Salvage Pool, Inc. Great America Towing, Inc. H&H Towing Enterprises, Inc. Hall’s Towing Service, Inc. H.M.R. Enterprises, Inc. Interstate Towing &
     Recovery, Inc. Kauff’s, Inc. Ken’s Towing, Inc. Lazer Tow Services, Inc. Levesque’s Auto Service, Inc. LWKR, Inc. Lincoln Towing Enterprises, Inc. M&M Towing and Recovery,
     Inc. Maejo, Inc. Mel’s Acquisition Corp. Merl’s Towing Service, Inc. Mike’s Wrecker Service, Inc. Moore’s Service & Towing, Inc. Moore’s Towing Service, Inc. Mosteller’s Garage, Inc. Official Towing, Inc. O’Hare Truck Service, Inc. P.A.T., Inc. Pipes Enterprises, Inc. Pro-Tow, Inc. Pullen’s Truck Center, Inc. RAR Enterprises, Inc. Randy’s High Country Towing,
     Inc. Ray Harris, Inc. Ray’s Towing, Inc. Recovery Services, Inc. RTIEX, Inc. RBEX, Inc. R.M.W.S., Inc. RRIC Acquisition Corp.
Common  
Common Common  Common Common Common  
Common Common Common Common  Common Common  Common
Common Common Common  Common  Common  Common Common Common Common Common Common Common Common Common Common  
Common Common Common Common Common Common Common
2  
2 1  4 5 1  
1 2 1 2  2 1 2
 2 1 1  5  1  1 2 1 1 2 2 2 2 2 2  
2 2 2 2 1 2 1
100
 100 100  525 5 100  
100 100 100 100 1,000 100 100
100 100 100  360  100 100 100 100 100 1,000 500 100 100 50 10,000  
100 100 100 222 100 1,000 100
100
 100 100  525 5 100  
100 100 100 100 1,000 100 100
100 100 100  360  100  100 100 100 100 1,000 500 100 100 50 10,000  
100 100 100 222 100 1,000 100

A-3

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
Sakstrup Towing, Inc. Sandy’s Auto & Truck Service,
    Inc. Speed’s Automotive, Inc. Speed’s Rentals, Inc. Sroga’s Automotive Services,
     Inc. Suburban Wrecker Service, Inc. Ted’s of Fayville, Inc. Texas Towing Corporation Thompson’s Wrecker
     Service, Inc. Tow Pro Custom Towing &
     Hauling, Inc. Treasure Coast Towing, Inc. Walker Towing, Inc. Wes’s Service Incorporated Western Towing; McClure/
     Earley Enterprises, Inc. Whitey’s Towing, Inc. Wiltse Towing, Inc. Zebra Towing, Inc. Zehner Towing & Recovery, Inc.  
Common Common  
Common Common Common  
Common  Common Common Common  
Common  
Common Common Common Common  
Common Common Common Common  
2 3  
4 2 1  
2 2 1 1  
2  
1 2 3 2
2 2 2 2 
100 10  
438 60 100  
100  1,900 100 100
100  
100 2,500 100 100  
100 100 100 100
100 10  
438 60 100  
100  1,900 100 100  
100  
100 2,500 100 100
100 100 100 100

A-4

NON-CANADIAN FOREIGN SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

  Boniface Engineering, Ltd. Ordinary  65  100

CANADIAN FOREIGN SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

407664 British Columbia Ltd.	Common	22.75	35
Canadian Towing Equipment       Inc.	Common	65	100
F.G. Russell Truck  Equipment       Ltd.	Common	32,500	50,000

A-5

EXHIBIT B
to the Stock Pledge Agreement

PLEDGE AMENDMENT

This Pledge Amendment, dated ________________, 200__, is delivered pursuant to Section 6.5 of the Stock Pledge Agreement referred to below. The undersigned hereby (a 0) pledges, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to the Collateral Agent, for the benefit of the Lenders, a security interest in the shares of capital stock set forth below (the “Additional Securities”) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Securities, all on the terms and conditions set forth in that certain Stock Pledge Agreement, dated as of July 23, 2001 (the “Stock Pledge Agreement”), executed and delivered by the undersigned, as Pledgor, to The CIT Group/Business Credit, Inc., as Collateral Agent, which terms and conditions are hereby incorporated herein by reference; (b 0) agrees that this Pledge Amendment may be attached to the Stock Pledge Agreement; and (c 0) agrees that the Additional Securities listed on this Pledge Amendment shall be deemed to be a part of the Pledged Securities under the Stock Pledge Agreement, shall become a part of the Pledged Collateral referred to in the Stock Pledge Agreement and shall secure all Obligations referred to in the Stock Pledge Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Stock Pledge Agreement.

MILLER INDUSTRIES, INC.

By:   /s/ Frank Madonia

Name:  Frank Madonia

Title:     Exec. V.P.

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

B-1

EX-10.70 6 jragrt.htm EXH. 10.70 - AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

MILLER INDUSTRIES, INC.

and

MILLER INDUSTRIES TOWING EQUIPMENT INC.

as Borrowers,

BANK OF AMERICA, N.A.

as Agent and as Lender,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

July 23, 2001

TABLE OF CONTENTS
		Page
ARTICLE I Definitions and Terms
1.1.	Definitions	3
1.2.	Rules of Interpretation	17
1.3.	Amendment and Restatement	18
2.1.	Payment of Principal	19
ARTICLE I Definitions and Terms
2.1.	Term Loan; Payment of Principal	19
2.2.	Payment of Interest	21
2.3.	Non-Conforming Payments	21
2.4.	Notes	22
2.5.	Pro Rata Payments	22
2.6.	Optional Prepayments	22
2.7.	Mandatory Prepayments	22
2.8.	Use of Proceeds	23
2.9.	Commitment Fee	23
ARTICLE II The Term Loan
3.1.	Ratification of Existing Security Instruments	25
3.2.	Assignment of Mortgage; Intercompany Security Documents Assignment	25
3.3.	Guaranty	25
3.4.	Stock Pledge	25
3.5.	Security Interests	25
3.6.	Further Assurances	25
3.7.	Intercreditor Matters	25
ARTICLE IV Change in Circumstances
4.1.	Increased Cost and Reduced Return	25
4.2.	Taxes	26
4.3.	Lending Office	27
ARTICLE V Conditions to Making Loans and Issuing Letters of Credit
5.1.	Conditions of Making Loan	28

i

ARTICLE VI Representations and Warranties
6.1.	Organization and Authority	31
6.2.	Loan Documents	31
6.3.	Solvency	31
6.4.	Subsidiaries and Stockholders	32
6.5.	Ownership Interests	32
6.6.	Financial Condition	32
6.7.	Title to Properties	32
6.8.	Taxes	32
6.9.	Other Agreements	32
6.10.	Litigation	33
6.11.	Margin Stock	33
6.12.	Investment Company	33
6.13.	Patents, Etc.	33
6.14.	No Untrue Statement	33
6.15.	No Consents, Etc.	34
6.16.	Employee Benefit Plans	34
6.17.	No Default	35
6.18.	Environmental Matters	35
6.19.	Employment Matters	35
6.20.	Perfected Security Instruments	35
ARTICLE VII Affirmative Covenants
7.1.	Financial Reports, Etc.	37
7.2.	Maintain Properties	38
7.3.	Existence, Qualification, Etc.	38
7.4.	Regulations and Taxes	38
7.5.	Insurance	38
7.6.	True Books	38
7.7.	Right of Inspection	38
7.8.	Observe all Laws	39
7.9.	Governmental Licenses	39
7.10.	Covenants Extending to Other Persons	39
7.11.	Officer’s Knowledge of Default	39
7.12.	Suits or Other Proceedings	39
7.13.	Notice of Environmental Complaint or Condition	39
7.14.	Environmental Compliance	39
7.15.	Indemnification	39
7.16.	Further Assurances	40
7.17.	Employee Benefit Plans	40
7.18.	Continued Operations	41
7.19.	Additional Support Documents	41
7.20.	Subsidiary Support of Permitted Indebtedness	42
7.21.	Opinions of Foreign Counsel	42
7.22.	Additional Collateral Documents; Audit	42
7.23.	Senior Facility Notices	44
7.24.	Existing Facility Interest Payment	44

ii

ARTICLE VIII Negative Covenants
8.1.	Financial Covenants	45
8.2.	Acquisitions	45
8.3.	Liens	45
8.4.	Indebtedness	46
8.5.	Transfer of Assets	47
8.6.	Investments	47
8.7.	Merger or Consolidation	48
8.8.	Restricted Payments	48
8.9.	Transactions with Affiliates	48
8.10.	Compliance with ERISA, the Code and Foreign Benefit Laws	48
8.11.	Accounting Changes	49
8.12.	Dissolution, etc.	49
8.13.	Limitations on Sales and Leasebacks	49
8.14.	Change in Control	49
8.15.	Limitation on Guaranties	49
8.16.	Negative Pledge Clauses	49
8.17.	Prepayments, Etc. of Indebtedness	49
8.18.	Restrictive Agreements	50
8.19	Modification of Senior Facility	50
ARTICLE IX Events of Default and Acceleration
9.1.	Events of Default	51
9.2.	Agent to Act	53
9.3.	Cumulative Rights	53
9.4.	No Waiver	53
9.5.	Allocation of Proceeds	53
9.6.	Judgment Currency	54
ARTICLE X The Agent
10.1.	Appointment, Powers, and Immunities	55
10.2.	Reliance by Agent	55
10.3.	Defaults	55
10.4.	Rights as Lender	56
10.5.	Indemnification	56
10.6.	Non-Reliance on Agent and Other Lenders	56
10.7.	Resignation of Agent	56
10.8.	Fees	56
ARTICLE XI Miscellaneous
11.1.	Assignments and Participations	57
11.2.	Notices	58
11.3.	Right of Set-off; Adjustments	59

iii

11.4.	Survival	59
11.5.	Expenses	59
11.6.	Amendments and Waivers	60
11.6A.	Release of Liens	60
11.7.	Counterparts	60
11.8.	Termination	60
11.9.	Indemnification	61
11.10.	Severability	61
11.11.	Entire Agreement	61
11.12.	Agreement Controls	61
11.13.	Usury Savings Clause	61
11.14.	Governing Law; Waiver of Jury Trial	62
11.15.	Payments	62
11.16.	Subordination	62
11.17.	Joint and Several Obligations	63

EXHIBIT A	Applicable Commitment Percentages	A-1
EXHIBIT B	Form of Assignment and Acceptance	B-1
EXHIBIT C	Notice of Appointment (or Revocation) of Authorized Representative	C-1
EXHIBIT D	Form of Note	D-1
EXHIBIT E	Form of Opinion of Borrowers’ and Guarantors’ Counsel	E-1
EXHIBIT F	Compliance Certificate	F-1
EXHIBIT G	Form of Warrant Agreement	G-1

iv

SCHEDULE 6.4	Subsidiaries
SCHEDULE 6.6	Existing Indebtedness
SCHEDULE 6.7	Title to Properties
SCHEDULE 6.10	Litigation
SCHEDULE 6.19	Employment Matters
SCHEDULE 7.5	Insurance

v

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 24, 2001 (the "Agreement"), is made by and among MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business in Ooltewah, Tennessee ("Miller"), and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation and wholly owned subsidiary of Miller having its principal place of business in Ooltewah, Tennessee ("Miller Towing") ("Miller and Miller Towing may be referred to individually herein as a "Borrower" and collectively as the Borrowers"), BANK OF AMERICA, N.A, a national banking association organized and existing under the laws of the United States, in its capacity as a Lender ("Bank of America"), and each other financial institution executing and delivering a signature page hereto and each other financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 11.1 (hereinafter such financial institutions may be referred to individually as a "Lender" or collectively as the "Lenders"), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 10.7, the "Agent");

W I T N E S S E T H:

WHEREAS, the Borrowers, the Agent and the Lenders are party to that certain Credit Agreement dated as of January 30, 1998, as amended by Amendment No. 1 to Credit Agreement dated as of January 31, 1998 and by Amendment No. 2 to Credit Agreement dated as of October 30, 1998 and by Amendment No. 3 to Credit Agreement dated as of July 27, 1999 and by Amendment No. 4 to Credit Agreement dated as of August 13, 1999 and by Amendment No. 5 to Credit Agreement dated as of July 26, 2000 and by Amendment No. 6 to Credit Agreement dated as of December 14, 2000 (as hereby and from time to time amended, restated, supplemented, modified or replaced, the "Existing Credit Agreement"), pursuant to which the Lenders agreed to make and have made available to the Borrowers a credit facility including a revolving credit and term loan facility with a letter of credit sublimit and a swing line sublimit (the "Existing Facility"); and

WHEREAS, the Borrowers are entering into a Credit Agreement of even date herewith (the "Senior Credit Agreement") with the Senior Agents and the Senior Lenders (as hereafter defined) simultaneously with the effectiveness hereof, pursuant to which the Senior Lenders are providing a senior revolving credit facility and term loan facility in the aggregate maximum principal amount of $110,000,000 (the "Senior Facility"), the initial proceeds of which shall be used to repay $82,180,570.84 of outstanding Indebtedness of the Borrowers in favor of the Agent and the Lenders under the Existing Facility; and

WHEREAS, the Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement and make available to the Borrowers a junior term loan facility in the maximum principal amount outstanding of $14,000,000, the proceeds of which term loan facility are to be used as provided in Section 2.8 hereof; and

WHEREAS, the Lenders are willing to amend and restate the Existing Credit Agreement and make such junior facility available to the Borrowers upon the terms and conditions set forth herein; and

WHEREAS, the Borrowers acknowledge that this Agreement constitutes an amendment and restatement (and not a novation) of the Existing Credit Agreement and the Obligations hereunder shall continue to be secured by the Collateral currently securing Obligations of the Borrowers under (and as defined in) the Existing Credit Agreement pursuant to the Security Instruments and such additional Collateral as may be granted by the Borrowers to the Agent and the Lenders; and

NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree as follows:

2

ARTICLE I

Definitions and Terms

1.1.       Definitions. For the purposes of this Agreement, in addition to the definitions set forth above, the following terms shall have the respective meanings set forth below:

"Accounts" means, as to Miller or any Subsidiary, all of entity’s now owned or hereafter acquired or arising accounts, as defined in the Uniform Commercial Code, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Account Debtor" means each Person obligated in any way on or in connection with an Account.

"Acquisition" means the acquisition of (i) a controlling interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person. The term "controlling interest" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Stock, by contract or otherwise.

"Adjusted Net Earnings from Operations" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, Miller’s and its Subsidiaries’ net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the financial statements delivered to the Agent for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets (provided, that, up to $891,000 in the aggregate of gain from capital asset sales that occurred during the Fiscal Year ended April 30, 2001 shall be included in net income for the fiscal periods ending on April 30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002 to the extent such asset sales occurred during such fiscal periods); (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Miller or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Miller or any of its Subsidiaries) in which Miller or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Miller or such Subsidiary in the form of cash distributions; (e) earnings of any Person to which assets of Miller or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Miller or any of its Subsidiaries shall have been merged, or which has been a party with Miller or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities by Miller or any of its Subsidiaries or from cancellation or forgiveness of Indebtedness; and (g) gain and non-cash losses arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

"Affiliate" means any Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with Miller; or (ii) which beneficially owns or holds 5% or more of any class of the outstanding Voting Stock of Miller or (iii) 5% or more of any class of the outstanding Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by Miller. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Stock, by contract or otherwise.

"Applicable Commitment Percentage" means, for each Lender at any time, a fraction, the numerator of which shall be such Lender’s Commitment and the denominator shall be the Total Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

3

"Applicable Margin" means 6.00% per annum.

"Approved Fund" means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

"Asset Disposition" means any voluntary disposition, whether by sale, lease or transfer, of (a) any or all of the assets of Miller or its Subsidiaries, excluding cash, cash equivalents, inventory disposed of in the ordinary course of business, and equipment disposed of in the ordinary course of business which is obsolete or no longer useable by Miller or its Subsidiaries in their business and with respect to which the proceeds of the sale of such assets are used to purchase similar equipment to replace the unnecessary or obsolete equipment (provided such equipment is replaced with replacement equipment within ninety (90) days after any such sale or disposition), and (b) any of the capital stock, or securities and investments interchangeable, exercisable or convertible for or into, or otherwise entitling the holder to receive, any of the capital stock of any Subsidiary (other than a disposition to Miller or a Guarantor in the case of (a) and (b)).

"Assigned Interest" has the meaning ascribed to such term in the Collateral Assignment of Interests.

"Assignment and Acceptance" shall mean an Assignment and Acceptance in the form of Exhibit B (with blanks appropriately filled in) executed and delivered to the Agent by the parties thereto in connection with an assignment of a Lender’s interest under this Agreement pursuant to Section 11.1.

"Assignment of Leases" means, collectively, any Assignment of Lessee’s Interest in Leases by the Borrowers and the Guarantors to the Agent for the benefit of the Lenders delivered pursuant to the terms of the Existing Credit Agreement or this Agreement, as hereinafter modified, amended or supplemented from time to time.

"Assignment of Mortgage" means that certain Assignment of Deed of Trust by Miller to the Agent for the benefit of the Lenders dated as of the Closing Date, acknowledged and consented to by Thomas I. Starling, as trustee ("Trustee"), covering that certain Deed of Trust and Security Agreement dated as of March 31, 1999 by and among Fabri-Tech, L.L.C., Miller, and Trustee, encumbering certain real property described therein located in Olive Branch, De Soto County, Mississippi, as hereinafter modified, amended or supplemented from time to time.

"Authorized Representative" means any of the Chief Executive Officer, President, any Executive or Senior Vice President of Miller or, with respect to financial matters, the chief financial officer or Treasurer of Miller, or any other Person expressly designated by the Board of Directors of Miller (or the appropriate committee thereof) as an Authorized Representative of Miller, as set forth from time to time in a certificate in the form of Exhibit C.

"Bank of America" means Bank of America, N.A., a national banking association.

"Base Rate" means the sum of (i) for any day, the rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%) or (b) the Prime Rate for such day and (ii) the Applicable Margin. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or Federal Funds Rate.

"Board" means the Board of Governors of the Federal Reserve System (or any successor body).

"Borrowers’ Account" means a demand deposit account with the Agent, which may be maintained at one or more offices of the Agent or an agent of the Agent.

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"Borrowing Base Asset" means any asset of either of the Borrowers or any Subsidiary which is included in the Senior Borrowing Base (or against the value of which the Senior Lenders advanced the term loan portion of the Senior Facility) and has a Senior Collateral Value.

"Business Day" means any day which is not a Saturday, Sunday or a day on which banks in the States of New York, North Carolina and Tennessee are authorized or obligated by law, executive order or governmental decree to be closed.

"Capital Expenditures" means, with respect to Miller and its Subsidiaries, all payments due (whether or not paid during any fiscal period) in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, which has a useful life of more than one year, including, without limitation, those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease.

"Capital Lease" means any lease of property by a Borrower or any Subsidiary which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Borrower or Subsidiary.

"Certificate and Receipt of Registrar" means any Certificate and Receipt of Registrar delivered to the Agent pursuant to Section 7.19, in each case substantially in the form provided by the Agent and attached to the Collateral Assignment of Interests, as any such Certificate and Receipt of Registrar may be hereafter amended, supplemented or restated from time to time.

"Certificate of Title Property" means all property which is a motor vehicle or other good, whether such property is now owned or hereafter acquired, for which ownership is (i) covered by a certificate of title or other comparable instrument issued under a statute of a state under the law of which indication of a security interest on such certificate or instrument is required as a condition of perfection, and (ii) not subject to a purchase money Lien in favor of another creditor which is permitted by Section 8.3 hereof.

"Change of Control" means, at any time:

(i) any "person" or "group" (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than William G. Miller (or his spouse, lineal descendants or trusts for their benefit), either (A) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act ), directly or indirectly, of Voting Stock of the Borrower (or securities convertible into or exchangeable for such Voting Stock) representing 25% or more of the combined voting power of all Voting Stock of Miller (on a fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of Miller;

(ii) during any period of up to 12 consecutive months, commencing on the Closing Date, individuals who at the beginning of such 12-month period were directors of Miller shall cease for any reason (other than the death, disability or retirement of an officer of Miller that is serving as a director at such time so long as another officer of Miller replaces such Person as a director) to constitute a majority of the board of directors of Miller; or

(iii) any Person or two or more Persons (other than those Persons identified in clause (i) above or existing directors) acting in concert shall have acquired, by contract or otherwise, or shall have entered into a contract or arrangement and satisfied any conditions to effectiveness, that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence on the management or policies of Miller.

"Closing Date" means the date as of which this Agreement is executed by the Borrowers, the Lenders and the Agent and on which the conditions set forth in Section 5.1 have been satisfied.

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"Code" means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

"Collateral" means the collateral described in the Security Instruments. Notwithstanding anything herein or in any other Loan Document to the contrary, the Liens of the Agent and the Lenders in the Collateral shall not secure any Obligations arising from or under the Warrant Agreement or the Warrants.

"Collateral Assignment of Interests" means any Collateral Assignment of Interests delivered to the Agent pursuant to Section 7.19, in form and substance satisfactory to the Agent and the Lenders, as any such Collateral Assignment of Interests may be hereafter amended, supplemented or restated from time to time.

"Commitment" means, with respect to each Lender, the obligation of such Lender to make the Loan to the Borrower in a principal amount equal to such Lender’s Applicable Commitment Percentage of the Total Commitment as set forth on Exhibit A.

"Commitment Fee Rate" means on each date shown below that percent per annum set forth below for such date:

First Business Day that occurs	First Business Day that occurs	First Business Day that occurs	First Business Day that occurs
Six (6) months from Closing Date	Twelve (12) months from Closing Date	Eighteen (18) months from Closing Date	Twenty-four (24) months from Closing Date
1.00%	2.00%	4.00%	6.00%

"Consistent Basis" in reference to the application of GAAP means the accounting principles observed in the period referred to are comparable in all material respects to those applied in the preparation of the audited financial statements of Miller referred to in Section 6.6(a).

"Consolidated EBITDA" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Consolidated Interest Expense, Federal, state, local and foreign income taxes, depreciation and amortization. In calculating Consolidated EBITDA, at a time when the Subsequent EBITDA Requirement is applicable under Section 8.1(c), for any fiscal period, EBITDA will be calculated as if the Asset Disposition of the assets and/or stock of the RoadOne Borrowers giving rise to the occurrence of the Transition Date had occurred prior to such fiscal period.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, the ratio of Consolidated EBITDA to Consolidated Fixed Charges.

"Consolidated Fixed Charges" means, with respect to any fiscal period of the Miller and its Subsidiaries on a consolidated basis, without duplication, Consolidated Interest Expense, Capital Expenditures (excluding Capital Expenditures funded with Indebtedness of any of the Borrowers and Subsidiaries other than the Indebtedness hereunder or under the Senior Facility, but including, without duplication, principal payments with respect to such Indebtedness), scheduled principal payments of Indebtedness, and Federal, state, local and foreign income taxes, excluding deferred taxes; provided, in the case of principal payments hereunder, only principal amounts actually paid to the Agent and the Lenders in accordance with Section 2.1 hereof shall be included as "scheduled principal payments of Indebtedness" in calculating the amount of Consolidated Fixed Charges for any fiscal period.

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"Consolidated Interest Expense" means, with respect to any fiscal period of the Miller and its Subsidiaries on a consolidated basis, interest on Indebtedness required or scheduled to be paid during the period for which computation is being made (including the interest component of all Capital Leases and synthetic leases), excluding the amortization of fees and costs incurred with respect to the closing of loans.

"Consolidated Total Assets" means, as of the date on which the amount thereof is to be determined, the net book value of all assets of Miller and its Subsidiaries as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

"Contingent Obligation" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Debt Offering" means Indebtedness of Miller or any Subsidiary not otherwise permitted under Section 8.4(a) through 8.4(f) which is incurred with the consent of the Required Lenders.

"Default" means any event or condition which, with the giving or receipt of notice or lapse of time or both, would constitute an Event of Default hereunder.

"Default Rate" means the lesser of (i) a rate of interest per annum which shall be four percent (4%) above the Base Rate, and (ii) the maximum rate permitted by applicable law.

"Determination Date" means the last day of each fiscal quarterly period of Miller.

"Direct Foreign Subsidiary" means any Foreign Subsidiary a majority of whose outstanding voting stock is owned directly by Miller or a Domestic Subsidiary.

"Dollars" and the symbol "$" means dollars constituting legal tender for the payment of public and private debts in the United States of America.

"Domestic Subsidiary" means any Subsidiary of Miller organized under the laws of the United States of America or a state or territory thereof.

"Eligible Assignee" means (i) a Lender; (ii) an affiliate or Approved Fund of a Lender; and (iii) any other Person approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 11.1, Miller, provided that such approval shall not be unreasonably withheld or delayed by Miller and such approval shall be deemed given by Miller within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender to Miller; provided further, however, that neither Miller nor an affiliate of Miller shall qualify as an Eligible Assignee.

"Eligible Securities" means the following obligations and any other obligations previously approved in writing by the Agent:

(a)       Government Securities;

(b)       demand or interest bearing time deposits issued by any Lender or certificates of deposit maturing within one year from the date of issuance thereof and issued by a bank or trust company organized under the laws of the United States or of any state thereof having capital

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surplus and undivided profits aggregating at least $400,000,000 and being rated "A-3" or better by S&P or "A" or better by Moody’s;

(c)       Repurchase Agreements;

(d)       Municipal Obligations;

(e)       Pre-Refunded Municipal Obligations;

(f)       shares of mutual funds which invest in obligations described in paragraphs (a) through (e) above, the shares of which mutual funds are at all times rated "AAA" by S&P;

(g)       tax-exempt or taxable adjustable rate preferred stock issued by a Person having a rating of its long term unsecured debt of "A" or better by S&P or "A-1" or better by Moody’s; and

(h)       asset-backed remarketed certificates of participation representing a fractional undivided interest in the assets of a trust, which certificates are rated at least "A-1" by S&P and "P-1" by Moody’s.

"Employee Benefit Plan" means (i) any employee benefit plan, including any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is maintained for employees of Miller, any of its ERISA Affiliates or any Subsidiary or is assumed by Miller, any of its ERISA Affiliates or any Subsidiary in connection with any Acquisition or (B) has at any time been maintained for the employees of Miller, any current or former ERISA Affiliate or any Subsidiary and (ii) any plan, arrangement, understanding or scheme maintained by Miller or any Subsidiary that provides retirement, deferred compensation, employee or retiree medical or life insurance, severance benefits or any other benefit covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States of America.

"Environmental Laws" means any federal, state, local or foreign statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended, together with all regulations promulgated under any of the foregoing.

"Equity Offering" means a public or private offering of equity securities (including, without limitation, any security or investment exchangeable, exercisable or convertible for or into, or otherwise entitling the holder to receive, equity securities) of Miller or any Subsidiary (other than securities issued to Miller or another Subsidiary).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

"ERISA Affiliate", as applied to Miller, means any Person or trade or business which is a member of a group which is under common control with Miller, who together with Miller, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"Event of Default" means any of the occurrences set forth as such in Section 9.1.

"Excess Availability" means "Excess Availability" as defined in the Senior Credit Agreement.

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"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

"Existing Credit Agreement" has the meaning ascribed thereto in the recitals hereof.

"Existing Facility" has the meaning ascribed thereto in the recitals hereof.

"Facility Termination Date" means such date as all of the following shall have occurred: (a) the Borrowers shall have permanently terminated the Term Loan Facility by payment in full of all Term Loan Outstandings, together with all accrued and unpaid interest thereon, and (b) the Borrowers shall have fully, finally and irrevocably paid and satisfied in full all Obligations (other than Obligations consisting of continuing indemnities and other contingent Obligations of the Borrowers or any Guarantor that may be owing to the Lenders pursuant to the Loan Documents and expressly survive termination of this Agreement).

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York (Statistical Release H-15) on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent (in its individual capacity) on such day on such transactions as determined by the Agent.

"Fiscal Year" means the twelve month fiscal period of Miller commencing on the May 1 of each calendar year and ending on April 30 of the following calendar year; provided, that in the event Miller changes its Fiscal Year to a calendar fiscal year, "Fiscal Year" shall mean the twelve month fiscal period of Miller commencing on January 1 and ending on December 31 of each calendar year; and provided that in the event Miller changes its Fiscal Year to end on January 31 of each calendar year, "Fiscal Year" shall mean the twelve month fiscal period of Miller commencing on February 1 and ending on January 31 of each calendar year.

"Fiscal Year End" means the last day of a Fiscal Year and "Fiscal Year End" followed by a numerical year means the last day of such Fiscal Year.

"Foreign Benefit Law" means any applicable statute, law, ordinance, code, rule, regulation, order or decree of any nation other than the United States of America, or any province, state, territory, protectorate or other political subdivision of any such nation, regulating, relating to, or imposing liability or standards of conduct concerning, any Employee Benefit Plan.

"Foreign Subsidiary" means any Subsidiary of Miller that is not a Domestic Subsidiary.

"Four-Quarter Period" means a period of four full consecutive fiscal quarters of Miller and its Subsidiaries, taken together as one accounting period.

"GAAP" or "Generally Accepted Accounting Principles" means generally accepted accounting principles, being those principles of accounting which are set forth in pronouncements of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report.

"Government Securities" means direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America or any agency thereof.

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"Governmental Authority" shall mean any Federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

"Guarantors" means, at any date, the Domestic Subsidiaries other than Miller Towing.

"Guarantors’ Obligations" has the meaning ascribed to such term in the Guaranty.

"Guaranty" means, collectively or individually as the context may indicate, (i) each Guaranty Agreement between one or more of the Guarantors and the Agent delivered pursuant to the terms of the Existing Credit Agreement, and (ii) any additional Guaranty Agreements delivered to the Agent pursuant to Section 7.19, substantially in the form of the existing Guaranty Agreements, as any such Guaranty Agreement may be hereafter amended, supplemented or restated from time to time.

"Hazardous Material" means and includes any pollutant, contaminant, or hazardous, toxic or dangerous waste, substance or material (including without limitation petroleum products, asbestos-containing materials and lead), the generation, handling, storage, transportation, disposal, treatment, release, discharge or emission of which is subject to any Environmental Law.

"Indebtedness" means with respect to any Person, without duplication, all liabilities, obligations and indebtedness of such Person to any Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, in each case to the extent such liabilities, obligations and indebtedness consist of (a) indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables, (b) obligations and liabilities of any other Person secured by any Lien on such Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included as Indebtedness of such Person only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) the principal amount of all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included as Indebtedness of such Person only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (e) obligations and liabilities in respect of Contingent Obligations with respect to Indebtedness of another Person; and (f) the present value of lease payments due under synthetic leases.

"Independent Distributors" means any and all distributors of the Borrowers which do not constitute Subsidiaries of Miller.

"Intellectual Property Security Agreement" means the Intellectual Property Security Agreement dated as of July 27, 1999 by the Borrowers and the Guarantors to the Agent, and any additional Intellectual Property Security Agreements by the Borrowers and the Guarantors to the Agent delivered pursuant to Section 7.19 hereof, as hereafter modified, amended or supplemented from time to time.

"Intercompany Accounts" means Accounts of Miller Towing with respect to which a Foreign Subsidiary located in Canada is the Account Debtor.

"Intercompany Security Documents" means each security agreement, pledge agreement, financing statement and other agreement, document and instrument, in each case executed by a Foreign Subsidiary located in Canada in favor of Miller Towing, securing the repayment of any Intercompany Account, such documents to be (a) in form and substance acceptable to the Agents and (b) collaterally assigned to the Agent pursuant to the Intercompany Security Documents Assignment.

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"Intercompany Security Documents Assignment" means the Collateral Assignment of Security Documents executed by Miller Towing in favor of the Agent for the benefit of itself and the Lenders, in form and substance acceptable to the Agents.

"Intercreditor Agreement" means the Intercreditor and Subordination Agreement dated as of the date hereof by and between the Agent, for the benefit of itself and the Lenders, and the Senior Agents.

"Lending Office" means, for each Lender, the "Lending Office" of such Lender (or of an affiliate of such Lender) designated on the signature pages hereof or such other office of such Lender (or an affiliate of such Lender) as such Lender may from time to time specify to the Agent and Miller by written notice in accordance with the terms hereof.

"Lien" means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purposes of this Agreement, Miller and any Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes.

"Loan" means the Term Loan.

"Loan Documents" means this Agreement, the Notes, the Guaranty, the Security Instruments, the Intercreditor Agreement, the VINtek Agreement, the Warrant Agreement, the Warrants, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender or the Agent in connection with the Loan made and transactions contemplated under this Agreement, as the same may be amended, supplemented or restated from time to time.

"Loan Parties" means the Borrowers, the Guarantors and any other Person (other than the Agent or the Lenders) party to any of the Loan Documents.

"Location" means, with respect to any operating place of business of Miller or any Subsidiary, the physical location thereof and all assets used in connection therewith.

"Material Adverse Effect" means a material adverse effect on (i) the business, properties, prospects, operations or condition, financial or otherwise, of Miller and its Subsidiaries, taken as a whole, (ii) the ability of the Loan Parties taken as a whole to pay or perform the obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Agent or any Lender under any Loan Document or the validity, legality or enforceability thereof.

"Material Contract" means any contract or agreement, written or oral, of Miller or any of its Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

"Material Foreign Subsidiary" means any Direct Foreign Subsidiary which (i) has total assets equal to or greater than 5% of the Consolidated Total Assets of Miller and its Subsidiaries (calculated as of the end of the most recent fiscal period for which financial statements have been delivered to the Agent pursuant to Section 7.1(a) or 7.1(b)) or (ii) has net income equal to or greater than 5% of the Consolidated Net Income of Miller and its Subsidiaries (calculated for the most recent fiscal period for which financial statements have been delivered pursuant to Section 7.1(a) or 7.1(b)).

"Miller" means Miller Industries, Inc., a Tennessee corporation having its principal place of business in Ooltewah, Tennessee.

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"Miller Borrowers" means "Miller Borrowers" as defined in the Senior Credit Agreement.

"Miller Financial" means Miller Financial Services Group, Inc., a Tennessee corporation and the direct wholly-owned subsidiary of Miller.

"Miller Towing" means Miller Industries Towing Equipment, Inc., a Delaware corporation and wholly owned subsidiary of Miller having its principal place of business in Ooltewah, Tennessee.

"Minimum Disposition Value" means, with respect to any asset (i) which is sold by the Borrowers in connection with an Asset Disposition, or (ii) with respect to which the Lien in favor of the Agent (on behalf of itself and the Lenders) and the Senior Agents (on behalf of itself and the Senior Lenders and the Senior L/C Issuer) is released in connection with any Debt Offering, the Net Proceeds received by the Borrowers in respect thereof, less the sum of (a) the Senior Collateral Value of such asset, if any, and (b) the amount of Required Payments with respect to such asset, if any.

"Moody’s" means Moody’s Investors Service, Inc.

"Mortgages" means, collectively, all Mortgages, Deeds of Trust and Deeds to Secure Debt or other comparable instrument granting a Lien to the Agent (or a trustee for the benefit of the Agent) for the benefit of the Lenders in Collateral constituting real property and fixtures, as such documents may be amended, modified or supplemented from time to time.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which Miller or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or has made, or been obligated to make, contributions within the preceding six (6) Fiscal Years.

"Municipal Obligations" means general obligations issued by, and supported by the full taxing authority of, any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated in the highest investment rating category by both S&P and Moody’s.

"Navistar Intercreditor Agreement" means that certain Intercreditor Agreement executed or to be executed by and among the Agent, the Senior Agents, and Navistar Financial Corporation documenting the terms previously disclosed to the Lenders and related terms ancillary thereto.

"Navistar Consignment Agreement" means that certain Consignment and Sales Agreement by and among the Navistar International Transportation Corp., Lee Smith, Inc., and Miller Towing documenting the terms previously disclosed to the Lenders and related terms ancillary thereto.

"Net Proceeds" means (a) from any Equity Offering or Debt Offering cash payments received by Miller or any Subsidiary therefrom as and when received, net of, without duplication, (i) all bona fide legal, accounting, banking and underwriting fees and expenses, commissions, discounts and other issuance expenses incurred in connection therewith and (ii) all taxes required to be paid or accrued as a consequence of such issuance, and (b) from any Asset Disposition, cash payments received by Miller or any Subsidiary therefrom (including any cash payments received pursuant to any note or other debt security received in connection with any Asset Disposition) as and when received, net of, without duplication, (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Asset Disposition and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliate third parties), (ii) transfer taxes applicable to such Asset Disposition, (iii) amounts payable to holders of Liens senior to the Liens of the Agent (for the benefit of itself and the Lenders) and the Liens of the Senior Agents (for the benefit of themselves and the Senior Lenders and the Senior L/C Issuer (to the extent such Liens constitute Permitted Liens hereunder), if any, and (iv) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

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"Notes" means, collectively, the promissory notes of the Borrowers evidencing the Loan executed and delivered to the Lenders substantially in the form of Exhibit D, as amended, restated, modified, or supplemented.

"Obligations" means the obligations, liabilities and Indebtedness of the Borrowers or either of them with respect to (i) the principal and interest on the Loan as evidenced by the Notes, (ii) all liabilities of the Borrowers or either of them to any Lender which arise under a Swap Agreement, and (iii) the payment and performance of all other obligations, liabilities and Indebtedness of the Borrowers or either of them to the Lenders or the Agent hereunder, under any one or more of the other Loan Documents or with respect to the Loan.

"Off Balance Sheet Liability" of a Person means (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any sale and leaseback transaction which does not create a liability on the balance sheet of such Person, (iii) any liability under any financing lease or so-called "synthetic lease" transaction entered into by such Person or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person, but excluding operating leases.

"Operating Documents" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, or other legally authorized incorporated or unincorporated entity, the bylaws, operating agreement, partnership agreement, limited partnership agreement or other applicable documents relating to the operation, governance or management of such entity.

"Organizational Action" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action) or other similar official action, as applicable, taken by such entity.

"Organizational Documents" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, articles of organization, certificate of limited partnership or other applicable organizational or charter documents relating to the creation of such entity.

"Outstandings" means, at any date, the total amount of Term Loan Outstandings on such date.

"Partially-Owned Subsidiary" means a Subsidiary in which Miller or one of Miller’s Subsidiaries owns less than 100% of the equity interest.

"PBGC" means the Pension Benefit Guaranty Corporation and any successor thereto.

"Pension Plan" means any employee pension benefit plan within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (i) is maintained for employees of Miller or any of its ERISA Affiliates or is assumed by Miller or any of its ERISA Affiliates in connection with any Acquisition or (ii) has at any time been maintained for the employees of Miller or any current or former ERISA Affiliate.

"Permitted Indebtedness" has the meaning assigned to such term in Section 8.4 hereof.

"Permitted Liens" has the meaning assigned to such term in Section 8.3 hereof.

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"Person" means an individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Pledge Agreement" means, collectively or individually as the context may indicate, (i) that certain Stock Pledge Agreement delivered pursuant to the terms of the Existing Credit Agreement between Miller and the Agent, (ii) that certain Stock Pledge Agreement delivered pursuant to the terms of the Existing Credit Agreement between certain Domestic Subsidiaries and the Agent, (iii) any Pledge Agreement, Share Charge, Debenture or similar instrument in form and substance reasonably acceptable to the Agent whereby Miller or a Domestic Subsidiary creates a security interest in favor of the Agent of not less than 65% of the outstanding capital stock of a Direct Foreign Subsidiary, and (iv) any additional Pledge Agreement delivered to the Agent pursuant to Section 7.19, as any of the foregoing may be hereafter amended, supplemented or restated from time to time.

"Pledged Stock" has the meaning assigned to such term in any Pledge Agreement.

"Post-Disposition Availability Requirement" means (i) $10,000,000 at any time prior to the sale of RoadOne Borrower Assets having a Senior Collateral Value, in the aggregate, greater than or equal to $35,976,338 and (ii) at any time thereafter, $9,000,000.

"Pre-Refunded Municipal Obligations" means obligations of any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated, based on the escrow, in the highest investment rating category by both S&P and Moody’s and which have been irrevocably called for redemption and advance refunded through the deposit in escrow of Government Securities or other debt securities which are (i) not callable at the option of the issuer thereof prior to maturity, (ii) irrevocably pledged solely to the payment of all principal and interest on such obligations as the same becomes due, and (iii) in a principal amount and bear such rate or rates of interest as shall be sufficient to pay in full all principal of, interest, and premium, if any, on such obligations as the same becomes due as verified by a nationally recognized firm of certified public accountants.

"Prime Rate" means the per annum rate of interest established from time to time by Bank of America as its prime rate, which rate may not be the lowest rate of interest charged by Bank of America to its customers.

"Principal Office" means the principal office of Bank of America located at Bank of America, N. A., Independence Center, 15th Floor, NC1-001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services, or such other office and address as the Agent may from time to time designate.

"Prior Loan Documents" has the meaning ascribed thereto in Section 1.3 hereof.

"Rate Hedging Obligations" means any and all obligations of Miller or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, Dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts, warrants and those commonly known as interest rate "swap" agreements; and (ii) any and all cancellations, buybacks, reversals, terminations or assignments of any of the foregoing.

"Regulation D" means Regulation D of the Board as the same may be amended or supplemented from time to time.

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"Repurchase Agreement" means a repurchase agreement entered into with any financial institution whose debt obligations or commercial paper are rated "A" by either of S&P or Moody’s or "A-1" by S&P or "P-1" by Moody’s.

"Required Lenders" means, as of any date, 100% of the Lenders on such date.

"Required Payments" means "Required Payments" as defined in the Intercreditor Agreement.

"Restricted Payment" means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or equity securities of Miller or any of its Subsidiaries (other than those payable or distributable solely to Miller or to a Subsidiary’s parent) now or hereafter outstanding, except a dividend payable solely in shares of a class of stock to the holders of that class; (b) any redemption, conversion, exchange, retirement or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other equity security of Miller or any of its Subsidiaries (other than those payable or distributable solely to Miller, Miller Towing or a Guarantor) now or hereafter outstanding; (c) any payment (other than to Miller, Miller Towing or a Guarantor) made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock or other equity security of Miller or any of its Subsidiaries now or hereafter outstanding; and (d) any issuance and sale of capital stock or other equity security of any Subsidiary of Miller (or any option, warrant or right to acquire such stock or other equity securities) other than the issuance and sale by Miller Towing or a Guarantor to Miller or a Domestic Subsidiary.

"RoadOne Borrowers" means "RoadOne Borrowers" as defined in the Senior Credit Agreement.

"RoadOne Borrower Assets" means assets owned by any of the RoadOne Borrowers.

"S&P" means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

"Security Agreement" means, collectively (or individually as the context may indicate), (i) the Security Agreement dated as of July 27, 1999 delivered pursuant to the terms of the Existing Credit Agreement by the Borrowers and Guarantors to the Agent, and (ii) any additional Security Agreement delivered to the Agent pursuant to the terms hereof, including Section 7.19, as hereafter modified, amended or supplemented from time to time.

"Security Instruments" means the Pledge Agreement, the Collateral Assignment of Interests, the Guaranty, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, the Assignment of Leases, the Assignment of Mortgage, the Intercompany Security Documents Assignment, any UCC-1 Financing Statements, charges, and all other documents and agreements executed and delivered in connection herewith granting to the Lenders Liens on any assets of the Borrowers, any Guarantor, or any other Person collaterally to secure payment and performance of the Obligations and the Guarantors’ Obligations under the Guaranty.

"Senior Agents" means the Senior Collateral Agent and the Senior Existing Titled Collateral Agent.

"Senior Borrowing Base" means the "Borrowing Base" as defined in the Senior Credit Agreement.

"Senior Collateral Agent" means The CIT Group/Business Credit, Inc., as Collateral Agent for the Senior Lenders and the Senior L/C Issuer under the Senior Credit Agreement.

"Senior Collateral Value" means, at the time of computation thereof, with respect to any asset of either of the Borrowers or any Subsidiary, the amount, in dollars, included in the Senior Borrowing Base at such date attributable to such asset, if any, or with respect to owned real estate and equipment not included in the Senior Borrowing Base, the amount advanced by the Senior Lenders on the Closing Date with respect to such real estate or equipment pursuant to the term loan portion of the Senior Facility, if any.

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"Senior Credit Agreement" has the meaning ascribed thereto in the recitals hereof and shall include any and all amendments, supplements, restatements or refinancings thereof.

"Senior Existing Titled Collateral Agent" means, Bank of America, as Existing Titled Collateral Agent for the Senior Lenders and the Senior L/C Issuer under the Senior Credit Agreement.

"Senior Facility" has the meaning ascribed thereto in the recitals hereof and shall include any amendment, restatement, refinancing or replacement thereof that does not violate Section 8.19 hereof.

"Senior Lenders" means the lenders party to the Senior Credit Agreement.

"Senior L/C Issuer" shall mean Bank of America, as the Senior Letter of Credit Issuer under the Senior Credit Agreement.

"Single Employer Plan" means any employee pension benefit plan covered by Title IV of ERISA in respect of which Miller or any Subsidiary is an "employer" as described in Section 4001(b) of ERISA and which is not a Multiemployer Plan.

"Solvent" means, when used with respect to any Person, that at the time of determination:

(i)     the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including Contingent Obligations;

(ii)     it is then able and expects to be able to pay its debts as they mature; and

(iii)     it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

"Stated Termination Date" means July 23, 2003.

"Subordinated Indebtedness" means all Indebtedness that is subordinated to the Term Loan Facility under its own terms or under any separate agreement of subordination, in each case upon terms satisfactory to the Agent.

"Subsidiary" means any corporation or other entity in which more than 50% of its outstanding voting stock or more than 50% of all equity interests is owned directly or indirectly by Miller and/or by one or more of Miller’s Subsidiaries or is otherwise required under GAAP to have its financial statements consolidated with those of Miller and its Subsidiaries.

"Swap Agreement" means one or more agreements between the Borrowers and any Lender with respect to Indebtedness evidenced by any or all of the Notes, on terms mutually acceptable to the Borrowers and such Lender and the Agent, which agreements create Rate Hedging Obligations.

"Term Loan" means the loan made pursuant to the Term Loan Facility in accordance with Article II.

"Term Loan Facility" means the facility described in Article II providing for a Term Loan to the Borrower by the Lenders in the original principal amount of $14,000,000.

"Term Loan Outstandings" means, as of any date of determination, the aggregate principal amount of the Term Loan then outstanding and all interest accrued thereon.

"Term Loan Termination Date" means (i) the Stated Termination Date or (ii) such earlier date of termination of Lenders’ obligations pursuant to Section 9.1 upon the occurrence of an Event of Default, or

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(iii) such date as the Borrower may voluntarily and permanently terminate the Term Loan Facility by payment in full of all Obligations incurred in connection with the Term Loan.

"Termination Event" means: (i) a "Reportable Event" described in Section 4043 of ERISA and the regulations issued thereunder (unless the notice requirement has been waived by applicable regulation); or (ii) the withdrawal of Miller or any ERISA Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA; or (iii) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the PBGC; or (v) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (vi) the partial or complete withdrawal of Miller or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any event or condition with respect to any Employee Benefit Plan that is regulated by any Foreign Benefit Law that results in such Employee Benefit Plan’s termination or the revocation of the Employee Benefit Plan’s authority to operate under the applicable Foreign Benefit Law.

"Total Commitment" means a principal amount equal to $14,000,000.

"Transition Date" means "Transition Date" as defined in the Senior Credit Agreement, as in effect on the date hereof.

"VINtek" means VINtek, Inc.

"VINtek Agreement" means that certain Custodial Administration Agreement dated as of the date hereof, among the Agent, the Senior Agents, the Borrowers, the Guarantors, and VINtek.

"Voting Stock" means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

"Warrant Agreement" means that certain Warrant Agreement by Miller in favor of the Lenders, substantially in the form of Exhibit G attached hereto and incorporated herein by reference, as the same may be modified, amended or supplemented from time to time.

"Warrants" has the meaning given such term in Section 2.9(b).

1.2.        Rules of Interpretation.

(a)       All accounting terms not specifically defined herein shall have the meanings assigned to such terms and shall be interpreted in accordance with GAAP applied on a Consistent Basis.

(b)       Each term defined in the Georgia Uniform Commercial Code shall have the meaning given therein unless otherwise defined herein, except to the extent that the Uniform Commercial Code of another jurisdiction is controlling, in which case such terms shall have the meaning given in the Uniform Commercial Code of the applicable jurisdiction.

(c)       The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof.

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(d)       Except as otherwise expressly provided, references herein to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to this Agreement.

(e)       All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require.

(f)       When used herein or in any other Loan Document, words such as "hereunder", "hereto", "hereof" and "herein" and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof.

(g)       References to "including" means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

(h)       All dates and times of day specified herein shall refer to such dates and times at Charlotte, North Carolina.

(i)       Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto.

(j)       Any reference to an officer of Miller or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions.

(k)       All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in the Loan Documents.

1.3       Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any of the foregoing, shall be and hereby are amended and restated in their entirety by the terms and provisions of this Agreement and the terms and conditions of the Existing Credit Agreement shall be superseded by this Agreement, except as expressly provided herein.

Notwithstanding the amendment and restatement of Existing Credit Agreement and certain of the related "Loan Documents" as defined in the Existing Credit Agreement (the "Prior Loan Documents") by this Agreement and the other Loan Documents as herein defined, all of the continuing indebtedness, liabilities and obligations owing by the Borrowers under the Existing Credit Agreement shall continue as Obligations hereunder and shall be and remain secured by the Security Instruments for the benefit of the Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents.

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ARTICLE II

The Term Loan

2.1.         Term Loan; Payment of Principal.   Subject to the terms and conditions of this Agreement, the remaining outstanding balance of the Existing Facility that is not repaid from the proceeds of the initial funding of the Senior Facility shall be deemed to be Term Loans made by the Lenders hereunder in accordance with their respective Applicable Commitment Percentages; provided that the aggregate amount of the Term Loans shall not exceed the amount of the Term Loan Facility. Borrowers shall cause the proceeds of the initial extensions of credit under the Senior Facility to be used on the closing date thereof to reduce the Existing Facility. In addition to any optional or mandatory prepayments as specified herein, the Borrowers shall make scheduled quarterly payments of principal on the Term Loans in one of the following three ways, as applicable (provided no principal payment shall be required to be made which would cause Excess Availability to be less than the Post-Disposition Availability Requirement after giving effect to such payment):

(i)       In the event Miller has elected to change its Fiscal Year to a calendar fiscal year:

(a)       On or before April 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the eight-month Period ending on December 31, 2001, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before March 31, 2002 covering the period of eight months beginning May 1, 2001 and ending December 31, 2001, and (II) for the Four-Quarter Period ending on December 31, 2001, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the four-month period beginning January 1, 2001 and ending April 30, 2001; and

(b)      On or before May 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on March 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before May 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(c)       On or before August 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on June 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before August 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before November 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on September 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before November 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before April 5, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on December 31, 2002 as shown on the audited financial reports required to be delivered to the Agent on or before March 31, 2003 pursuant to Section 7.1(a) hereof, after giving effect to such payment; or

(ii)       In the event Miller has elected to change its Fiscal Year to the twelve month fiscal period beginning February 1 of each calendar year and ending January 31 of each calendar year:

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(a)       On or before May 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the nine-month Period ending on January 31, 2002, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before April 30, 2002 covering the period of three fiscal quarters beginning May 1, 2001 and ending January 31, 2002, and (II) for the Four-Quarter Period ending on January 31, 2002, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the three-month period beginning February 1, 2001 and ending April 30, 2001; and

(b)       On or before June 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on April 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before June 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(c)       On or before September 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on July 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before September 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before December 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on October 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before December 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before May 5, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on January 31, 2003 as shown on the audited financial reports required to be delivered to the Agent on or before April 30, 2003 pursuant to Section 7.1(a) hereof, after giving effect to such payment; or

(iii)       In the event Miller has elected not to change its Fiscal Year:

(a)       On or before May 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the nine-month Period ending on January 31, 2002, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before April 30, 2002 covering the period of three fiscal quarters beginning May 1, 2001 and ending January 31, 2002, and (II) for the Four-Quarter Period ending on January 31, 2002, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the three-month period beginning February 1, 2001 and ending April 30, 2001; and

(b)       On or before August 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on April 30, 2002 as shown on the audited financial reports required to be delivered to the Agent on or before July 31, 2002 pursuant to Section 7.1(a) hereof, after giving effect to such payment; and

(c)       On or before September 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on July 31, 2002 as shown on the interim financial reports required

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to be delivered to the Agent on or before September 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before December 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on October 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before December 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before March 20, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on January 31, 2003 as shown on the interim financial reports required to be delivered to the Agent on or before March 15, 2003 pursuant to Section 7.1(b) hereof, after giving effect to such payment.

In the event that Miller and its Subsidiaries should fail to maintain the Consolidated Fixed Charge Coverage Ratio required to be maintained, as described above, or should fail to maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement, in each case prior to making (and after giving effect to) any principal prepayment otherwise required as described above, Borrowers shall be required to make a partial principal payment equal to the lesser of (i) the maximum amount which would be allowable in order to cause the Consolidated Fixed Charge Coverage Ratio (calculated as described above), after giving effect to such partial payment, to be equal to 1.15 to 1.00, and (ii) the maximum amount which would be allowable in order cause Excess Availability to be equal to the Post-Disposition Availability Requirement. All unpaid amounts of any scheduled principal payments, together with any unpaid amounts of mandatory principal prepayments under Section 2.7(iii), shall be added to the amount of the next following scheduled principal payment and shall be due and payable therewith, so long as the Consolidated Fixed Charge Coverage Ratio (calculated as described above), after giving effect to such scheduled payment (as increased) is greater than or equal to 1.15 to 1.00, and so long as Excess Availability, after giving effect to such scheduled payment (as increased) is greater than or equal to the Post-Disposition Availability Requirement. The entire unpaid principal amount of Outstandings shall be due and payable in full on the Term Loan Termination Date.

2.2.        Payment of Interest.

(a)       The Borrowers shall pay interest to the Agent for the account of each Lender on the outstanding and unpaid principal amount of the Loan made by such Lender at the then applicable Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise, but excluding when any such payment is a principal payment which is not permitted to be made pursuant to the terms of the Intercreditor Agreement) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived; provided that interest shall accrue at the Default Rate on any such past due amount but shall not be payable if the Lenders or the Agent are not permitted to receive payment of such amount under the terms of the Intercreditor Agreement.

(b)       Interest shall be computed on the basis of a year of 365/366 days, and in each case calculated for the actual number of days elapsed. Interest on the Loan shall be paid (i) monthly in arrears on the last Business Day of each month commencing July 31, 2001 and (ii) on the Term Loan Termination Date.

2.3.       Non-Conforming Payments.

(a)       Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Term Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds before 12:30 P.M. on the date such payment is due. The Borrowers shall give the Agent prior written notice of any such payment of principal prior to 11:00 A.M. on the date of such payment. The Agent may, at the election of the Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any of the Borrowers with the Agent.

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(b)       The Agent shall deem any payment made by or on behalf of the Borrowers hereunder that is not made both (i) in Dollars and in immediately available funds and (ii) prior to 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (A) the time such funds become available funds and (B) the next Business Day. Any non-conforming payment shall constitute a Default or Event of Default. The Agent shall give prompt telephonic or telefacsimile notice to the Borrowers if a non-conforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable.

(c)       In the event that any payment hereunder or under the Notes evidencing the Term Loan becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

2.4.       Notes. The portion of the Term Loan made by each Lender shall be evidenced by a Note in substantially the form of Exhibit D payable to the order of such Lender in the respective amount of its Applicable Commitment Percentage of the Total Commitment, which Note shall be dated the Closing Date or a later date pursuant to an Assignment and Acceptance and shall be duly completed, executed and delivered by the Borrowers. Each Note (and any note or other instrument issued as a full or partial substitution or replacement therefor) shall contain the subordination legend set forth on the Form of Note attached as Exhibit D.

2.5.       Pro Rata Payments. Except as otherwise provided herein, (a) each payment on account of the principal of and interest on the Term Loan and fees payable under Section 2.9 shall be made to the Agent for the account of the Lenders pro rata based on their Applicable Commitment Percentages, (b) all payments to be made by the Borrowers for the account of each of the Lenders on account of principal, interest and fees, shall be made without diminution, setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute to the Lenders in immediately available funds payments received in fully collected, immediately available funds from the Borrowers.

2.6.       Optional Prepayments. Subject to the terms and conditions of the Senior Credit Agreement and the Intercreditor Agreement, the Borrower may prepay the Term Loan in whole or in part from time to time on any Business Day, without penalty or premium, upon at least three (3) Business Days’ telephonic notice from an Authorized Representative (effective upon receipt) to the Agent prior to 10:30 A.M., which notice shall be irrevocable. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice. Any prepayment, shall be made at a prepayment price equal to (i) the amount of principal to be prepaid, plus (ii) all accrued and unpaid interest on the amount so prepaid, to the date of prepayment.

2.7.       Mandatory Prepayments. In addition to the required payments of principal of the Loan set forth in Section 2.1 and any optional payments of principal of the Term Loan effected under Section 2.6, and subject to the terms and conditions of the Senior Credit Agreement and the Intercreditor Agreement, the Borrower shall make the following required prepayments of the Loan, each such payment to be made to the Agent for the benefit of the Lenders within the time period specified below:

(i)       Equity Offerings. Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment from the Net Proceeds of any Equity Offering which constitutes "Permitted Refinancing Stock" as defined in the Senior Credit Agreement in an amount equal to 100% of such Net Proceeds. Each such prepayment shall be made within five (5) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business Days’ written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.

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(ii)       Debt Offerings. Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment in an amount equal to the Minimum Disposition Value of any asset or assets with respect to which the Agent (on behalf of itself and the Lenders) and each Senior Agent (on behalf of itself and the Senior Lenders and the Senior L/C Issuer) release the Lien in their favor in connection with any Debt Offering. Each such prepayment shall be made within five (5) Business Days of receipt of any Net Proceeds from such Debt Offering and upon not less than three (3) Business Days’ written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.

(iii)       Asset Dispositions. In the event of any Asset Disposition by Miller or any Subsidiary (other than Asset Dispositions in an amount not in excess of $100,000 which do not involve the sale of all or substantially all of the assets of any single Location), Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment in connection with any Asset Disposition in an amount equal to the Minimum Disposition Value of the asset being disposed of, so long as Miller and its Subsidiaries maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement after giving effect to such payment; provided if Miller and its Subsidiaries should fail to maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement prior to making (and after giving effect to) any principal prepayment otherwise required as described above, Borrowers shall be required to make a partial prepayment equal to the maximum amount which would be allowable in order to cause Excess Availability to be equal to the Post-Disposition Availability Requirement. Each such prepayment shall be made within five (5) Business Days of receipt of any proceeds of such Asset Disposition and upon not less than three (3) Business Days’ written notice to the Agent, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of such prepayment. All unpaid amounts of any principal prepayments otherwise required to be paid but for the proviso at the end of the first sentence of this subsection (iii) shall be added to the amount of the next following scheduled principal payment under Section 2.1 hereof, and shall be due and payable therewith, so long as the Consolidated Fixed Charge Coverage Ratio (calculated as described in Section 2.1), after giving effect to such scheduled payment (as increased hereby) is greater than or equal to 1.15 to 1.00, and so long as Excess Availability, after giving effect to such scheduled payment (as increased hereby) is greater than or equal to the Post-Disposition Availability Requirement.

All mandatory prepayments made and allocable to the Term Loan Facility pursuant to this Section 2.7 shall be applied to the principal amount remaining outstanding under the Term Loan (as adjusted to give effect to any prior payments or prepayments of principal) and shall be accompanied by payment by the Borrowers of accrued and unpaid interest on the amounts prepaid.

2.8.       Use of Proceeds. The proceeds of the Loan shall be used by the Borrowers and Guarantors together with the proceeds of the Senior Facility, to pay certain of the outstanding indebtedness under the Existing Credit Facility, and for general working capital needs, capital expenditures and other corporate purposes.

2.9.       Commitment Fee; Warrants.

(a)       If there are Outstandings on the first Business Day that occurs six (6) months, twelve (12) months, eighteen (18) months, or twenty-four (24) months after the Closing Date, the Borrowers agree to pay to the Agent, for the pro rata benefit of the Lenders based on their Applicable Commitment Percentages, on the Term Loan Termination Date a commitment fee equal to the Commitment Fee Rate for each such date multiplied by the total amount of Outstandings on each such date.

(b)       The Borrowers agree to provide to the Lenders pursuant to the Warrant Agreement, based on their Applicable Commitment Percentages, exercisable stock warrants in form and substance satisfactory to the Agent and the Lenders (the "Warrants"), as follows:

(i)       On or before the fifth Business Day one year after the Closing Date (the "One-Year Anniversary"), Warrants granting the number of shares of common stock of Miller equal to the product of (A) the aggregate outstanding principal balance of the Term Loans as of the One-Year Anniversary divided by the Total Commitment, times (B) 0.5% of the number of outstanding shares of common stock of Miller as of the One-Year

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Anniversary. The exercise price for the shares granted by such Warrants shall be equal to the average closing price of such shares on the New York Stock Exchange or other principal securities market on which such shares are then traded (the "Exchange") for the twenty (20) consecutive trading days prior to the One-Year Anniversary, or if such shares are no longer listed on the Exchange, such price as is determined under the terms of the Warrant Agreement and the Warrants. Such Warrants must be exercised not later than seven (7) years after the Closing Date.

(ii)       On or before the fifth Business Day two years after the Closing Date (the "Two-Year Anniversary"), Warrants granting the number of shares of common stock of Miller equal to the product of (A) the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary divided by the Total Commitment, times (B) 1.5% of the number of outstanding shares of common stock of Miller as of the Two-Year Anniversary. The exercise price for the shares granted by such Warrants shall be equal to the average closing price of such shares on the Exchange for the twenty (20) consecutive trading days prior to the Two-Year Anniversary, or if such shares are no longer listed on the Exchange, such price as is determined under the terms of the Warrants. Such Warrants must be exercised not later than eight (8) years after the Closing Date.

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ARTICLE III

Security

3.1.        Ratification of Existing Security Instruments. The Borrowers and Guarantors hereby acknowledge and agree that the Obligations hereunder shall be and remain secured by the Liens and security interests created or granted by the existing Security Instruments for the benefit of the Agent and the Lenders, and shall remain perfected by the existing filings and recordations made in favor of the Agent for the benefit of the Lenders.

3.2.       Assignment of Mortgage; Intercompany Security Documents Assignment . The Borrowers hereby agree to execute and deliver or cause to be executed and delivered the Assignment of Mortgage and the Intercompany Security Documents Assignment.

3.3.       Guaranty. The Borrowers hereby agree to cause each hereafter acquired or created Domestic Subsidiary to execute and deliver a Guaranty pursuant to the terms of Section 7.19. The Borrowers and the Guarantors further acknowledge and agree that the Obligations hereunder shall be and remain guaranteed by the Guarantors under the Guaranties executed by them pursuant to the Existing Credit Agreement.

3.4.       Stock Pledge. The Borrowers hereby agree that they shall, and shall cause each applicable Subsidiary to, execute and deliver a Pledge Agreement which shall pledge to the Agent for the benefit of the Lenders (y) 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of any hereafter acquired or created Domestic Subsidiary and (z) 65% (or such lesser percentage as such Person shall own) of the Voting Stock of any hereafter acquired or created Direct Foreign Subsidiary, in each case pursuant to the terms of Section 7.19.

3.5.       Security Interests. The Borrowers hereby agree to cause the Security Instruments to be delivered by any hereafter acquired or created Domestic Subsidiary pursuant to the terms of Section 7.19 hereof.

3.6.       Further Assurances. At the request of the Agent, the Borrowers will, and will cause each Subsidiary to, execute by their respective duly authorized officers, alone or with the Agent, any certificate, instrument, statement or document and will procure any such certificate, instrument, statement or document (and pay all connected costs) which the Agent reasonably deems necessary to create, continue or preserve the Liens (and the perfection and priority thereof) of the Agent for the benefit of the Lenders contemplated hereby and by the other Loan Documents.

3.7.       Intercreditor Matters. Each Lender from time to time party hereto, the Agent and the Borrowers hereby consent to and agree with the terms of the Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each Obligation (including Obligations arising with respect to the Guaranty) now existing or hereafter arising and each Lien in all Collateral now owned or hereafter acquired and all remedies available with respect to such Obligation or Collateral are subject to the terms of the Intercreditor Agreement, and (ii) direct the Agent on their behalf to enter into the Intercreditor Agreement and irrevocably consents to the service by Bank of America in the capacity of Junior Agent and Senior Existing Titled Collateral Agent under the terms of the Intercreditor Agreement and the Senior Credit Agreement.

ARTICLE IV

Change in Circumstances

4.1.       Increased Cost and Reduced Return. (a) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation

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controlling such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

(b)       Each Lender shall promptly notify the Borrowers and the Agent of any event of which it has actual knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to the Borrowers and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. No Lender or any parent corporation shall be entitled to receive compensation for amounts incurred more than 180 days prior to delivery of such notice.

4.2.       Taxes.   (a)   Any and all payments by the Borrowers to or for the account of any Lender or the Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (or its Lending Office) or the Agent (as the case may be) is organized or any political subdivision thereof, except withholding taxes applicable to a Lender (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers or the Lender shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.6) such Lender or the Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) the Borrowers shall furnish to the Agent, at its address referred to in Section 10.2, the original or a certified copy of a receipt evidencing payment thereof.

(b)       In addition, the Borrowers agree to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

(c)       The Borrowers agree to indemnify each Lender and the Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 4.6) paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.

(d)       Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrowers or the Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrowers and the Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents or, (b) if such Lender is not a "bank" within the meaning of Section

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881(c)(3)(A) of the Code and which intends to claim exemption from U.S. Federal withholding tax under Section 871(h) of 881(c) of the Code with respect to payments of "portfolio interest," a form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of either of the Borrowers and is not a controlled foreign corporation related to either of the Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender claiming complete exemption from, or a reduced rate of, U.S. Federal withholding tax on payments of interest by the Borrowers under this Agreement and the other Loan Documents.

(e)       For any period with respect to which a Lender has failed to provide the Borrowers and the Agent with the appropriate form pursuant to Section 4.6(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 4.6(a) or 4.6(b) with respect to Taxes imposed by the United States; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes at such Lender’s expense.

(f)       If the Borrowers are required to pay additional amounts to or for the account of any Lender pursuant to this Section 4.2, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender.

(g)       Within thirty (30) days after the date of any payment of Taxes, the Borrowers shall furnish to the Agent evidence of such payment and the Agent shall provide a copy of such evidence to the applicable Lender.

(h)       Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 4.2 shall survive the payment in full of the Notes.

4.3.       Lending Office. Without affecting its rights under this Article IV or any other provision of this Agreement, each Lender agrees that if there is any increase in cost to or reduction in an amount receivable by such Lender with respect to which the Borrowers would be obligated to compensate such Lender pursuant to this Article IV, such Lender shall use reasonable efforts to elect an alternative lending office (to the extent such Lender has available to it such an office) which would not result in any such increase in any cost to or reduction in any amount receivable by such Lender; provided, however, that no Lender shall be obligated to select an alternative Lending Office if such Lender determines, in its sole discretion, that (i) as a result of such selection such Lender would be in violation of any applicable law, regulation, treaty or guideline, or would incur additional costs or expenses or (ii) such selection would be inadvisable for regulatory reasons or would impose an unreasonable burden or additional costs on such Lender.

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ARTICLE V

Conditions to Making Loan

5.1.       Conditions of Making Loan. The obligations of the Lenders to make the Loan available are subject to the conditions precedent that:

(a)       the Agent shall have received on or prior to the Closing Date, in form and substance satisfactory to the Agent and Lenders, the following:

(i)       executed originals of each of this Agreement, the Notes, the Guaranty, the Security Instruments, the Intercreditor Agreement and the other Loan Documents (other than the Warrants), together with all schedules and exhibits thereto;

(ii)       the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsel to the Agent, substantially in the form of Exhibit E hereto;

(iii)       resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each of the Loan Parties certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof;

(iv)       specimen signatures of officers of each of the Loan Parties executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary of such Person;

(v)       the Organizational Documents of each of the Loan Parties other than Immaterial Subsidiaries certified as of a recent date by the Secretary of State of its state of organization;

(vi)       the Operating Documents of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary;

(vii)       certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties other than Immaterial Subsidiaries as to the due existence and good standing of such Person or the equivalent, if any, in foreign jurisdictions;

(viii)       appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the Loan Parties other than Immaterial Subsidiaries as of a recent date by the Secretary of State or comparable official of each jurisdiction, if any, in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect;

(ix)       copies of all partnership, joint venture or other organizational agreements certified as true and complete by the Secretary or Assistant Secretary of the Loan Party party thereto;

(x)       receipt and satisfactory review of final executed versions of all documents governing or evidencing the Senior Facility;

(xi)       receipt and satisfactory review of consolidated interim financial statements of Miller and its Subsidiaries as of April 30, 2001;

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(xii)       receipt and satisfactory review of all reports filed with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since April 30, 2000;

(xiii)       notice of appointment of the initial Authorized Representative(s);

(xiv)       all schedules to the Credit Agreement and the other Loan Documents which shall be reviewed by and satisfactory to the Agent;

(xv)       evidence that all fees and expenses payable on the Closing Date by the Borrowers to the Agent and the Lenders in connection herewith and with the Existing Credit Agreement (except as otherwise provided by Section 7.24 hereof) have been paid in full;

(xvi)       Uniform Commercial Code search results with respect to all Loan Parties other than Immaterial Subsidiaries showing only Permitted Liens;

(xvii)       UCC-1 financing statements duly executed by the Borrowers and each Guarantor and applicable Subsidiary and in proper form for filing for all locations required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a first or second priority Lien (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) as to items of Collateral in which a security interest may be perfected by the filing of financing statements and for which financing statements have not yet been filed to the Agent’s satisfaction;

(xviii)       evidence satisfactory to the Agent that the Borrowers have entered into, together with all other parties thereto including the Senior Agents and the Senior Lenders, the Senior Credit Agreement, satisfactory in form and substance to the Agent and the Lenders, that all conditions precedent to the initial extensions of credit thereunder have been fulfilled (other than the effectiveness of this Agreement), and that proceeds thereof have been received by the Agent and the Lenders in an amount of $82,180,570.84 and applied to the repayments of outstanding Indebtedness of the Borrowers in favor of the Agent and the Lenders under the Existing Facility;

(xix)       a certified copy of all Intercompany Security Documents, and such other documents, instruments, certificates and opinions (including opinions of foreign counsel with respect to the liens of Miller Towing under the Intercompany Security Documents, if required by the Agent) as the Agent or any Lender may reasonably request in connection with the above, including the due perfection of a first or second priority security interest (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) in the Intercompany Security Documents; and

(xx)       such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request in connection with the consummation of the transactions contemplated hereby, including the due perfection of a first or second priority security interest (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) in all Collateral;

(b)       In the good faith judgment of the Agent and the Lenders:

(i)       There shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning Miller and its Subsidiaries delivered to the Agent prior to the making of the initial Loan that has had or could reasonably be expected to result in a Material Adverse Effect;

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(ii)       No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened that has had or could reasonably be expected to have a Material Adverse Effect on Miller or its Subsidiaries or on the ability of Miller and the other Loan Parties taken as a whole to perform their obligations under the Loan Documents;

(iii)       The Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Loan Parties is a party or by which any of them or their properties is bound; and

(iv)       There shall not have occurred or exist (A) an engagement in hostilities by the United States of America or other national or international emergency or calamity, (B) a general suspension of or material limitation on trading on the New York Stock Exchange or other national securities exchange, (C) the declaration of a general banking moratorium by any applicable Governmental Authority or the imposition by any applicable Governmental Authority of any material limitation on transactions of the type contemplated by the Loan Documents, or (D) any other material disruption of financial or capital markets that could reasonably be expected to adversely affect the transactions contemplated under the Loan Documents.

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ARTICLE VI

Representations and Warranties

Each of the Borrowers represents and warrants with respect to itself and to its Subsidiaries (which representations and warranties shall survive the delivery of the documents mentioned herein and the making of the Loan), that:

6.1.       Organization and Authority.

(a)       Miller and each Subsidiary is a corporation or other entity duly organized and validly existing under the laws of the jurisdiction of its formation;

(b)       Miller and each Subsidiary (x) has the requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Loan Documents, and (y) is qualified to do business in every jurisdiction in which the conduct of its business or ownership of its assets requires it to be so qualified and in which the failure to so qualify would have a Material Adverse Effect;

(c)       Each Borrower has the power and authority to execute, deliver and perform this Agreement and the Notes, and to borrow hereunder, and to execute, deliver and perform each of the other Loan Documents to which it is a party;

(d)       Each Guarantor has the power and authority to execute, deliver and perform the Guaranty and each of the other Loan Documents to which it is a party; and

(e)       When executed and delivered, each of the Loan Documents to which any Loan Party is a party will be the legal, valid and binding obligation or agreement of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity).

6.2.       Loan Documents. The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party:

(a)       have been duly authorized by all requisite Organizational Action (including any required shareholder or partner approval) of such Loan Party required for the lawful execution, delivery and performance thereof;

(b)       do not violate any provisions of (i) applicable law, rule or regulation, (ii) any judgment, writ, order, determination, decree or arbitral award of any Governmental Authority or arbitral authority binding on such Loan Party or any Subsidiary or its properties, or (iii) the Organizational Documents or Operating Documents of such Loan Party;

(c)       does not and will not be in conflict with, result in a breach of or constitute an event of default, or an event which, with notice or lapse of time or both, would constitute an event of default, under any contract, indenture, agreement or other instrument or document to which such Loan Party or any Subsidiary is a party, or by which the properties or assets of such Loan Party are bound; and

(d)       except as provided in the Security Instruments, does not and will not result in the creation or imposition of any Lien upon any of the properties or assets of such Loan Party or any Subsidiary.

6.3.       Solvency. Each Loan Party is Solvent after giving effect to the transactions contemplated by the Loan Documents and the Senior Facility.

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6.4.       Subsidiaries and Stockholders. Miller has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 7.19; Schedule 6.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Miller or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Miller and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.4, free and clear of any Lien other than Permitted Liens.

6.5.       Ownership Interests. Miller owns no interest in any Person other than the Persons listed in Schedule 6.4, equity investments in Persons not constituting Subsidiaries permitted under Section 8.6 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 7.19.

6.6.       Financial Condition.

(a)       Miller has heretofore furnished to each Lender (i) an audited consolidated balance sheet of Miller and its Subsidiaries as at April 30, 2000, and the notes thereto and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended as examined and certified by Arthur Andersen LLP and (ii) an unaudited consolidated interim balance sheet of Miller and its Subsidiaries as at April 30, 2001, and the notes thereto and the related consolidated statements of income and cash flows for the interim periods then ended. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of Miller and its Subsidiaries as of the end of such Fiscal Year and interim period and results of their operations for the Fiscal Year and interim period then ended and the changes in its stockholders’ equity for the Fiscal Year then ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments;

(b)       since April 30, 2000, there has been no material adverse change in the condition, financial or otherwise, of Miller and its Subsidiaries taken as a whole or in the businesses, properties, performance, prospects or operations of Miller and its Subsidiaries taken as a whole, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and

(c)       except as set forth in the financial statements referred to in Section 6.6(a) or in Schedule 6.6 or permitted by Section 8.4, neither Miller nor any Subsidiary has incurred, other than in the ordinary course of business, any Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

6.7.       Title to Properties. Miller and each of its Subsidiaries has title to all its real and personal properties, subject to no transfer restrictions or Liens of any kind, except for the transfer restrictions and Liens described in Schedule 6.7 and transfer restrictions and Liens permitted by Section 8.3.

6.8.       Taxes. Miller and each of its Subsidiaries has filed or caused to be filed all federal, state and local tax returns which are required to be filed by it and, except for taxes and assessments being contested in good faith by appropriate proceedings diligently conducted and against which reserves reflected in the financial statements described in Section 6.6(a) and satisfactory to Miller’s independent certified public accountants have been established, have paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due and the failure of which would reasonably be expected to have a Material Adverse Effect.

6.9.       Other Agreements. No Loan Party nor any Subsidiary is

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(a)       a party to or subject to any judgment, order, decree, agreement, lease or instrument, or subject to other restrictions, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;

(b)       in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which Miller or any Subsidiary is a party, which default has, or if not remedied within any applicable grace period could reasonably be expected to have, a Material Adverse Effect; or

(c)       a party to or bound by any agreement with any other Person (other than the Agent and the Lenders pursuant to this Agreement or any other Loan Document or the Senior Agents, the Senior Lenders and the Senior L/C Issuer pursuant to the Senior Credit Agreement and the Intercreditor Agreement) which prohibits, limits or restricts the ability of any Subsidiary to make any payments, directly or indirectly, to Miller by way of dividends, advances, repayments of loans or advances, or other returns on investments, or by any other agreement or arrangement which restricts the ability of any Subsidiary to make any payment, directly or indirectly, to Miller.

6.10.        Litigation. Except as set forth in Schedule 6.10, there is no action, suit, investigation or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body pending, or, to the best knowledge of the Borrowers, threatened by or against Miller or any Subsidiary or affecting Miller or any Subsidiary or any properties or rights of Miller or any Subsidiary, which could reasonably be expected to have a Material Adverse Effect. With respect to those matters set forth on Schedule 6.10, the Borrowers believe that none of the matters, individually or in the aggregate, will have a Material Adverse Effect.

6.11.       Margin Stock. The proceeds of the borrowings made hereunder will be used by the Borrowers only for the purposes expressly authorized herein. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might constitute the Loan under this Agreement a "purpose credit" within the meaning of said Regulation U or Regulation X (12 C.F.R. Part 224) of the Board. Neither the Borrowers nor any agent acting in their behalf has taken or will take any action which might cause this Agreement or any of the documents or instruments delivered pursuant hereto to violate any regulation of the Board or to violate the Exchange Act or the Securities Act of 1933, as amended, or any state securities laws, in each case as in effect on the date hereof.

6.12.       Investment Company. No Loan Party nor any Subsidiary is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C. &sec; 80a-1, et seq.). The application of the proceeds of the Loan and repayment thereof by the Borrowers and the performance by the Loan Parties of the transactions contemplated by the Loan Documents will not violate any provision of said Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder, in each case as in effect on the date hereof.

6.13.       Patents, Etc. Miller and each Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights necessary to or used in the conduct of its businesses as now conducted and as contemplated by the Loan Documents, in all cases without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, other proprietary right of any other Person, which conflict is reasonably likely to have a Material Adverse Effect.

6.14.       No Untrue Statement. Neither (a) this Agreement nor any other Loan Document or certificate or document executed and delivered by or on behalf of Miller or any other Loan Party in accordance with or pursuant to any Loan Document nor (b) any statement, representation, or warranty provided to the Agent in connection with the negotiation or preparation of the Loan Documents contains any misrepresentation or untrue statement of material fact or omits to state a material fact necessary, in light of the circumstance under which it was made, in order to make any such warranty, representation or statement contained therein not misleading.

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6.15.       No Consents, Etc. Neither the respective businesses or properties of the Loan Parties or any Subsidiary, nor any relationship among the Loan Parties or any Subsidiary and any other Person, nor any circumstance in connection with the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person on the part of any Loan Party or any Subsidiary as a condition to the execution, delivery and performance of, or consummation of the transactions contemplated by the Loan Documents, or if so, such consent, approval, authorization, filing, registration or qualification has been duly obtained or effected, or shall have been obtained or effected prior to the Closing Date, as the case may be, except for filings necessary to perfect the Liens on the Collateral.

6.16.       Employee Benefit Plans.

(a)       Miller, each ERISA Affiliate and each Subsidiary is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder and in compliance with all Foreign Benefit Laws and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except for failures to so comply that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined, or Miller or such ERISA Affiliate or its Subsidiaries is in the process of obtaining a determination by the Internal Revenue Service, to be so qualified, each trust related to such Employee Benefit Plan has been determined to be exempt under Section 501(a) of the Code, and each Employee Benefit Plan subject to any Foreign Benefit Law has received the required approvals by any Governmental Authority regulating such Employee Benefit Plan. No material liability has been incurred by Miller or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

(b)       Neither Miller, any ERISA Affiliate nor any Subsidiary has (i) engaged in a nonexempt prohibited transaction described in Section 4975 of the Code or Section 406 of ERISA affecting any of the Employee Benefit Plans or the trusts created thereunder which could subject any such Employee Benefit Plan or trust to a material tax or penalty on prohibited transactions imposed under Code Section 4975 or ERISA, (ii) incurred any accumulated funding deficiency with respect to any Employee Benefit Plan, whether or not waived, or any other material liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan which contributions or payments is in excess of $250,000 individually or in the aggregate with other such failed contribution or payment to a Multiemployer Plan, (iv) failed to make a required installment or other required material payment under Section 412 of the Code, Section 302 of ERISA or the terms of such Employee Benefit Plan, or (v) failed to make a required contribution or payment under, or otherwise failed to operate in material compliance with, any Foreign Benefit Law regulating any Employee Benefit Plan;

(c)       No Termination Event has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan, and neither Miller nor any ERISA Affiliate has incurred any unpaid withdrawal liability with respect to any Multiemployer Plan, which event or liability could reasonably be expected to have a Material Adverse Effect;

(d)       The present value of all vested accrued benefits under each Employee Benefit Plan which is subject to Title IV of ERISA or whose funding is regulated by any Foreign Benefit Law, did not, as of the most recent valuation date for each such plan, exceed the then current value of the assets of such Employee Benefit Plan allocable to such benefits;

(e)       To the best of the Borrowers’ knowledge, each Employee Benefit Plan subject to Title IV of ERISA or the funding of which is regulated by any Foreign Benefit Law, maintained by Miller, any ERISA Affiliate or any Subsidiary, has been administered in accordance with its terms in all material respects and is in compliance in all material respects with all applicable requirements of ERISA, all Foreign Benefit Laws, and other applicable laws, regulations and rules;

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(f)       The consummation of the Loan provided for herein will not involve any prohibited transaction under ERISA which is not subject to a statutory or administrative exemption; and

(g)       No proceeding, claim, lawsuit and/or investigation exists or, to the best knowledge of the Borrowers after due inquiry, is threatened concerning or involving any Employee Benefit Plan, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

6.17.       No Default. As of the date hereof, and after giving effect to the consummation of this Agreement and the Senior Credit Agreement, there does not exist any Default or Event of Default hereunder.

6.18.       Environmental Matters.     (a)      Miller and each Subsidiary is in compliance with all applicable Environmental Laws in all material respects and has been issued and currently maintains or is pursuing all required federal, state, local and foreign permits, licenses, certificates and approvals. Neither Miller nor any Subsidiary has been notified of any pending or threatened action, suit, proceeding or investigation, and neither Miller nor any Subsidiary is aware of any fact, which (i) calls into question, or could reasonably be expected to call into question, compliance by Miller or any Subsidiary with any Environmental Laws, (ii) which seeks, or could reasonably be expected to form the basis of a meritorious proceeding to seek, to suspend, revoke or terminate any license, permit or approval necessary for the generation, handling, storage, treatment or disposal of any Hazardous Material or the operation of Miller’s or any Subsidiary’s business or facility, (iii) seeks to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of Miller or any Subsidiary to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law, or (iv) constitutes a reasonable basis to conclude that Miller or a Subsidiary is a potentially responsible party with regard to any release or threatened release of a Hazardous Material, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect; and

(b)       Neither Miller nor any Subsidiary, nor, to the best of the Borrowers’ knowledge, any previous owner or operator of any real property owned or operated by Miller or any Subsidiary or any other Person, has managed, generated, stored, released, treated, or disposed of any Hazardous Material on any portion of such property, or transferred or caused to be transferred any Hazardous Material from such property to any other location except in compliance in all material respects with all Environmental Laws. Except for Hazardous Materials necessary for the routine maintenance of the properties owned or operated by Miller and its Subsidiaries or as brought on to such properties in the ordinary course of Miller’s or such Subsidiary’s business, which Hazardous Material shall be used in accordance with all applicable Environmental Laws, the Borrowers covenant that they shall, and shall cause each Subsidiary to, not permit any Hazardous Materials to be brought on to the real property owned or operated by Miller and its Subsidiaries, or if so brought or found located thereon, shall be immediately removed, with proper disposal, and all environmental cleanup requirements shall be diligently undertaken pursuant to all Environmental Laws.

6.19.       Employment Matters.     (a)     Except as set forth in Schedule 6.19, none of the employees of Miller or any Subsidiary is subject to any collective bargaining agreement and there are no strikes, work stoppages, election or decertification petitions or proceedings, unfair labor charges, equal opportunity proceedings, or other material labor/employee related controversies or proceedings pending or, to the best knowledge of the Borrowers, threatened against Miller or any Subsidiary or between Miller or any Subsidiary and any of its employees, other than (in each of the foregoing cases) employee grievances arising in the ordinary course of business which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and

(b)       Except to the extent a failure to maintain compliance would not have a Material Adverse Effect, Miller and each Subsidiary is in compliance in all respects with all applicable laws, rules and regulations pertaining to labor or employment matters, including without limitation those pertaining to wages, hours, occupational safety and taxation and there is no pending or, to the knowledge of the Borrowers, threatened, litigation, administrative proceeding or investigation, in respect of such matters which, if decided adversely, could reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect;

6.20.       Perfected Security Instruments. At all times after execution and delivery of each Pledge Agreement by the Pledgor thereunder and satisfaction of the conditions set forth in Section 5.1, the security interests

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created in favor of the Agent for the benefit of the Lenders under the Pledge Agreements will constitute valid, perfected security interests in the Pledged Stock, subject to no other Liens other than Permitted Liens.

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ARTICLE VII

Affirmative Covenants

Until the Facility Termination Date, unless the Required Lenders shall otherwise consent in writing, the Borrowers will, and where applicable will cause each Subsidiary to:

7.1.       Financial Reports, Etc.  (a)   As soon as practical and in any event within 90 days after the end of each Fiscal Year of Miller, deliver or cause to be delivered to the Agent and each Lender (i) consolidated balance sheets of Miller and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and the related consolidated statements of income, stockholders’ equity and cash flows, and the respective notes thereto, for such Fiscal Year, setting forth comparative financial statements for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and containing opinions of Arthur Andersen LLP, or other such independent certified public accountants selected by Miller and approved by the Agent, which are unqualified as to the scope of the audit performed and as to the "going concern" status of Miller and its Subsidiaries and without any exception not acceptable to the Required Lenders (provided the requirements of this subsection are not intended to limit any additional reporting requirements contained in Section 2.1), and (ii) a certificate of an Authorized Representative demonstrating compliance with Sections 8.1 and 8.4, which certificate shall be in the form of Exhibit F;

(b)       as soon as practical and in any event within 45 days after the end of each fiscal quarter (except the last fiscal quarter of the Fiscal Year), deliver to the Agent and each Lender (i) consolidated balance sheets of Miller and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income and stockholders’ equity and cash flows for such fiscal quarter and for the period from the beginning of the then current Fiscal Year through the end of such reporting period, and accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly the financial position of Miller and its Subsidiaries as of the end of such fiscal period and the results of their operations and the changes in their financial position for such fiscal period, in conformity with the standards set forth in GAAP with respect to interim financial statements, and (ii) a certificate of an Authorized Representative containing computations for such quarter comparable to that required pursuant to Section 7.1(a)(ii);

(c)       together with each delivery of the financial statements required by Section 7.1(a)(i), deliver to the Agent and each Lender a letter from Miller’s accountants specified in Section 7.1(a)(i) stating that in performing the audit necessary to render an opinion on the financial statements delivered under Section 7.1(a)(i), they obtained no knowledge of any Default or Event of Default by the Borrowers in the fulfillment of the terms and provisions of this Agreement insofar as they relate to financial matters (which at the date of such statement remains uncured); or if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof;

(d)       as soon as practical and in any event within thirty (30) days after the end of each month, deliver to the Agent and each Lender current monthly cash flow projections and borrowing projections under the Senior Facility through the Facility Termination Date;

(e)       promptly upon their becoming available to Miller, deliver to the Agent and each Lender a copy of (i) all regular or special reports or effective registration statements which Miller or any Subsidiary shall file with the Securities and Exchange Commission (or any successor thereto) or any securities exchange, (ii) any proxy statement distributed by Miller or any Subsidiary to its shareholders, bondholders or the financial community in general, and (iii) any management letter or other report submitted to Miller or any Subsidiary by independent accountants in connection with any annual, interim or special audit of Miller or any Subsidiary;

(f)       promptly deliver or cause to be delivered to the Agent written notice of any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which Miller or any of its Subsidiaries is a party or by which Miller or any Subsidiary thereof or any of their respective properties may be bound;

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(g)       promptly, from time to time, deliver or cause to be delivered to the Agent such other information regarding Miller’s and any Subsidiary’s operations, business affairs and financial condition as the Agent may reasonably request; and

(h)       as soon as practical and in any event within thirty (30) days after the end of each month, such financial information as shall be required by Agent and Lenders in their reasonable discretion.

The Agent and the Lenders are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to the Lenders (or any affiliate of any Lender) or to the Agent, to any Governmental Authority having jurisdiction over the Agent or any of the Lenders pursuant to any written request therefor or in the ordinary course of examination of loan files, or, subject to Section 11.1(f), to any other Person who shall acquire or consider the assignment of, or acquisition of any participation interest in, any Obligation permitted by this Agreement provided that notice is given to Miller if such information is delivered to a Person not enumerated herein.

7.2.       Maintain Properties. Maintain all properties necessary to its operations in good working order and condition, ordinary wear and tear excepted, make all needed repairs, replacements and renewals to such properties, and maintain free from Liens (other than Permitted Liens) all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.

7.3.       Existence, Qualification, Etc. Except as otherwise expressly permitted under Section 8.7, do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all material rights and franchises, and, except to the extent conveyed in connection with a transaction permitted under Section 8.5 hereof, maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary and in which the failure to have such licenses or qualifications could reasonably be expected to have a Material Adverse Effect.

7.4.       Regulations and Taxes. Comply in all material respects with or contest in good faith all statutes and governmental regulations and pay all taxes, assessments, governmental charges, claims for labor, supplies, rent and any other obligation which, if unpaid, would become a Lien against any of its properties except liabilities being contested in good faith by appropriate proceedings diligently conducted and against which adequate reserves acceptable to Miller’s independent certified public accountants have been established unless and until any Lien resulting therefrom attaches to any of its property and becomes enforceable against its creditors.

7.5.       Insurance. (a) Keep all of its insurable properties adequately insured at all times with responsible insurance carriers against loss or damage by fire and other hazards, (b) maintain general public liability insurance at all times with responsible insurance carriers against liability on account of damage to persons and property and (c) maintain insurance under all applicable workers’ compensation laws (or in the alternative, maintain required reserves if self-insured for workers’ compensation purposes) and against loss by reason of business interruption, such policies of insurance to have such limits, deductibles, exclusions, co-insurance and other provisions providing no less coverages than are maintained by similar businesses that are similarly situated and shall be in form reasonably satisfactory to the Agent and as of the Closing Date are generally described in Schedule 7.5.

7.6.       True Books. Keep true books of record and account in which full, true and correct entries will be made of all of its dealings and transactions, and set up on its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes, assessments, charges, levies and claims and with respect to its business in general, and include such reserves in interim as well as year-end financial statements.

7.7.       Right of Inspection. Permit any representative designated by the Agent or any Lender to visit and inspect any of the properties, corporate books and financial reports of Miller or any Subsidiary and to discuss its affairs, finances and accounts with its principal officers and independent certified public accountants, all at reasonable times, at reasonable intervals and with reasonable prior notice and permit any Lender to discuss either Borrower’s affairs, finances and accounts with its principal officers and its independent accountants, all at reasonable times, at reasonable intervals and with reasonable prior notice.

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7.8.       Observe all Laws. Conform to and duly observe in all material respects all laws, rules and regulations and all other valid requirements of any Governmental Authority with respect to the conduct of its business.

7.9.       Governmental Licenses. Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct in all material respects of its business as currently conducted and as contemplated by the Loan Documents.

7.10.       Covenants Extending to Other Persons. Cause each of its Subsidiaries to do with respect to itself, its business and its assets, each of the things required of Borrowers in Sections 7.2 through 7.9, 7.18, 7.19 and 7.20 inclusive;

7.11.       Officer’s Knowledge of Default. Upon any Authorized Representative or the General Counsel of Miller obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of Miller or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative promptly to notify the Agent of the nature thereof, the period of existence thereof, and what action Miller or such Subsidiary proposes to take with respect thereto.

7.12.       Suits or Other Proceedings. Upon any Authorized Representative or the General Counsel of Miller obtaining knowledge of any litigation or other proceedings being instituted against Miller or any Subsidiary or any attachment, levy, execution or other process being instituted against any assets of Miller or any Subsidiary, making a claim or claims which could reasonably be expected to result in damages in an aggregate amount greater than $5,000,000 not otherwise covered by insurance, or could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative promptly to deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.

7.13.       Notice of Environmental Complaint or Condition. Promptly provide to the Agent true, accurate and complete copies of any and all notices, complaints, orders, directives, claims, or citations received by Miller or any Subsidiary relating to any (a) violation or alleged violation by Miller or any Subsidiary of any applicable Environmental Law; (b) release or threatened release by Miller or any Subsidiary, or at any facility or property owned or leased or operated by Miller or any Subsidiary, or by any Person handling, transporting, or disposing of any Hazardous Material on behalf of Miller or any Subsidiary, of any Hazardous Material, except where occurring legally; or (c) liability or alleged liability of Miller or any Subsidiary for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect.

7.14.       Environmental Compliance. If Miller or any Subsidiary shall receive any letter, notice, complaint, order, directive, claim or citation alleging that Miller or any Subsidiary has violated any Environmental Law, has released or is about to release any Hazardous Material or is liable for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect, Miller shall provide prompt written notice thereof to the Agent describing in reasonable detail the nature of the matter and what action Miller or the applicable Subsidiary proposes to take with respect thereto and shall, within the time period permitted by the applicable Environmental Law or the Governmental Authority responsible for enforcing such Environmental Law, either (i) remove or remedy, or cause the applicable Subsidiary to remove or remedy, such violation or release or satisfy such liability or (ii) contest in good faith such violation so long as no remedial action shall be required to be taken during the period of such contest.

7.15.       Indemnification. Without limiting the generality or application of Section 11.9, the Borrowers hereby agree to indemnify and hold the Agent, the Lenders, and their respective officers, directors, employees and agents, harmless from and against any and all claims, losses, penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable attorneys’, consultants’ or other experts’ fees and disbursements) arising directly or indirectly from, out of or by reason of (a) the violation or alleged violation of any Environmental Law by Miller or any Subsidiary or with respect to any property owned, operated or leased by Miller or any Subsidiary or (b) the use, generation, handling, storage, transportation, treatment, emission, release, discharge or disposal of any

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Hazardous Materials by or on behalf of Miller or any Subsidiary or on or with respect to property owned or leased or operated by Miller or any Subsidiary; provided, however, no party shall be entitled to indemnification hereunder to the extent that any such liability resulted directly from such party’s gross negligence or willful misconduct. The provisions of this Section 7.15 shall survive the Facility Termination Date and expiration or termination of this Agreement.

7.16.       Further Assurances. At the Borrowers’ cost and expense, upon request of the Agent, duly execute and deliver or cause to be duly executed and delivered, to the Agent such further instruments, documents, certificates, financing and continuation statements, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

7.17.       Employee Benefit Plans.

(a)       With reasonable promptness, and in any event within thirty (30) days thereof, give notice to the Agent of (i) the establishment of any new Employee Benefit Plan (which notice shall include a summary of such plan), (ii) the commencement of contributions to any Employee Benefit Plan to which Miller, any of its ERISA Affiliates or any of its Subsidiaries was not previously contributing, (iii) any material increase in the benefits of any existing Employee Benefit Plan, (iv) each funding waiver request filed with respect to any Employee Benefit Plan and all communications received or sent by Miller, any ERISA Affiliate or any Subsidiary with respect to such request and (v) the failure of Miller or any ERISA Affiliate or any Subsidiary to make a required installment or payment under Section 302 of ERISA or Section 412 of the Code (in the case of Employee Benefit Plans regulated by the Code or ERISA) or any Foreign Benefit Law (in the case of any Employee Benefit Plan regulated by any Foreign Benefit Law) by the due date, provided that Miller and its Subsidiaries shall not be required to give any notice specified in this Section 7.17(a)(v) unless it relates to any required installment or payment which could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar failures to make such payments;

(b)       Promptly and in any event within fifteen (15) days of becoming aware of the occurrence or forthcoming occurrence of any (a) Termination Event or (b) nonexempt "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Pension Plan or any trust created thereunder, deliver to the Agent a notice specifying the nature thereof, what action Miller, any ERISA Affiliate or any Subsidiary has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, the PBGC or any other Governmental Authority with respect thereto. Notwithstanding anything in this Section 7.17(b) to the contrary, Miller and its Subsidiaries shall not be required to give any notice specified herein unless it relates to an Termination Event or nonexempt "prohibited transaction" which could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar events which would require notice under this Section; and

(c)       With reasonable promptness but in any event within fifteen (15) days for purposes of clauses (i), (ii) and (iii), deliver to the Agent copies of (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code, (ii) all notices received by Miller or any ERISA Affiliate or any Subsidiary of the PBGC’s or any Governmental Authority’s intent to terminate any Employee Benefit Plan or to have a trustee appointed to administer any Pension Plan, (iii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Miller or any ERISA Affiliate with the Internal Revenue Service with respect to each Employee Benefit Plan and (iv) all notices received by Miller or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA. Miller will notify the Agent in writing within five (5) Business Days of Miller or any ERISA Affiliate obtaining knowledge or reason to know that Miller or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA. Notwithstanding anything in this Section to the contrary, Miller and its Subsidiaries shall not be required to give any notice specified herein unless it relates to an event that could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar events which would require notice under this Section.

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7.18.       Continued Operations. Except as permitted under Section 8.7 or Section 8.12, continue at all times to conduct its business and engage principally in the same or complementary line or lines of business substantially as heretofore conducted.

7.19.       Additional Support Documents.

(a)       Within fifteen (15) days after the end of each fiscal quarter, with respect to each Domestic Subsidiary acquired or created during such fiscal quarter cause to be delivered to the Agent for the benefit of the Lenders each of the following:

(i)       a Guaranty executed by each such Domestic Subsidiary substantially similar to the Guaranty Agreement delivered by the existing Domestic Subsidiaries;

(ii)       a Security Agreement of such Domestic Subsidiary substantially similar to the Security Agreement delivered by the existing Domestic Subsidiaries, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;

(iii)       a Pledge Agreement executed by each such Domestic Subsidiary’s stockholders substantially similar to the Pledge Agreement delivered by the existing Domestic Subsidiaries, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;

(iv)       stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, in each case together with duly executed stock powers or powers of assignment in blank affixed thereto (but such certificates and related powers shall be delivered to the Senior Collateral Agent so long as the Senior Facility is in effect), or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;

(v)       an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty, Security Agreement, Pledge Agreement, and other Loan Documents provided for in this Section 7.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 5.1(a)(ii) on the Closing Date (including opinions covering the Security Agreement and the validity and perfection of the liens created thereunder), with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 7.19(a);

(vi)       current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.19(a); and

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(vii)       such other documents and agreements as may be reasonably requested by the Agent, including but not limited to (A) an agreement or instrument granting power of attorney to VINtek, and (B) if the Senior Facility is no longer in effect, a lockbox agreement or blocked account agreement in favor of the Agent, and any documents related thereto, in form and substance satisfactory to the Agent.

7.20.       Subsidiary Support of Permitted Indebtedness. So long as not prohibited by law, and subject to the terms and conditions of the Intercreditor Agreement, Miller and each Subsidiary shall cause each of their Subsidiaries to make cash payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, or other returns on investments, or by way of any other arrangement such that the Borrowers shall have the ability to satisfy all interest and principal payments required under the terms of this Agreement or any other Loan Document and under the terms of any other Permitted Indebtedness.

7.21.       Opinions of Foreign Counsel. If requested by the Agent, with respect to each Direct Foreign Subsidiary that constitutes a Material Foreign Subsidiary at any time after the date hereof, deliver to the Agent a written opinion of foreign counsel in form and substance satisfactory to the Agent with respect to each Loan Party which is party to any Loan Document.

7.22.       Additional Collateral Documents; Audit.

(a)       Within sixty (60) days after (a) the acquisition by a Borrower or any Guarantor of any real property or (b) the lease to or by a Borrower or any Guarantor of any real property described in clause (xi), the Borrowers shall deliver, or shall cause the appropriate Guarantor to deliver, to the Agent the items listed in clauses (i) through (ix), as applicable, with respect to such real property or lease, to the satisfaction of the Agent (but only clauses (viii) and (ix) shall apply in the case of leased real property unless such property is subject to a Lien in favor of the Senior Collateral Agent):

(i)       Mortgages, Deeds of Trust or other similar documentation necessary to grant to the Agent for the benefit of the Agent and the Lenders a lien on the real property owned by each Borrower and each Guarantor (collectively, the "Mortgages") (subject only to Permitted Liens);

(ii)       Mortgagee title insurance policies from a title insurance company satisfactory to the Agent covering the Mortgages, in each case indicating the liens of the Mortgages are a second lien priority behind only the Senior Collateral Agent (for the benefit of itself and the Senior Lenders) (subject only to Permitted Liens), containing no exceptions to coverage not acceptable to the Agent and providing a revolving credit endorsement and other endorsements required by Agent for such policy;

(iii)       Surveys for each of the properties covered by the Mortgages;

(iv)       Certification as to whether the location of each property is within any "special flood hazard" area within the meaning of the Federal Flood Disaster Protection Act of 1973;

(v)       Appraisals from a certified Appraiser selected by the Borrowers and acceptable to the Agent for each of the properties covered by the Mortgages;

(vi)       Environmental Reports on all real property covered by a Mortgage from an environmental firm satisfactory to Agent showing no environmental hazards with respect to such real property;

(vii)       Legal opinions from local counsel for the Borrowers with respect to the documents executed and delivered under this Section 7.22 and the perfection of the liens created thereby in form and substance satisfactory to the Agent;

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(viii)        Insurance policies or Certificates of Insurance, as the Agent may require, evidencing compliance by the Borrowers with the insurance requirements of this Agreement and the Security Instruments with respect to the properties covered by the Mortgages;

(ix)       If any improvements (existing or proposed) on the real property covered by the Mortgages are or will be located in an area identified by the U.S. Department of Housing and Urban Development as an area having "special flood hazards," Borrowers shall furnish flood insurance acceptable to the Agent in an amount not less than the appraised value of the real property to be insured or if no appraisal for such property shall be obtained, in an amount acceptable to the Agent;

(x)       UCC-11 search reports no older than thirty (30) days from the appropriate UCC filing office in the states where the Borrowers and Guarantors are doing business showing no liens or security interests on any assets of the Borrowers or Guarantors other than Permitted Liens;

(xi)       With respect to each leased location on which inventory (other than motor vehicles) or equipment (other than motor vehicles) in an amount deemed material by the Agent is located, an Assignment of Leases with respect to all real property owned by a Borrower or Guarantor and leased to others and all real property not owned by a Borrower or Guarantor and leased to a Borrower or Guarantor, together with, (i) on a reasonable efforts basis by Borrowers and Guarantors, a Landlord Consent, Waiver and Estoppel Certificate (in form and substance satisfactory to the Agent and the Lenders) executed by each landlord or tenant as applicable, and (ii) local counsel opinions covering perfection of liens in jurisdictions in which the Agent deems necessary;

provided that with respect to any real property which has a net book value of less than $150,000 (computed by aggregating the value of all contiguous or near-contiguous properties which together constitute a single functional unit), (A) the Borrowers shall not be required to deliver those items listed in clauses (ii), (iii), (v) and (vi), and (B) the Borrowers shall deliver to the Agent such documents and instruments as requested by the Agent to evidence that title to such property is held by a Borrower or Subsidiary and any exceptions to such title, including deeds and existing title insurance policies.

(b)       Certificate of Title Property. The Borrowers agree that each will deliver, and will cause each Guarantor to deliver, the following, in the time periods specified therefor:

(i)        Within twenty (20) days after the acquisition by a Borrower or any Subsidiary which is a party to a Security Agreement of any Certificate of Title Property acquired after the date hereof, the Borrowers will, and where applicable will cause each Subsidiary to: (a) execute such certificate of title as may be required to indicate the security interest of the Agent thereon; (b) complete and execute any applications for notation of the Agent’s security interest or other comparable forms required by the applicable state’s law in conjunction with the executed certificates of title in order to perfect the Lien of the Agent for the benefit of the Agent and the Lenders in the Certificate of Title Property; and (c) file at its expense the items in subsections (a) and (b), along with such other certificates, agreements, notices, or other comparable forms as may be necessary, with the appropriate Governmental Authority in the applicable jurisdiction in order to perfect such Lien.

(ii)       The Borrower will cause the appropriate Governmental Authority to deliver directly to VINtek, or if delivered to a Borrower or any Subsidiary, cause to be delivered to VINtek within five (5) Business Days after receipt thereof from the appropriate Governmental Authority by a Borrower or Subsidiary, either the original certificate of title with the Agent’s Lien noted thereon or a newly issued certificate of title or comparable instrument, as applicable, with the Agent’s Lien

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noted thereon, to be managed and administered in accordance with the VINtek Agreement.

(iii)       The Agent and the Lenders agree that upon request of the Agent by the Borrowers, and subject to the consent of the Agent in accordance with the provisions hereof and of the Intercreditor Agreement, the Agent will act and will cooperate with VINtek, in accordance with the provisions of the Intercreditor Agreement, to effectuate a release of the Lien of the Agent and the Lenders with respect to certain Certificate of Title Property which is to be sold (subject to any mandatory prepayment applicable thereto).

(c)       Field Audit. The Borrowers further acknowledge and agree that, prior to the Facility Termination Date, the Agent and its representatives may undertake from time to time further field audits and/or valuations of the inventory, equipment, accounts receivable, fixed assets, and field audits of the internal controls of the Borrowers and the Guarantors and that the costs and expenses of these audits and valuations shall be paid by the Borrowers. The Borrowers agree to cooperate and cause the Guarantors to cooperate with the Agent and its representatives to facilitate completion of all such audits and valuations.

7.23       Senior Facility Notices. Borrowers shall deliver or cause to be delivered (i) simultaneously with delivery thereof to the Senior Agents or the Senior Lenders, a copy of any notices, reports, projections, certificates (including borrowing base certificates) or other documents or instruments required to be delivered by Borrowers or any of their Subsidiaries to the Senior Agents or the Senior Lenders in connection with the Senior Facility, and (ii) immediately upon receipt thereof from the Senior Agents or the Senior Lenders, a copy of any notices or other documents or instruments delivered by the Senior Agents or the Senior Lenders to the Borrowers in connection with the Senior Facility.

7.24       Existing Facility Interest Payment. Not later than July 31, 2001, Borrowers shall pay to the Agent for the account of each Lender, in addition to any amounts otherwise due and payable hereunder, an amount equal to $640,377.14, which payments represent accrued and unpaid interest under the Existing Facility as of the Closing Date.

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ARTICLE VIII

Negative Covenants

Until the Facility Termination Date, unless the Required Lenders shall otherwise consent in writing, Miller shall not, nor shall it permit any Subsidiary to:

8.1.       Financial Covenants.

(a)       Capital Expenditures. Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrowers and their Subsidiaries on a consolidated basis would exceed (a) $5,600,000 for the Fiscal Year ending on April 30, 2002, (b) $6,250,000 for the Fiscal Year ending on April 30, 2003, and (c) $6,750,000 for any Fiscal Year thereafter.

(b)       Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any Four-Quarter Period to be less than 1.0 to 1.0.

(c)       Consolidated EBITDA. Permit Consolidated EBITDA for any Four-Quarter Period ending during the periods set forth below to be less than the following amounts for the following periods:

Four-Quarter Periods Ending:	Initial EBITDA Requirement:	Subsequent EBITDA Requirement:
From the Closing Date Through April 29, 2002	$16,000,000	$13,000,000
From April 30, 2002 Through April 29, 2003	$19,000,000	$13,000,000
From April 30, 2003 through Termination	$24,000,000	$15,000,000

For purposes of this Section 8.1(c), (i) "Initial EBITDA Requirement" means the applicable minimum Consolidated EBITDA requirement for period from the Closing Date until the Transition Date, and (ii) "Subsequent EBITDA Requirement" means the applicable minimum Consolidated EBITDA requirement for the period from the Transition Date until the Facility Termination Date.

8.2.       Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for, or otherwise effect, any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition.

8.3.       Liens. Incur, create or permit to exist any Lien, charge or other encumbrance of any nature whatsoever with respect to any property or assets now owned or hereafter acquired by Miller or any Subsidiary, other than Liens created in favor of the Agent and the Lenders under the Loan Documents and the following (collectively, the "Permitted Liens"):

(a)       Liens existing as of the date hereof and as set forth in Schedule 6.7;

(b)       Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors;

(c)       statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and in existence

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less than 90 days from the date of creation thereof for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors;

(d)       Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;

(e)       purchase money Liens to secure Indebtedness permitted under Section 8.4(d) and incurred to purchase fixed assets, provided such Indebtedness represents not less than 75% and not more than 100% of the purchase price of such assets as of the date of purchase thereof and no property other than the assets so purchased secures such Indebtedness;

(f)       Liens arising in connection with Capital Leases permitted under Section 8.4(d) provided that no such Lien shall extend to any Collateral or to any other property other than the assets subject to such Capital Leases;

(g)       Liens arising in connection with the Navistar Consignment Agreement and the Navistar Intercreditor Agreement;

(h)       easements (including reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) affecting real property, which do not interfere materially with the ordinary conduct of the business of Miller or any Subsidiary and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to Miller or any Subsidiary;

(i)       Liens arising in connection with inventory repurchase obligations permitted under Section 8.4 (h); provided such liens are limited to the property subject to such financing arrangements and the proceeds thereof;

(j)       Liens arising in connection with floor plan financings permitted under Section 8.4 (i); provided such liens are limited to the property subject to such financing arrangements and the proceeds thereof; and

(k)       Liens arising in favor of any of the Senior Agents (for the benefit of itself and the Senior Lenders and the Senior L/C Issuer) in connection with the Senior Facility.

8.4.       Indebtedness. Incur, create, assume or permit to exist any Indebtedness, howsoever evidenced, except the following (collectively the "Permitted Indebtedness"):

(a)       Indebtedness (other than Indebtedness under the Senior Facility) existing as of the Closing Date as set forth in Schedule 6.6; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date;

(b)       Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document;

(c)       the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

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(d)       purchase money Indebtedness described in Section 8.3 and obligations under Capital Leases in an aggregate principal amount outstanding at any time not to exceed $5,000,000;

(e)       obligations of Miller incurred in the ordinary course of business consistent with past practice directly or indirectly guaranteeing any trade account Indebtedness of any Subsidiary in an aggregate amount not to exceed $1,000,000 outstanding at any time;

(f)       the Guaranty permitted hereunder of Guarantors;

(g)       guaranty obligations, in an amount not to exceed $3,500,000 in the aggregate at any one time, of Miller incurred in the course of business directly or indirectly guaranteeing Indebtedness of any purchaser of an asset disposed of in an Asset Disposition permitted under Section 8.5(d);

(h)       inventory repurchase obligations incurred with respect to floor plan financing for Independent Distributors; provided that the amount of such obligations shall not exceed $30,000,000 in the aggregate at any time;

(i)       partial recourse obligations of Miller incurred with respect to floor plan financing for Independent Distributors; provided that the amount of such exposure shall not exceed $1,000,000 in the aggregate at any time;

(j)       Indebtedness in favor of the Senior Lenders, the Senior L/C Issuer and the Senior Agents under the Senior Facility in an aggregate outstanding principal amount of up to $130,000,000.00 at any one time (plus any accrued interest, fees and expenses and other charges owing with respect thereto);

(k)       unsecured intercompany Indebtedness from any Miller Borrower to another Miller Borrower, and intercompany Indebtedness from any RoadOne Borrower to another RoadOne Borrower;

(l)       unsecured intercompany Indebtedness from the RoadOne Borrowers to the Miller Borrowers incurred on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time;

(m)       unsecured intercompany Indebtedness from the Borrowers or any Subsidiaries to any Foreign Subsidiaries in an aggregate amount outstanding not to exceed $100,000 at any time; and

(n)       unsecured intercompany Indebtedness incurred on or after the Closing Date for loans and advances made by Miller or any Miller Borrower to any RoadOne Borrower, in an in an aggregate amount outstanding not to exceed $1,000,000 at any time.

8.5.       Transfer of Assets. Make Asset Dispositions of RoadOne Borrower Assets having a Senior Collateral Value, in the aggregate, greater than or equal to $11,242,606, unless (i) an event of default has occurred and is continuing under the Senior Facility, or (ii) the Lenders have received mandatory prepayments under Section 2.7(iii) from the Asset Disposition of RoadOne Borrower Assets in an amount of not less than $3,500,000 in the aggregate following the Closing Date after giving effect to such Asset Disposition.

8.6.       Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities, or make any investment or permit to exist any interest whatsoever in any other Person or permit to exist any loans or advances to any Person, except that Miller and its Subsidiaries may maintain investments or invest in:

(a)       Eligible Securities;

(b)       investments, including joint ventures, existing as of the date hereof and as set forth in Schedule 6.4;

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(c)       accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss;

(d)       investments in Miller Towing or in Guarantors;

(e)       loans and advances to employees in the ordinary course of business of Miller in an aggregate amount outstanding at any one time not to exceed $200,000; and

(f)       investments in conditional sales contracts or finance leases owned by Miller Financial and originated in connection with the financing by Miller Financial of sales of inventory in the ordinary course of business consistent with past practice.

8.7.       Merger or Consolidation.    (a)    Consolidate with or merge into any other Person, or (b) permit any other Person to merge into it; provided, however, (i) any Domestic Subsidiary of Miller may merge into or transfer all or substantially all of its assets into or consolidate with Miller, Miller Towing or any other wholly owned Guarantor, and (ii) any Foreign Subsidiary may merge into or transfer all or substantially all of its assets to or consolidate with Miller or any other Subsidiary.

8.8.       Restricted Payments. Make any Restricted Payment or apply or set apart any of their assets therefor or agree to do any of the foregoing.

8.9.       Transactions with Affiliates. Other than transactions permitted under Sections 8.5, 8.6, 8.7 and 8.8, enter into any transaction after the Closing Date, including, without limitation, the purchase, sale, lease or exchange of property, real or personal, or the rendering of any service, with any Affiliate of Miller, except (a) that the Borrowers may make the benefits of the Loan available to any or all of the Guarantors, (b) that the Borrowers may make the benefits of the Loan in an aggregate amount not exceeding $2,000,000 in any Fiscal Year available to any Foreign Subsidiary, (c) that such Persons may render services to Miller or its Subsidiaries for compensation at the same rates generally paid by Persons engaged in the same or similar businesses for the same or similar services, (d) that Miller or any Subsidiary may render services to such Persons for compensation at the same rates generally charged by Miller or such Subsidiary and (e) in either case in the ordinary course of business and pursuant to the reasonable requirements of Miller’s (or any Subsidiary’s) business consistent with past practice of Miller and its Subsidiaries and upon fair and reasonable terms no less favorable to Miller (or any Subsidiary) than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

8.10.       Compliance with ERISA, the Code and Foreign Benefit Laws. With respect to any Pension Plan, Employee Benefit Plan or Multiemployer Plan:

(a)       permit the occurrence of any Termination Event which would result in a liability on the part of Miller, any ERISA Affiliate, or any Subsidiary to the PBGC or any Governmental Authority, except for any Termination Event which could not reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other such Termination Events; or

(b)       permit the present value of all benefit liabilities under all Employee Benefit Plans to exceed the current value of the assets of such Employee Benefit Plans allocable to such benefit liabilities in an amount in excess of $250,000; or

(c)       permit any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code) with respect to any Pension Plan, whether or not waived, except for any deficiency which could not reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with any other such deficiency under such Pension Plan or any other Pension Plan; or

(d)       fail to make any contribution or payment to any Multiemployer Plan which Miller or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any

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law pertaining thereto, except for any such contribution or payment which individually or when aggregated with any other such failed contributions or payments does not exceed $250,000; or

(e)       engage, or permit Miller or any ERISA Affiliate to engage, in any prohibited transaction under Section 406 of ERISA or Sections 4975 of the Code for which a material civil penalty pursuant to Section 502(I) of ERISA or a material tax pursuant to Section 4975 of the Code may be imposed; or

(f)       permit the establishment of any Employee Benefit Plan providing post-retirement welfare benefits or establish or amend any Employee Benefit Plan which establishment or amendment could result in material liability to Miller or any ERISA Affiliate or any Subsidiary or materially increase the obligation of Miller or any ERISA Affiliate or any Subsidiary to a Multiemployer Plan; or

(g)       fail, or permit Miller or any ERISA Affiliate or any Subsidiary to fail, to establish, maintain and operate each Employee Benefit Plan in compliance in all material respects with the provisions of ERISA, the Code, all applicable Foreign Benefit Laws and all other applicable laws and the regulations and interpretations thereof.

8.11.       Accounting Changes. Change its Fiscal or make any change in its accounting treatment and reporting practices except as required by GAAP; provided Miller may elect to change its Fiscal Year to a calendar fiscal year or a fiscal year ending on January 31 of each calendar year so long as the Borrowers provide to the Agent at least thirty (30) days prior written notice of such change, and provided that prior to the effectiveness of any such change, the Borrowers, the Agent and the Lenders agree in good faith to amend the financial covenants contained in Section 8.1 so as to equitably reflect any such change in Fiscal Year.

8.12.       Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a transaction permitted pursuant to Section 8.7.

8.13.       Limitations on Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Miller or any Subsidiary of real or personal property, whether now owned or hereafter acquired in a related transaction or series of related transactions, which has been or is to be sold or transferred by Miller or any Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Miller or any Subsidiary; provided that the foregoing shall not prohibit the existence of additional Off Balance Sheet Liabilities permitted under Section 8.4(h).

8.14.       Change in Control. Cause, suffer or permit to exist or occur any Change of Control.

8.15.       Limitation on Guaranties. Enter into or cause, suffer or permit to exist any obligations of Miller or any Subsidiary directly or indirectly guaranteeing, or in effect guaranteeing, any Indebtedness or other obligation of any other Person, except (i) as permitted in Section 8.4 and (ii) the endorsement of instruments for deposit or collection in the ordinary course of business.

8.16.       Negative Pledge Clauses. Enter into or cause, suffer or permit to exist any agreement with any Person other than the Agent and the Lenders pursuant to this Agreement or any other Loan Documents or the Senior Agents, the Senior Lenders and the Senior L/C Issuer pursuant to the Senior Credit Agreement and the Intercreditor Agreement which prohibits or limits the ability of any of Miller or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, in favor of the Agent and the Lenders under the Loan Documents; provided that Miller and any Subsidiary may enter into such an agreement in connection with, and limited solely to, property acquired with the proceeds of purchase money Indebtedness, Capital Leases or operating leases permitted hereunder.

8.17.       Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness other than intercompany Indebtedness permitted under Section 8.4(k) and Indebtedness under

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the Senior Facility (in accordance with the terms of the Senior Credit Agreement (as in effect on the date hereof) and the Intercreditor Agreement).

(b)       Amend, modify or change in any manner any term or condition of any Indebtedness described in Section 8.4(a) or any lease so that the terms and conditions thereof are less favorable to the Agent and the Lenders than the terms of such Indebtedness or leases as of the Closing Date.

8.18.       Restrictive Agreements. Enter into or cause, suffer or permit to exist any agreement with any other Person (other than the Agent and the Lenders pursuant to this Agreement or any other Loan Document) which prohibits, limits or restricts the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrowers.

8.19       Modification of Senior Facility. Enter into any agreement, amendment, increase, extension, renewal, waiver, or other modification (a "Change") with respect to the Senior Facility (including but not limited to the Senior Credit Agreement and the other documents related thereto) without the prior written consent of the Agent and the Lenders if such Change has the effect of:

(i)       increasing the amount of Excess Availability required to be maintained by Miller and its Subsidiaries (as applicable) under the terms of the Senior Credit Agreement, or required to be in effect under the definition of "Permitted Payments" in the Intercreditor Agreement, to an amount in excess of the Post-Disposition Availability Requirement; or

(ii)       increasing the Fixed Charge Coverage Ratio (as defined in the Senior Credit Agreement) required to be maintained by Miller and its Subsidiaries (as applicable) under the terms of the Senior Credit Agreement, or required to be in effect under the definition of "Permitted Payments" in the Intercreditor Agreement, to a ratio greater than 1.15 to 1.0; or

(iii)       otherwise specifically prohibiting the payment or prepayment of any amount of principal to the Lenders hereunder, which payment would otherwise be permitted under the terms hereof (as in effect on the Closing Date) or under the Intercreditor Agreement.

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ARTICLE IX

Events of Default and Acceleration

9.1.       Events of Default. If any one or more of the following events (herein called "Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), that is to say:

(a)       if default shall be made in the due and punctual payment of the principal of any Loan or other Obligation, when and as the same shall be due and payable whether pursuant to any provision of Article II, at maturity, by acceleration or otherwise; or

(b)       if default shall be made in the due and punctual payment of any amount of interest on any Loan or other Obligation or of any fees or other amounts payable to any of the Lenders or the Agent on the date on which the same shall be due and payable and such default shall continue for 5 days following the date such payment is due; or

(c)       if default shall be made in the performance or observance of any covenant set forth in Section 2.7, 2.9, 7.7, 7.11, 7.12, 7.19, 7.22, 7.24, or Article VIII; or

(d)       if a default shall be made in the performance or observance of, or shall occur under, any covenant, agreement or provision contained in this Agreement or the Notes (other than as described in clauses (a), (b) or (c) above) and such default shall continue for thirty (30) or more days after the earlier of receipt of notice of such default by the Authorized Representative from the Agent or an Authorized Representative of Miller actually becomes aware of such default, or if a default shall be made in the performance or observance of, or shall occur under, any covenant, agreement or provision contained in any of the other Loan Documents (beyond any applicable grace period, if any, contained therein) (including without limitation failure of any Guarantor to pay the Agent all of the Guarantors’ Obligations in accordance with, and as defined in, the Guaranty on the Business Day on which the Agent has demanded such payment in accordance with the terms of the Guaranty ) or in any instrument or document evidencing or creating any obligation, guaranty, or Lien in favor of the Agent or any of the Lenders or delivered to the Agent or any of the Lenders in connection with or pursuant to this Agreement or any of the Obligations, or if any Loan Document ceases to be in full force and effect (other than by reason of any action by the Agent or any Lender), or if without the written consent of the Lenders, this Agreement or any other Loan Document shall be disaffirmed or shall terminate, be terminable or be terminated or become void or unenforceable for any reason whatsoever (other than in accordance with its terms in the absence of default or by reason of any action by the Lenders or the Agent); or

(e)       if there shall occur (i) a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to any Indebtedness or Rate Hedging Obligation (other than the Loan and other Obligations or any Indebtedness under the Senior Facility) of Miller or any Subsidiary in an amount not less than $500,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation referred to in clause (i) may have been issued, created, assumed, guaranteed or secured by Miller or any Subsidiary, or (iii) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation may have been issued, created, assumed, guaranteed or secured by Miller or any Subsidiary, and any such default or event of default specified in clauses (i), (ii) or (iii) shall continue for more than the period of grace, if any, therein specified, or such default or event of default shall permit (or, with the giving of notice of lapse of time or both, would permit) the holder of any such Indebtedness or Rate Hedging Obligation (or any agent or trustee acting on behalf of one or more holders) to accelerate the maturity thereof; or

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(f)       if an event of default shall have occurred and be continuing under the Senior Facility and the Senior Lenders shall have accelerated the maturity of all Obligations under the Senior Facility as a consequence thereof; or

(g)       if an event of default shall have occurred and be continuing under the Senior Facility and the Senior Lenders shall have delivered to the Agent or any Lender either (i) a Payment Blockage Notice (as defined in the Intercreditor Agreement), or (ii) written notice invoking a standstill pursuant to Section 6.2 of the Intercreditor Agreement; or

(h)       if any representation, warranty or other statement of fact contained in any Loan Document or in any writing, certificate, report or statement at any time furnished to the Agent or any Lender by or on behalf of Miller or any other Loan Party pursuant to or in connection with any Loan Document, or otherwise, shall be false or misleading in any material respect when given; or

(i)       if Miller or any Subsidiary shall be unable to pay its debts generally as they become due; file a petition to take advantage of any insolvency statute; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; file a petition or answer seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute; or

(j)       if a court of competent jurisdiction shall enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Miller or any Subsidiary or other Loan Party or of the whole or any substantial part of its properties and such order, judgment or decree continues unstayed and in effect for a period of sixty (60) days, or approve a petition filed against Miller or any Subsidiary or other Loan Party seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which petition is not dismissed within sixty (60) days; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of Miller or any Subsidiary or other Loan Party or of the whole or any substantial part of its properties, which control is not relinquished within sixty (60) days; or if there is commenced against Miller or any Subsidiary or any other Loan Party any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state which proceeding or petition remains undismissed for a period of sixty (60) days; or if Miller or any Subsidiary or any other Loan Party takes any action to indicate its consent to or approval of any such proceeding or petition; or

(k)       if (i) one or more judgments or orders for the payment of money where the amount not covered by insurance (or the amount as to which the insurer is found not to be liable for) is in excess of $250,000 is rendered against Miller or any Subsidiary, or (ii) there is any attachment, injunction or execution against any of Miller’s or Subsidiaries’ properties for any amount in excess of $250,000 in the aggregate; and such judgment, attachment, injunction or execution remains unpaid, unstayed, undischarged, unbonded or undismissed for a period of thirty (30) days; or

(l)       if Miller or any Subsidiary shall, other than in the ordinary course of business (as determined by past practices) or except as permitted by Section 8.7, suspend all or any part of its operations material to the conduct of the business of Miller or such Subsidiary for a period of more than sixty (60) days; or

(m)       any actual or asserted invalidity (other than by the Agent or Lenders) of the Loan Documents shall occur; or

(n)       if there shall occur any Termination Event which could reasonably be expected to result in a liability of $250,000 or more for Miller or any Subsidiary; or

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(o)      there shall occur any Change in Control;

then, and in any such event and at any time thereafter, if such Event of Default or any other Event of Default shall be continuing and shall have not been waived,

(A)       the Agent, with the consent of the Required Lenders, may, and at the direction of the Required Lenders shall declare by notice to the Borrowers any or all of the Obligations to be immediately due and payable, and the same, including all interest accrued thereon and all other obligations of the Borrowers to the Agent and the Lenders, shall forthwith become immediately due and payable without presentment, demand, protest, notice or other formality of any kind, all of which are hereby expressly waived, anything contained herein or in any instrument evidencing the Obligations to the contrary notwithstanding; provided, however, that notwithstanding the above, if there shall occur an Event of Default under clause (g) or (h) above, then all of the Obligations shall be immediately due and payable without the necessity of any action by the Agent or the Required Lenders or notice by or to the Agent or the Lenders;

(B)       the Agent and each of the Lenders shall have all of the rights and remedies available under the Loan Documents or under any applicable law.

9.2.       Agent to Act. In case any one or more Events of Default shall occur and not have been waived or cured, the Agent may, and at the direction of the Required Lenders shall, proceed to protect and enforce their rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in any other Loan Document, or to enforce the payment of the Obligations or any other legal or equitable right or remedy.

9.3.       Cumulative Rights. No right or remedy herein conferred upon the Lenders or the Agent is intended to be exclusive of any other rights or remedies contained herein or in any other Loan Document, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.

9.4.       No Waiver. No course of dealing between the Borrowers and any Lender or the Agent or any failure or delay on the part of any Lender or the Agent in exercising any rights or remedies under any Loan Document or otherwise available to it shall operate as a waiver of any rights or remedies and no single or partial exercise of any rights or remedies shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or of the same right or remedy on a future occasion.

9.5.       Allocation of Proceeds. If an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article IX hereof, all payments received by the Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrowers hereunder, shall be applied by the Agent in the following order:

(a)       amounts due to the Lenders pursuant to Sections 2.9 and 11.5;

(b)       amounts due to the Agent pursuant to Sections 2.10 and 10.8;

(c)       payments of interest on the Loan to be applied for the ratable benefit of the Lenders;

(d)       payments of principal of the Loan, to be applied for the ratable benefit of the Lenders;

(e)       amounts due to the Lenders pursuant to Sections 7.15 and 11.9;

(f)       payments of all other Obligations due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders;

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(g)      amounts due to any of the Lenders in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and

(h)      any surplus remaining after application as provided for herein, to the Borrowers or otherwise as may be required by applicable law.

9.6.       Judgment Currency. The Borrowers, the Agent and each Lender hereby agree that if, in the event that a judgment is given in relation to any sum due to the Agent or any Lender hereunder, such judgment is given in a currency (the "Judgment Currency") other than that in which such sum was originally denominated (the "Original Currency"), the Borrowers agree to indemnify the Agent or such Lender, as the case may be, to the extent that the amount of the Original Currency which could have been purchased by the Agent in accordance with normal banking procedures on the Business Day following receipt of such sum is less than the sum which could have been so purchased by the Agent had such purchase been made on the day on which such judgment was given or, if such day is not a Business Day, on the Business Day immediately preceding the giving of such judgment, and if the amount so purchased exceeds the amount which could have been so purchased by the Agent had such purchase been made on the day on which such judgment was given or, if such day is not a Business Day, on the Business Day immediately preceding such judgment, the Agent or the applicable Lenders agrees to remit such excess to the Borrowers. The agreements in this Section shall survive payment of all Obligations.

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ARTICLE X

The Agent

10.1.       Appointment, Powers, and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its affiliates and its own and its affiliates’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints Bank of America as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes Bank of America as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

10.2.       Reliance by Agent. The Agent shall be entitled to rely upon any certification, notice, instrument, writing or other communication (including, without limitation, any thereof by telephone or telefacsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for any Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until the Agent receives and accepts an Assignment and Acceptance executed in accordance with Section 11.1 hereof. As to any matters not expressly provided for by this Agreement, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to any Loan Document or applicable law unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking any such action.

10.3.       Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Lender or the Borrowers specifying such Default or Event of Default and stating that such notice is a "Notice of Default". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Lenders. The Agent shall (subject to Section 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Lenders, provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders.

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10.4.       Rights as Lender. With respect to the Loan made by it, Bank of America (and any successor acting as Agent) in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise indicates, include the Agent in its individual capacity. Bank of America (and any successor acting as Agent) and its affiliates may (without having to account therefor to any Lender) accept deposits from, lend money to, make investments in, provide services to, and generally engage in any kind of lending, trust or other business with any Loan Party or any of its Subsidiaries or affiliates as if it were not acting as Agent, and Bank of America (and any successor acting as Agent) and its affiliates may accept fees and other consideration from any Loan Party or any of its Subsidiaries or affiliates for services in connection with this Agreement or otherwise without having to account for the same to the Lenders.

10.5.       Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed under Section 11.9 hereof, but without limiting the obligations of the Borrowers under such Section) ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Agent (including by any Lender) in any way relating to or arising out of any Loan Document or the transactions contemplated thereby or any action taken or omitted by the Agent under any Loan Document; provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or expenses payable by the Borrowers under Section 11.5, to the extent that the Agent is not promptly reimbursed for such costs and expenses by the Borrowers. The agreements contained in this Section shall survive payment in full of the Loan and all other amounts payable under this Agreement.

10.6.       Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Loan Parties and their Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under the Loan Documents. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of any Loan Party or any of its Subsidiaries or affiliates that may come into the possession of the Agent or any of its affiliates.

10.7.       Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent meeting the requirements set forth herein. The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

10.8.        Fees. The Borrowers agree to pay to the Agent, for its individual account, an Agent’s fee as from time to time agreed to by the Borrowers and Agent in an amount not in excess of $25,000 in the aggregate in any Fiscal Year (unless written consent of the Senior Lenders is received with respect thereto).

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ARTICLE XI

Miscellaneous

11.1.       Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Loan and its Note); provided, however, that

(i)       each such assignment shall be to an Eligible Assignee;

(ii)      except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iii)    each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under the Term Loan Facility and the Notes; and

(iv)    the parties to such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in the form of Exhibit B hereto, together with any Notes subject to such assignment and a processing fee of $3,500; provided, that in the case of contemporaneous assignments by a Lender to more than one fund managed by or advised by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such contemporaneous assignments; and provided further, that no such fee shall be payable by any Lender in connection with the original issue of the Notes on the Closing Date.

Upon execution, delivery and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and under the Loan Documents (including the Warrant Agreement), and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrowers and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.6.

(b)       The Agent shall maintain at its address referred to in Section 11.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the Loan owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(c)       Upon its receipt of an Assignment and Acceptance executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

(d)       Each Lender may sell participations at its expense to one or more Persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to its Loan and its Note and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments,

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modifications or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loan or Note, extending any scheduled principal payment date or date fixed for the payment of interest on such Loan or Note) and (iv) the sale of any such participation which requires the Borrowers to file a registration statement with federal or state regulatory authorities shall not be permitted.

(e)       Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its Loan and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(f)       Any Lender may furnish any information concerning Miller or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) so long as such Lender shall require in writing (which writing names the Borrowers as third party beneficiaries thereof) any such assignee or participant or prospective assignee or participant to maintain the confidentiality of any information delivered to it which is not publicly available.

(g)       The Borrowers may not assign, nor shall they cause, suffer or permit any Guarantor to assign, any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of all the Lenders.

11.2.       Notices. Any notice shall be conclusively deemed to have been received by any party hereto and be effective (i) on the day on which delivered (including hand delivery by commercial courier service) to such party (against receipt therefor), (ii) on the date of receipt at such address, telefacsimile number or telex number as may from time to time be specified by such party in written notice to the other parties hereto or otherwise received), in the case of notice by telegram or telefacsimile, respectively (where the receipt of such message is verified by return), or (iii) on the fifth Business Day after the day on which mailed, if sent prepaid by certified or registered mail, return receipt requested, in each case delivered, transmitted or mailed, as the case may be, to the address or telefacsimile number, as appropriate, set forth below or such other address or number as such party shall specify by notice hereunder:

(a)        if to the Borrowers or any Guarantor:

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, Tennessee 37363
Attention: Chief Financial Officer
Telephone: (423) 238-4171
Telefacsimile: (423) 238-6874

(b)       if to the Agent:

Bank of America, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina 28255
Attention: Agency Services
Telephone: (704) 388-6482
Telefacsimile: (704) 388-9436

With a copy to:
Bank of America, N.A.
Independence Center, 13th Floor
NC1-001-13-26
Charlotte, North Carolina 28255
Attention: John P. McDuffie

Telephone: (704) 386-7655

Telefacsimile: (704) 386-5856

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(c)        if to the Lenders:

At the addresses set forth on the signature pages hereof and on the signature page of each Assignment and Acceptance.

11.3.       Right of Set-off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and subject to the terms of the Intercreditor Agreement, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by 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 such Lender (or any of its affiliates) to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although the payment of such obligations may not have been accelerated. Each Lender agrees promptly to notify the Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

(b)       If any Lender (a "benefitted Lender") shall at any time receive any payment of all or part of the Loan owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loan owing to it, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participation interest in such portion of each such other Lender’s Loan owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of either of the Borrowers in the amount of such participation.

11.4.       Survival. All covenants, agreements, representations and warranties made herein shall survive the making by the Lenders of the Loan and the execution and delivery to the Lenders of this Agreement and the Notes and shall continue in full force and effect so long as any of Obligations remain outstanding or any Lender has any commitment hereunder or the Borrowers have continuing obligations hereunder unless otherwise provided herein. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party and all covenants, provisions and agreements by or on behalf of the Borrowers which are contained in the Loan Documents shall inure to the benefit of the successors and permitted assigns of the Lenders or any of them.

11.5.       Expenses. The Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the syndication, preparation, execution and delivery of this Agreement, the other Loan Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of Smith Helms Mulliss & Moore, L.L.P., counsel for the Agent, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents. The Borrowers further agree to pay on demand all reasonable costs and expenses of the Agent, including, without limitation, the reasonable fees and expenses of counsel for the Agent, in connection with any future modification or amendment of this Agreement, the other Loan Documents and the other documents delivered hereunder. The Borrowers further agree to pay on demand all reasonable costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys’ fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder.

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11.6.       Amendments and Waivers. Any provision of this Agreement or any other Loan Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrowers and the Required Lenders (and, if Article X or the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Lenders, (i) increase the Commitments of the Lenders, (ii) reduce the principal of or rate of interest on any Loan or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Loan or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement or (v) except as otherwise provided for herein, release any Guarantor or Pledged Stock or any Liens upon or other rights in all or any material portion of any other Collateral.

Notwithstanding any provision of the other Loan Documents to the contrary, as between the Agent and the Lenders, execution by the Agent shall not be deemed conclusive evidence that the Agent has obtained the written consent of the Required Lenders. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances, except as otherwise expressly provided herein. No delay or omission on any Lender’s or the Agent’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

11.6A.       Release of Liens. The Agent is hereby authorized and obligated, at the request and expense of the Borrowers, (a) to release the Liens arising under the Security Instruments as may be necessary to effectuate any Asset Disposition (or other sale or disposition of assets) or Debt Offering otherwise permitted hereunder, and (b) to release any Guaranty of any Subsidiary all or substantially all of the capital stock of which or other equity interests in which are being sold in an Asset Disposition otherwise permitted hereunder.

11.7.       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such fully-executed counterpart.

11.8.       Termination. The termination of this Agreement shall not affect any rights of the Borrowers, the Lenders or the Agent or any obligation of the Borrowers, the Lenders or the Agent, arising prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into or rights created or obligations incurred prior to such termination have been fully disposed of, concluded or liquidated and the Obligations arising prior to or after such termination have been irrevocably paid in full. The rights granted to the Agent for the benefit of the Lenders under the Loan Documents shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Obligations have been paid in full after the termination hereof (other than Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable, which shall continue) or the Borrowers have furnished the Lenders and the Agent with an indemnification satisfactory to the Agent and each Lender with respect thereto. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until payment in full of the Obligations unless otherwise provided herein. Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Obligations, any Lender is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force and the Borrowers shall be liable to, and shall indemnify and hold the Agent or such Lender harmless for, the amount of such payment surrendered until the Agent or such Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent or the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. Notwithstanding anything herein or in any other Loan Documents to the contrary, it is expressly understood and agreed that any and all provisions in any of the Loan Documents (other than the Warrant Agreement and the Warrants) to the effect that such Loan Document (and any Liens of any Agent or Lenders thereunder) shall not terminate unless and until all Obligations are satisfied or no longer outstanding shall be construed to refer to all Obligations other than those arising from or under the Warrant Agreement or the Warrants and it shall not be a condition to such termination that any or all of the Obligations arising from or under the Warrant Agreement or the Warrants be satisfied or no longer outstanding.

60

11.9.       Indemnification. (a) The Borrowers agree to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective attorneys, officers, directors and employees (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loan, except to the extent such claim, damage, loss, liability, cost, or expense is finally judicially determined to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowers, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

(b)       Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 11.9 shall survive the payment in full of the Loan and all other amounts payable under this Agreement and the Notes.

11.10.       Severability. If any provision of this Agreement or the other Loan Documents shall be determined to be illegal or invalid as to one or more of the parties hereto, then such provision shall remain in effect with respect to all parties, if any, as to whom such provision is neither illegal nor invalid, and in any event all other provisions hereof shall remain effective and binding on the parties hereto.

11.11.       Entire Agreement. This Agreement, together with the other Loan Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all previous proposals, negotiations, representations, commitments and other communications between or among the parties, both oral and written, with respect thereto.

11.12.       Agreement Controls. In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

11.13.       Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged under any of the Notes or other Loan Documents, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate (as such term is defined below). If the rate of interest (determined without regard to the preceding sentence) under this Agreement or other Loan Documents at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loan made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement or other Loan Documents had at all times been in effect. In addition, if when the Loan made hereunder is repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrowers shall pay to the Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loan made hereunder or be refunded to the Borrowers. As used in this paragraph, the term "Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

61

11.14.       Governing Law; Waiver of Jury Trial.

(a)       THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN CERTAIN PLEDGE AGREEMENTS COVERING SHARES OF DIRECT FOREIGN SUBSIDIARIES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY OUTSIDE SUCH STATE.

(b)       THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY AGREE AND CONSENT THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON, STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA OR THE COUNTY OF FULTON OR DE KALB, STATE OF GEORGIA, UNITED STATES OF AMERICA, AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF THE BORROWERS HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

(c)       THE BORROWERS AGREE THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWERS PROVIDED IN SECTION 11.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT.

(d)       NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE THE BORROWERS OR ANY OF THE BORROWERS’ PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.

(e)       IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE BORROWERS, THE AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

11.15.       Payments. All principal, interest and other amounts to be paid by the Borrowers under this Agreement and the other Loan Documents shall be made to the Agent at the Principal Office in Dollars and in immediately available funds, without setoff, deduction or counterclaim. Whenever any payment under this Agreement or any other Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time in such case shall be included in the computation of interest and fees, as applicable, and as the case may be.

11.16.       Subordination. Until the Obligations are paid in full and the Agent and the Lenders are under no further obligation to lend or extend funds or credit which would constitute Obligations, the Borrowers hereby

62

unconditionally subordinate all present and future debts, liabilities or obligations of any Guarantor or any Subsidiary which is not a Guarantor, as the case may be, to the Borrowers to the Obligations, and all amounts due under such debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected for and upon request of Agent paid over forthwith to the Agent, for the benefit of the Lenders, on account of the Obligations and, pending such payment, shall be held by the Borrowers as agent and bailee of the Agent and the Lenders separate and apart from all other funds, property and accounts of the Borrowers; provided that (a) the foregoing subordination shall not apply to the Intercompany Accounts until the Senior Credit Agreement is terminated and all obligations thereunder are paid in full, and (b) the foregoing subordination and the Borrowers’ obligations with respect thereto shall be subject to the terms of the Intercreditor Agreement. The Borrowers shall execute such further documents in favor of the Agent, for the benefit of the Lenders, to further evidence and support the purpose of this Section 11.16. The Borrowers hereby irrevocably waive and release any right or rights of subrogation or contribution existing at law, by contract or otherwise to recover all or any portion of any payment made hereunder from any Guarantor unless and until the Obligations are paid in full and the Agent and the Lenders are under no further obligation to lend or extend further credit which would constitute Obligations.

11.17.       Joint and Several Obligations. The Loan to Borrowers under this Agreement and the Obligations shall constitute one joint and several general obligation of each of the Borrowers and Guarantors. Each Borrower and Guarantor shall be jointly and severally liable to the Lenders for all Obligations hereunder, it being stipulated and agreed that the Loan inures to the benefit of each of the Borrowers and Guarantors, and that the Lenders are relying on the joint and several liability of the Borrowers and Guarantors in extending credit hereunder. Each Borrower and Guarantor agrees that the joint and several liability of the Borrowers and Guarantors shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with the Borrowers and Guarantors, each Borrower and Guarantor hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower and Guarantor hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Lenders first to resort to any other right, remedy or security; neither Borrower nor any Guarantor shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; nothing shall discharge or satisfy the liability of either Borrower or any Guarantor hereunder except the full payment and performance of all of the Obligations; any and all present and future debts and obligations of each Borrower to the other Borrower or any Guarantor are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present and future obligations of the Borrowers and Guarantors to the Lenders.

[Signatures on following pages]

63

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

MILLER INDUSTRIES, INC.

By:  /s/ Frank Madonia

      Name: Frank Madonia
      Title: Attorney-in-Fact

MILLER INDUSTRIES TOWING EQUIPMENT INC.

By:  /s/ Frank Madonia

      Name: Frank Madonia
        Title: Attorney-in-Fact

ACKNOWLEDGED AND CONSENTED TO:
	GUARANTORS:
	ACKERMAN WRECKER SERVICE, INC. A-EXCELLENCE TOWING CO. ALL AMERICAN TOWING SERVICES, INC. ALLIED GARDENS TOWING, INC. ALLIED TOWING AND RECOVERY, INC. ALTAMONTE TOWING, INC. ANDERSON TOWING SERVICE, INC. APACO, INC. ARROW WRECKER SERVICE, INC. A TO Z ENTERPRISES, INC. B&B ASSOCIATED INDUSTRIES, INC. B-G TOWING, INC. BEAR TRANSPORTATION, INC. BEATY TOWING & RECOVERY, INC. BERT’S TOWING RECOVERY      CORPORATION BOB BOLIN SERVICES, INC. BOB’S AUTO SERVICE, INC. BOB VINCENT AND SONS WRECKER      SERVICE, INC. BOULEVARD & TRUMBULL TOWING, INC.      BREWER’S, INC. BRYRICH CORPORATION C&L TOWING SERVICES, INC. CAL WEST TOWING, INC. CARDINAL CENTRE ENTERPRISES, INC. CEDAR BLUFF 24 HOUR TOWING, INC. CENTRAL VALLEY TOWING, INC. CENTURY HOLDINGS, INC. CHAD’S, INC. CHAMPION CARRIER CORPORATION CHEVRON, INC. CHICAGO METRO SERVICES, INC. CLARENCE CORNISH AUTOMOTIVE      SERVICE, INC. CLEVELAND VEHICLE DETENTION CENTER, INC. COFFEY’S TOWING, INC. COLEMAN’S TOWING & RECOVERY, INC. COMPETITION WHEELIFT, INC. D.A. HANELINE, INC. DICK’S TOWING & ROAD SERVICE, INC. DOLLAR ENTERPRISES, INC. DON’S TOWING, INC. DUGGER’S SERVICES, INC. DUN-RITE TOWING, INC. DURU, INC. DVREX, INC. E.B.T., INC. EXPORT ENTERPRISES, INC. GARY’S TOWING & SALVAGE POOL, INC. GOLDEN WEST TOWING EQUIPMENT INC.

GOOD MECHANIC AUTO CO. OF
RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG’S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL’S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
KAUFF’S, INC.
KAUFF’S OF FT. PIERCE, INC.
KAUFF’S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN’S TOWING, INC.
KING AUTOMOTIVE & INDUSTRIAL
EQUIPMENT, INC.
LAZER TOW SERVICES, INC.
LEVESQUE’S AUTO SERVICE, INC.
LINCOLN TOWING ENTERPRISES, INC.
LWKR, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL’S ACQUISITION CORP.
MERL’S TOWING SERVICE, INC.
MID AMERICA WRECKER & EQUIPMENT
SALES, INC. OF COLORADO
MIKE’S WRECKER SERVICE, INC.
MILLER FINANCIAL SERVICES GROUP, INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MOORE’S SERVICE & TOWING, INC.
MOORE’S TOWING SERVICE, INC.
MOSTELLER’S GARAGE, INC.
MURPHY’S TOWING, INC.
OFFICIAL TOWING, INC.
O’HARE TRUCK SERVICE, INC.
P. A. T., INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN’S TRUCK CENTER, INC.
PURPOSE, INC.
RAR ENTERPRISES, INC.
RANDY’S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.
RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY’S TOWING, INC.
RBEX INC.
RECOVERY SERVICES, INC.
RTIEX, INC.
R.M.W.S., INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.

ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROADONE SPECIALIZED
TRANSPORTATION, INC.
ROADONE TRANSPORTATION AND
LOGISTICS, INC.
SANDY’S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.
SOUTHWEST TRANSPORT, INC.
SPEED’S AUTOMOTIVE, INC.
SPEED’S RENTALS, INC.
SROGA’S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED’S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON’S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN COUNTY, INC.
TRUCK SALES & SALVAGE CO., INC.
WALKER TOWING, INC.
WES’S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
ENTERPRISES, INC.
WHITEY’S TOWING, INC.
WILTSE TOWING, INC.
ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.

By:  /s/ Frank Madonia

      Name: Frank Madonia
      Title: Attorney-in-Fact

BANK OF AMERICA, N.A., as Agent for the Lenders

By:                                                                                                                
Name:                                                                                                           
Title:                                                                                                             

BANK OF AMERICA, N.A.

By:         /s/ John P. McDuffie                                                         
Name:    John P. McDuffie
Title:      Vice President

Lending Office:

Bank of America, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina 28255
Attention: Agency Services
Telephone: 704-387-2470
Telefacsimile: 704-409-0009

WACHOVIA BANK, N.A.

By:          /s/ William W. Teegarden                                                
Name:    William W. Teegarden
Title:       Senior Vice President

Lending Office:

Wachovia Bank, N.A.
U.S. Corporate Finance
191 Peachtree Street North East, 28th Floor
Atlanta, Georgia 30303
Attention: William W. Teegarden
Telephone: 404-332-1345
Telefacsimile: 404-332-4136

AMSOUTH BANK

By:        /s/ M. Rex Hamilton                                                         
Name:   M. Rex Hamilton
Title:     Commercial Banking Officer

Lending Office:

AmSouth Bank
1900 5^th Ave. North, AST 6^th Floor
Birmingham, Alabama 35203
Attention: Rex Hamilton
Telephone: 205-320-7116
Telefacsimile: 205-326-4790

SUNTRUST BANK

By:        /s/ Samuel Ballesteros                                                       
Name:   Samuel Ballesteros
Title:     Director

Lending Office:

SunTrust Bank
201 Fourth Avenue North, 12th Floor
Nashville, Tennessee 37219
Attention: Samuel Ballesteros
Telephone: 615-748-4737
Telefacsimile: 615-748-5700

EXHIBIT A

Applicable Commitment Percentages

Applicable

Commitment

Lender	Commitment	Applicable  Commitment  Percentage
Bank of America, N.A.	$7,600,000.00	54.2857142857%
Wachovia Bank, N.A.	$2,400,000.00	17.1428571429%
AmSouth Bank, f/k/a First American National Bank	$2,000,000.00	14.2857142857%
SunTrust Bank	$2,000,000.00	14.2857142857%

A-1

EXHIBIT B

Form of Assignment and Acceptance

DATED _________, ___

Reference is made to the Amended an Restated Credit Agreement dated as of July 23, 2001 (as from time to time amended, restated, supplemented, modified, or replaced, the "Agreement") among MILLER INDUSTRIES, INC., a Tennessee corporation ("Miller"), MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware Corporation ("Miller Towing," and together with Miller, the "Borrowers"), the Lenders (as defined in the Agreement), and Bank of America, N.A., as Agent for the Lenders ("Agent"). Unless otherwise defined herein, terms defined in the Agreement are used herein with the same meanings.

The "Assignor" and the "Assignee" referred to on Schedule 1 agree as follows:

1.       The Assignor hereby sells and assigns to the Assignee, WITHOUT RECOURSE and without representation or warranty except as expressly set forth herein, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents (including the Warrant Agreement) as of the date hereof equal to the percentage interest in the Commitment specified on Schedule 1. After giving effect to such sale and assignment, the Assignee’s Term Loan Commitment and the amount of the Loan owing to the Assignee will be as set forth on Schedule 1.

2.       The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note held by the Assignor and requests that the Agent exchange such Note for a new Note payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and to the Assignor in an amount equal to the Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.       The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 4.6.

4.       Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent and approval by Miller if required under the Credit Agreement. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Agent and approval by Miller if required under the Credit Agreement, unless otherwise specified on Schedule 1.

5.       Upon such acceptance and recording by the Agent and approval by Miller if required under the Credit Agreement, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents (including the Warrant Agreement), and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

B-1

6.        Upon such acceptance and recording by the Agent and approval by Miller if required under the Credit Agreement, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves.

7.       This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of Georgia.

8.       This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telefacsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.

B-2

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance and Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

[NAME OF ASSIGNOR], as Assignor

By:___________________________________

Title:__________________________________

Dated:______________________, 20 _

[NAME OF ASSIGNEE], as Assignee

By:___________________________________

Title:

Lending Office:

Accepted [and Approved] *
this ___ day of ___________, 20 _

BANK OF AMERICA, N.A., as Agent

By:_________________________________________
Title:

[Approved this ____ day
of ____________, 20__

MILLER INDUSTRIES, INC.

By:                                                             ]*
Title:

* Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee".

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SCHEDULE 1

to

ASSIGNMENT AND ACCEPTANCE

Percentage interest of Commitment assigned	________%
Assignee’s Commitment:	$_______
Aggregate outstanding principal amount of Loan assigned:	$_______
Principal amount of Note payable to Assignee:	$_______
Principal amount of Note payable to Assignor:	$_______
Effective Date (if other than date of acceptance by Agent):	_______, 20__

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EXHIBIT C

Notice of Appointment (or Revocation) of Authorized Representative

Reference is hereby made to the Amended and Restated Credit Agreement dated as of July 23, 2001 (the "Agreement") among MILLER INDUSTRIES, INC., a Tennessee corporation ("Miller"), MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation ("Miller Towing," and together with Miller the "Borrowers"), the Lenders (as defined in the Agreement), and Bank of America, N.A., as Agent for the Lenders ("Agent"). Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement.

Miller hereby nominates, constitutes and appoints each individual named below as an Authorized Representative under the Loan Documents, and hereby represents and warrants that (i) set forth opposite each such individual’s name is a true and correct statement of such individual’s office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by Miller to act as Authorized Representative under the Loan Documents:

Name and Address	Office	Specimen Signature
____________________________ ____________________________ ____________________________	_______________________	__________________________
____________________________ ____________________________ ____________________________	___________________________	___________________________

Miller hereby revokes (effective upon receipt hereof by the Agent) the prior appointment of ________________ as an Authorized Representative.

This the ___ day of __________________, 20__.

MILLER INDUSTRIES, INC.

By:________________________________
Name:_____________________________
Title:______________________________

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EXHIBIT D

Form of Note

Promissory Note
(Term Loan)

$__________________________	Charlotte, North Carolina
	July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee ("Miller") and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee ("Miller Towing") (Miller and Miller Towing each are referred to as a "Borrower" and collectively, the "Borrowers"), hereby promise to pay to the order of ________________________________ (the "Lender"), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the "Agent"), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the "Lenders") and the Agent (as amended, supplemented or restated and in effect from time to time, the "Agreement"; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of ____________________________ DOLLARS ($___________) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

Each Borrower shall be jointly and severally liable as a primary obligor.

If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed as provided in the Agreement.

This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

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The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the "Existing Notes"). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
_________________________________ ___________________________Secretary	By:___________________________________________ Name:_________________________________________ Title:__________________________________________
(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
_________________________________ ___________________________Secretary	By:___________________________________________ Name:_________________________________________ Title:__________________________________________
(SEAL)

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EXHIBIT E

Form of Opinion of Borrowers’ and Guarantors’ Counsel

	Attorneys at Law Suite 2800 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: 404.815.6500 Facsimile: 404.815.6555 Web site: www.kilpatrickstockton.com
July 23, 2001	E-mail: HJordan@KilpatrickStockton.com Direct Dial: 404.815.6362

TO:	Each of the Agent and the Lenders party to the Credit Agreement referenced below
	Re:	Amended and Restated Credit Agreement, dated as of July 23, 2001, among Miller Industries, Inc., Miller Industries Towing Equipment Inc., each of the Lenders listed on the signature pages thereof, and Bank of America, N.A., as Agent (the "Credit Agreement")

Ladies and Gentlemen:

This opinion is furnished pursuant to Section 5.1 of the Credit Agreement. Capitalized terms used herein which are defined in the Credit Agreement shall have the respective meanings set forth or referred to in the Credit Agreement unless otherwise defined herein.

We have acted as counsel for Miller Industries, Inc., a Tennessee corporation ("Miller"), Miller Industries Towing Equipment Inc., a Delaware corporation ("Towing"; Miller and Towing are herein collectively called the "Borrowers"), and the Guarantors listed on Schedule 1 attached hereto (collectively, together with Borrowers, the "Credit Parties"), in connection with the preparation, negotiation, execution and delivery of the following documents (collectively, the "Documents"):

(i)	The Credit Agreement;
(ii)	The Notes dated July 23, 2001 and issued by Borrower;
(iii	The Guaranties, dated as of January 30, 1998, May 15, 1998, August 14, 1998, October 27, 1998, October 28, 1998, November 12, 1998, February 12, 1999, May 13, 1999, July 20, 1999, November 4, 1999, February 14, 2000 and May 19, 2000 executed by the Guarantors;
(iv)	The Pledge Agreement, dated as of January 30, 1998, executed by Miller, as supplemented by the Stock Pledge Agreement Supplements, dated as of May 15, 1998, August 14, 1998, October 27, 1998, October 28, 1998, November 12, 1998, February 12, 1999, May 13, 1999, July 20, 1999, November 4, 1999 and February 14, 2000 executed by Miller;
(v)	The Pledge Agreements, dated as of January 30, 1998, May 15, 1998, October 27, 1998, November 12, 1998, February 12, 1999 and May 13, 1999 executed by Road One, Inc., Century Holdings, Inc., O’Hare Truck Service, Inc., Southern Wrecker Sales, Inc., Vulcan International (Delaware), Inc., Champion Carrier Corporation, and Miller Industries International, Inc., B-G Towing, Inc., Great America Towing, Inc., Suburban Wrecker Service, Inc. and Kauff’s, Inc. (collectively, together with Miller, the "Pledgors"), as supplemented by the Stock Pledge Agreement Supplements, dated as of October 27, 1998, February 12, 1999 and May 19, 2000, executed by Road One, Inc.;

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(vi)	The Security Agreements, dated as of July 27, 1999, November 4, 1999, February 14, 2000 and May 19, 2000 executed by the Credit Parties;
(vii)	The Intellectual Property Security Agreement, dated as of July 27, 1999, executed by the Credit Parties;
(viii)	The Assignment of Lessee’s Interest in Leases, dated as of July 27, 1999, executed by Road One, Inc.;
(ix)	The Custodial Administration Agreement, dated as of July 23, 2001, among the Credit Parties, the Agent, the Senior Agents and VINtek, Inc.;
(x)	The Power of Attorney, dated as of July 23, 2001, executed by the Credit Parties;
(xi)	Collateral Assignment of Deed of Trust, dated as of July 23, 2001, executed by Miller;
(xii)	Collateral Assignment of Security Documents, dated as of July 23, 2001, executed by Towing;
(xiii)	Warrant Agreement, dated as of July 23, 2001, executed by Miller; and
(xiv)	The Uniform Commercial Code financing statements naming each Credit Party as debtor and the Agent as secured party (collectively, "Financing Statements") which were filed in the Office of the Secretary of State of Tennessee (the "Filing Office") prior to July 1, 2001.

In connection with this opinion, we have examined and relied on executed originals of the Documents and on the factual matters contained in the following certificates or documents relating to the Credit Parties:

(a)	Certificate of the Secretary or Assistant Secretary, as appropriate, of each of the Credit Parties, dated as of the date hereof, respecting (i) the Articles or Certificate of Incorporation and Bylaws of such Credit Party, (ii) the authorizing resolutions adopted by the Board of Directors (or duly constituted committee of the Board of Directors) of such Credit Party, and (iii) the incumbency of officers of such Credit Party;
(b)	Supporting Certificate of Miller dated as of the date hereof, a copy of which is attached hereto as Exhibit A; and
(c)	The certificates of good standing/existence of the Credit Parties which are listed on Schedule 2 attached hereto.

Whenever any opinion or confirmation of fact set forth in this opinion letter is qualified by the words "to our knowledge", "known to us" or other words of similar meaning, such words mean the current awareness by lawyers in the Primary Lawyer Group (defined below) of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified. "Primary Lawyer Group" means the lawyer who signs this opinion letter and, solely as to information relevant to an opinion or confirmation issue, any other lawyer in this firm who is primarily responsible for providing the response concerning the particular issue. Except as may be expressly described herein, we have not undertaken any investigation to determine the existence or absence of facts and no inference as to our knowledge of the existence or absence of facts should be drawn from our serving as outside counsel for the Credit Parties.

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As to various factual matters that are material to our opinions set forth herein, we have relied on the representations and warranties of the Credit Parties set forth in the Documents and certificates executed by officers of the Credit Parties, as well as on the statements contained in the various certificates described above, with respect to such factual matters. We also have relied on certificates of or telephone confirmations from public officials. We have not independently verified, nor do we assume any responsibility for, the factual accuracy or completeness of any such representations, warranties, statements or certificates.

Moreover, our review of the Documents was conducted, and our opinions thereon are rendered, only as of the dates of execution, delivery and effectiveness of the same as indicated hereinabove, and we have not undertaken any investigation to determine the continued existence or absence of any facts upon which such documents or opinions are predicated.

We have assumed: (i) the genuineness of all signatures (other than signatures on behalf of Credit Parties) on, and authenticity of, all documents (other than the Documents) submitted to us as originals and the conformity to original documents of all documents submitted to us as copies; and (ii) the due authorization, execution and delivery of all Documents by all parties thereto (other than the Credit Parties).

We also have assumed that the Lenders and the Agent each have all requisite power and authority to enter into and perform their respective obligations under the Documents, that the Documents have been duly authorized, executed and delivered by the Lenders and the Agent, and that the Documents constitute the legal, valid and binding obligations of the Lenders and the Agent. We also have assumed that the making of the Loans by the Lenders will not violate any applicable laws regulating the types or amounts of loans, extensions of credit, or investments that such parties may properly make (other than the laws described in paragraphs numbered 7, 9 and 10 below).

We also have assumed that the proceeds of any and all Loans will be used in accordance with the terms of the Credit Agreement.

We also have assumed, with your permission and without independent investigation or inquiry, the following:

(1)       Each Credit Party has, before or concurrently with the execution and delivery of the Security Agreement, rights in the Collateral of such Credit Party covered by the Security Agreement, including that portion of such Collateral which constitutes personal property (other than fixtures) of a type (i) in which a security interest may be granted and perfected under the provisions of Article 9 of the Uniform Commercial Code as in effect in the State of Tennessee (the "State") on this date (the "UCC"), and (ii) as to which federal law has not preempted the UCC with respect to the validity, enforceability, or perfection of security interests therein (such portion of such Collateral being herein collectively called the "UCC Collateral");

(2)       The location of the principal place of business and chief executive office of each of the Credit Parties is and will remain located within the State of Tennessee;

(3)       All of the UCC Collateral is situated or located within the State of Tennessee; and

(4)       Each Financing Statement gives a correct mailing address for the debtor named therein and a correct address of the secured party named therein from which information concerning the security interest to be perfected thereby may be obtained and each Financing Statement filed on or after July 1, 2001 gives the correct organization number of the debtor named therein.

We also have made such investigations of law as we have deemed necessary as the basis for the opinions expressed herein.

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Based on the foregoing, and subject to the exceptions and qualifications set forth below, it is our opinion that:

1.       Each Borrower is a corporation validly existing and in good standing under the laws of the state of its incorporation as set forth above and is duly qualified to transact business as a foreign corporation and is in good standing in the States of Georgia and Oregon in the case of Miller and in the State of Tennessee in the case of Towing. Each Borrower has full corporate power and authority to own its assets and conduct the businesses in which it is now engaged as known to us and has full corporate power and authority to enter into each Document to which it is a party and to perform its obligations thereunder.

2.       Each of the Documents to which each Borrower is a party has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation, instrument or agreement (as the case may be) of such Borrower, enforceable against such Borrower in accordance with its respective terms.

3.       Except to the extent expressly noted on Schedule 1 attached hereto, each Guarantor is a corporation validly existing and in good standing under the laws of its state of incorporation as set forth on Schedule 1 attached hereto and is duly qualified to transact business as a foreign corporation in the jurisdiction or jurisdictions specified with respect to such Guarantor on Schedule 1 attached hereto. Each Guarantor has full corporate power and authority to own its assets and to conduct the businesses in which it is now engaged as known to us and has full corporate power and authority to enter into each of the Documents to which it is a party and to perform its obligations thereunder.

4.       Each of the Documents to which each Guarantor is a party has been duly authorized, executed and delivered by such Guarantor and constitutes the legal, valid and binding obligation, instrument or agreement (as the case may be) of such Guarantor, enforceable against such Guarantor in accordance with its respective terms.

5.       Neither the execution or delivery by any Credit Party of, nor performance by any Credit Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute a breach of (i) the Certificate or Articles of Incorporation or the Bylaws of any Credit Party, (ii) any laws, rules or regulations applicable to any Credit Party, (iii) except as set forth on Schedule 4 attached hereto, to our knowledge, any contract or other agreement to which any Credit Party is a party or by which any of its properties is bound, (iv) to our knowledge, any judgment, writ, determination, order, decree or arbitral award to which any Credit Party is a party or by which any Credit Party or any of its properties is bound, (v) requires the consent of, notice to, license from or filing with any Governmental Authority which has not been duly obtained or made on or prior to the date hereof (other than such filings as may be necessary in order to perfect any of the Liens of the Agent or the Lenders under the Documents), or (vi) does or will result in the creation or imposition of any lien, pledge, charge or encumbrance of any nature upon or with respect to any of the properties of any Credit Party (other than any Liens of the Agent and the Lenders under the Documents).

6.       Except as disclosed on Schedule 6.10 to the Credit Agreement, to our knowledge there is on this date no pending or threatened action, suit, investigation or proceeding (including, without limitation, any action, suit, investigation or proceeding under any environmental or labor law) before or by any court or governmental department, commission, board, bureau, instrumentality, agency or arbitral authority, (i) which calls into question the validity or enforceability of any of the Documents or the titles to their respective offices or authority of any of the officers of any Credit Party or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

7.       None of the transactions contemplated by the Credit Agreement, including, without limitation, the use of the proceeds of the Loans, would violate or result in the violation of Section 7 of the Securities Exchange Act of 1934, as amended, any regulations of the Securities and Exchange Commission issued pursuant thereto, or Regulation T, U or X of the Board of Governors of the Federal Reserve System.

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8.       The Financing Statements were in the appropriate form for filing in the Filing Office. The Security Agreement is effective to create valid security interests in favor of the Agent, for the benefit of the Lenders, in the UCC Collateral. The security interests created by the Security Agreements, to the extent they may be perfected by the filing in the State of Tennessee of UCC financing statements, were perfected upon the filing of the Financing Statements in the Filing Office, which Filing Office was the only office in the State of Tennessee in which the Financing Statements were required to be filed at the time of such filing in order to perfect the Agent’s security interests in the UCC Collateral under the Security Agreement.

9.       The Pledge Agreements create valid security interests in favor of the Agent, for the benefit of the Lenders, in the Pledged Stock covered by the Pledge Agreements. All of the shares of the Pledged Stock of the Domestic Subsidiaries covered by the Pledge Agreements are duly authorized, validly existing, fully paid and nonassessable. Based on our review of the minute books and stock transfer records of the Domestic Subsidiaries, the certificates listed on Schedule 3 attached hereto are now the sole instruments representing the shares of such Pledged Stock. The security interests created by the Pledge Agreements, to the extent they may be perfected by the filing in the State of Tennessee of UCC financing statements, were perfected upon the filing of the Financing Statements in the Filing Office, which Filing Office was the only office in the State of Tennessee in which the Financing Statements were required to be filed at the time of such filing in order to perfect the Agent’s security interests in the Pledged Stock under the Pledge Agreements.

10.       None of the Credit Parties is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

11.       None of the Credit Parties is a "public utility company", "holding company" or a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Our opinions set forth above are subject to the following qualifications:

A.        Our opinions herein are limited to (i) the laws of the States of Georgia and North Carolina, (ii) any applicable federal laws of the United States, (iii) Articles 8 and 9 of the Uniform Commercial Code as in effect as of this date in the State of Tennessee (the "Tennessee UCC"), and (iv) the General Corporation Law of the State of Delaware, the Florida Business Corporation Act, the Kentucky Business Corporation Act, the Business Corporation Act of the State of Illinois, the General Corporation Law of the State of Maryland, the Business Corporation Act of Michigan, the Business Corporation Act of the State of Mississippi, the General and Business Corporation Law of the State of Missouri, the Business Corporation Act of the State of Oregon, the Corporation Law of the Commonwealth of Pennsylvania, the Business Corporation Act of the State of Tennessee and Texas Business Corporation Act (such state corporation laws and acts, other than those of the State of Georgia, being herein collectively called the "Other Corporate Laws"). We are not members of state bar of Delaware, Florida, Illinois, Kentucky, Maryland, Michigan, Mississippi, Missouri, Oregon, Pennsylvania, Tennessee or Texas and we do not purport to be experts on the laws of the such states. To the extent that our opinions herein involve consideration of any of the Other Corporate Laws, such consideration is based on our review of unofficial compilations thereof published by Prentice Hall Information Services as supplemented as of the date hereof. To the extent that our opinions herein involve consideration of the Tennessee UCC, such consideration is based on our review of an unofficial compilation thereof published by Commerce Clearing House as supplemented as of the date hereof. We express no opinion herein with respect to any laws of the States of Delaware, Florida, Illinois, Kentucky, Maryland, Michigan, Mississippi, Missouri, Oregon, Pennsylvania, Tennessee or Texas other than the Other Corporate Laws and the Tennessee UCC. We express no opinion herein as to the effect (if any) which the laws of any jurisdiction in which any Foreign Subsidiary is formed may have on the validity, perfection or priority of the Agent’s security interest under any Pledge Agreement in any of the Collateral which constitutes Pledged Stock of such Foreign Subsidiary.

B.       Our opinions herein regarding the validity, legality, binding effect or enforceability of any Document or the validity, legality, enforceability, perfection or priority of any Lien of the Agent or Lenders thereunder are subject to: (i) the effect of applicable bankruptcy, fraudulent transfer, moratorium, insolvency, reorganization, or other similar laws affecting the rights of creditors generally; and (ii) the effect of general principles of equity, whether applied by a court of equity or law.

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C.       With respect to our opinions herein regarding the enforceability of any Documents or the Agent’s or Lenders’ Liens thereunder, we have assumed that, to the extent that any applicable law would require that any rights or remedies of the Lenders or the Agent set forth in such Documents or relating to such Liens be exercised by any Lender or the Agent in good faith or in a reasonable or commercially reasonable manner as a condition to the enforceability thereof, such Lender or Agent will observe and satisfy such legal requirements.

D.       Our opinions in paragraphs number 8 and 9 above are subject to the following additional exceptions, assumptions and qualifications: (i) we note that the perfection and priority of the Agent’s security interest under and Pledge Agreement or the Security Agreement in any proceeds of the Pledged Stock or the UCC Collateral covered thereby may be limited under Section 9-315 of the Uniform Commercial Code as in effect in any applicable jurisdiction, and we also note that Section 552 of the U.S. Bankruptcy Code limits the extent to which property acquired by a debtor after commencement of a case under the U.S. Bankruptcy Code may be subject to a security interest arising under a security agreement entered into by the debtor prior to the commencement of such case; (ii) we express no opinion with respect to the perfection of the security interests created under the Pledge Agreement or the Security Agreement in such of the Collateral covered thereby which constitutes property of a type in which a security interest must be perfected under the UCC other than by the filing of a UCC financing statement in the State of Tennessee; (iii) we call your attention to the fact that the perfection of a security interest perfected by the filing of a financing statement in the State of Tennessee will be terminated (1) pursuant to Section 9-507(c) of the UCC, as to any property covered thereby which is acquired by a debtor more than four months after such debtor so changes its name as to make the financing statement seriously misleading unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed before the expiration of such four-month period, (2) pursuant to Section 9-316 of the UCC, four months after a debtor changes its location, which, for a "registered organization" (as such term is defined in the UCC), includes becoming organized under the laws of a state other than its state of incorporation as indicated on Schedule 1 attached hereto, and (3) pursuant to Section 9-316, one year after the transfer of any UCC Collateral by the debtor to a person that thereby becomes a debtor and is located in another jurisdiction, including without limitation any merger or consolidation of the debtor into another person, unless such security interest becomes perfected under the laws of such other jurisdiction prior to such termination; (iv) we express no opinion as to the validity, perfection or priority of the security interest with respect to any UCC Collateral in the possession of any Credit Party on a "sale on approval" basis or a "consignment" basis as set forth in &sec; 9-403 of the UCC; and (v) we note that, under Section 9-515 of the UCC, in order to continue the perfection of a secured party’s security interest, a continuation statement with respect to the financing statement must be filed within the period of six months prior to the expiration of five years from the date of filing the financing statement. The opinions expressed in paragraphs 8 and 9 above also are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the rights of creditors, including the United States Bankruptcy Code in its entirety. Except to the extent expressly stated in paragraph 9 above, we express no opinion herein with respect to any Credit Party’s title to any of the Pledged Stock and the Collateral. Except to the extent expressly stated in paragraph number 8 above, we express no opinion herein with respect to the perfection or priority of the Agent’s Liens under the Documents. We call your attention to the fact that any security interest created under the Security Agreement in any of the Collateral consisting of accounts, chattel paper or general intangibles may be subject to the rights, claims or defenses of the account debtor obligated thereon and to the terms of any applicable agreement between the applicable Credit Party and such account debtor.

E.       We express no opinion herein as to the legality, validity, binding effect or enforceability of any of the following provisions in the Documents: (i) any provisions which purport to waive any defense, counterclaim, set-off or deduction arising from any violation by any Lender or Agent of any applicable federal or state securities or usury laws, any fraud or duress on the part of any Lender or Agent, or any failure on the part of any Lender or Agent to give notice of a disposition of any personal property collateral other than in a commercially reasonable manner; (ii) any provisions which purport to grant any Lender or Agent a right of offset against special accounts; (iii) any provisions which purport to permit any Lender or Agent to give notice of the time and place of any sale or other intended disposition of any personal property collateral for a period or in a manner which may be deemed to be manifestly unreasonable or to the extent such provisions purport to constitute an agreement prior to

E-6

 default that any sale or other disposition by any Lender or Agent of any personal property collateral shall be deemed to have been made in a commercially reasonable manner; (iv) any provisions which submit any person to the personal jurisdiction or venue of any particular court for the enforcement of any Documents or waive any personal rights under the laws of any jurisdiction to object to the jurisdiction or venue of any court for the purpose of litigation to enforce any of the Documents or which purport to waive any right to a trial by jury or which purport to waive the application of any statute of limitation; and (v) any provisions of any of the Documents which purport to waive any defense based upon any election of remedies by any of the Lenders or Agent. Further, we are unable to opine that any provisions of any of the Credit Documents which provide for the giving of notice by mail will not be interpreted by a court as requiring actual receipt of the notice by the addressee, notwithstanding any agreement of the parties that posting by mail constitutes sufficient giving of such notice. We also note that, to the extent that any of the Documents require any Credit Party to pay the attorney’s fees of any Lender or Agent, such provisions may be subject to compliance with any prior notice requirements or any dollar limitations on collectible attorney’s fees that may be imposed under applicable law. We also note that the enforceability of provisions in the Documents to the effect that any failure to exercise or any delay in exercising rights or remedies thereunder will not operate as a waiver thereof or that any modification to the Documents or any waivers of the rights and remedies thereunder can only be made in writing may be subject to any applicable laws which give effect to mutual departures from the strict terms of written contracts.

F.       Certain waivers of notices and other rights and remedial provisions contained in the Documents may be unenforceable under applicable law, but the Documents contain adequate other provisions for enforcing payment of the obligations evidenced, guaranteed or secured thereby and for the practical realization of the security and other rights and remedies afforded thereby, and the inclusion of such waivers, rights and remedial provisions in the Documents does not affect the legality, validity or binding effect of such Documents or affect the enforceability of the other provisions of the Documents.

G.       We express no opinion herein as to the legality, validity, binding effect or enforceability of any indemnification provisions in any of the Documents to the extent that the enforcement thereof would contravene matters of public policy.

This letter has been delivered solely for the benefit of the Lenders, the Agent and their respective counsel pursuant to Section 5.1 of the Credit Agreement and may not be relied upon by any other person or entity or for any other purpose without our express written permission. We expressly disclaim any duty to update this letter in the future in the event there are any changes in relevant fact or law that may change or otherwise affect any of the opinions or confirmations expressed herein.

Very truly yours,

KILPATRICK STOCKTON LLP

By:___________________________
Hilary P. Jordan, a Partner

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EXHIBIT A

SUPPORTING CERTIFICATE

The undersigned, Frank Madonia, in his capacity as Executive Vice President, Secretary and General Counsel of Miller Industries, Inc., a Tennessee corporation ("Miller"), has executed this Certificate in connection with the legal opinion of even date (the "Opinion") to be rendered by Kilpatrick Stockton LLP pursuant to Section 5.1 of that certain Amended and Restated Credit Agreement, dated as of July 23, 2001, as amended (the "Credit Agreement"), among Miller, Miller Industries Towing Equipment Inc., the Lenders listed therein, and Bank of America, N.A., as Agent. The undersigned authorizes Kilpatrick Stockton LLP to rely on the matters set forth in this Certificate in rendering the Opinion. This Certificate may not be relied on by any person other than Kilpatrick Stockton LLP or such Lenders, such Agent, and their respective counsel, or for any purpose other than the credit transactions contemplated by the Credit Agreement without the express prior written consent of the undersigned. Capitalized terms used in this Certificate shall have the meanings set forth or referred to in the Opinion unless otherwise defined herein.

Whenever any statement herein with reference to the existence or absence of any facts is indicated to be based on the undersigned’s knowledge or awareness, it is intended to signify that such indication is to the best of his present knowledge obtained during the general and ordinary course of exercising his duties as Executive Vice President, Secretary and General Counsel of Miller. The undersigned has not undertaken any independent investigation to determine the existence or absence of such facts and no inference as to his knowledge of the existence or absence of such facts should be imputed to him or drawn from his serving as Executive Vice President, Secretary and General Counsel of Miller.

The undersigned knows of no reason why he, Kilpatrick Stockton LLP, the Lenders and the Agent are not justified in relying on the representations and warranties given on the Closing Date by Miller and the other Credit Parties in the Credit Agreement or any other Loan Document and the certificates of the various officers of Miller and the other Credit Parties furnished on the Closing Date in connection therewith.

Subject to the foregoing, the undersigned, in his representative capacity as Executive Vice President, Secretary and General Counsel of Miller, hereby certifies, to the best of his actual knowledge, that:

12.       Each Credit Party has at all material times had a registered agent and office in the state of its incorporation and has notified the Secretary of State of such state of any change in its registered agent or registered office or any resignation of its registered agent or any discontinuation of its registered office, and no Credit Party has received any notice from such Secretary of State of any determination that any grounds exist for administratively dissolving such Credit Party, and no Credit Party has received notice of the commencement of any proceeding to judicially dissolve such Credit Party, and neither the board of directors nor the shareholders of such Credit Party have taken any action with respect to the dissolution of such Credit Party, and no Credit Party has filed any notice of intent to dissolve with such state.

13.       Neither the execution or delivery by any Credit Party of, nor performance by any Credit Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute a breach of (i) the Certificate or Articles of Incorporation or the Bylaws of any Credit Party, (ii) any laws, rules or regulations applicable to any Credit Party, (iii) any contract or other agreement to which any Credit Party is a party or by which any of its properties is bound, (iv) any judgment, writ, determination, order, decree or arbitral award to which any Credit Party is a party or by which any Credit Party or any of its properties is bound, (v) requires the consent of, notice to, license from or filing with any Governmental Authority which has not been duly obtained or made on or prior to the date hereof (other than such filings as may be necessary in order to perfect any of the Liens of the Agent or the Lenders under the Documents), or (vi) does or will result in the creation or imposition of any lien, pledge, charge or encumbrance of any nature upon or with respect to any of the properties of any Credit Party (other than any Liens of the Agent and the Lenders under the Documents).

14.       Except as disclosed on Schedule 6.10 to the Credit Agreement, there is on this date no pending or threatened action, suit, investigation or proceeding (including, without limitation, any action, suit, investigation or proceeding under any environmental or labor law) before or by any court or governmental department, commission, board, bureau, instrumentality, agency or arbitral authority, (i) which calls into question the validity or enforceability of any of the Documents or the titles to their respective offices or authority of any of the officers of any Credit Party or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

E-8

15.       All of the shares of the Pledged Stock of the New Domestic Subsidiaries covered by the Pledge Agreements are duly authorized, validly existing, fully paid and nonassessable. The certificates listed on Schedule 3 attached to the Opinion are now the sole instruments representing the shares of such Pledged Stock.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ___ day of July, 2001.

________________________________________-
FRANK MADONIA
Executive Vice President, Secretary and General Counsel of Miller Industries, Inc.

E-9

SCHEDULE 1

GUARANTORS

Name of Entity	State of Incorporation	State(s) of Qualification
Miller Industries, Inc.	Tennessee	Georgia Oregon
A-Excellence Towing Co.	Delaware	Illinois
Ackerman Wrecker Service, Inc.	Delaware	Georgia
All American Towing Services, Inc.	Delaware	Florida
Allied Gardens Towing, Inc.	Delaware	California
Allied Towing and Recovery, Inc.	Delaware	Oklahoma
Altamonte Towing, Inc.	Delaware	Florida
Anderson Towing Service, Inc.	Delaware	Nevada
APACO, Inc.	Delaware	Tennessee
Arrow Wrecker Service, Inc.	Delaware	Oklahoma
A to Z Enterprises, Inc.	Delaware	California
B&B Associated Industries, Inc.	Delaware	Illinois Indiana
B-G Towing, Inc.	Delaware	Oregon
Bear Transportation, Inc.	Delaware	Florida
Beaty Towing & Recovery, Inc.	Delaware	North Carolina
Bert’s Towing Recovery Corporation	Delaware	Illinois Indiana
Bob’s Auto Service, Inc.	Delaware	Colorado
Bob Bolin Services, Inc.	Delaware	Missouri
Bob Vincent and Sons Wrecker Service, Inc.	Kentucky	None
Boulevard & Trumbull Towing, Inc.	Delaware	Michigan
Brewer’s, Inc.	Delaware	Michigan
Bryrich Corporation	Delaware	California
C&L Towing Services, Inc.	Delaware	New Jersey
Cal West Towing, Inc.	Delaware	California
Cardinal Centre Enterprises, Inc.	California	None
Cedar Bluff 24 Hour Towing, Inc.	Delaware	Tennessee
Central Valley Towing, Inc.	Delaware	California
Century Holdings, Inc.	Tennessee	None
Chad’s, Inc.	Delaware	Georgia
Champion Carrier Corporation	Delaware	Pennsylvania
Chevron, Inc.	Pennsylvania	None
Chicago Metro Services, Inc.	Illinois	None
Clarence Cornish Automotive Service, Inc.	Delaware	Texas
Cleveland Vehicle Detention Center, Inc.	Delaware	Ohio
Coffey’s Towing, Inc.	Delaware	Ohio
Coleman’s Towing & Recovery, Inc.	Michigan	None
Competition Wheelift, Inc.	Delaware	California
D.A. Haneline, Inc.	Delaware	Ohio
DVREX, Inc.	Texas	None
Dick’s Towing & Road Service, Inc.	Delaware	Washington
Dollar Enterprises, Inc.	Delaware	Florida
Don’s Towing, Inc.	Delaware	Illinois

E-10

Name of Entity
State of Incorporation State(s) of Qualification

Dugger’s Services, Inc.	Delaware	New Mexico
Dun-Rite Towing Inc.	Delaware	New York
DuRu, Inc.	Delaware	California
E.B.T., Inc.	Delaware	Michigan
Export Enterprises, Inc.	Delaware	Massachusetts
Gary’s Towing & Salvage Pool, Inc.	Delaware	Arizona
Golden West Towing Equipment Inc.	Delaware	California
Good Mechanic Auto Co. of Richfield, Inc.	Delaware	Ohio
Great America Towing, Inc.	Delaware	California
Greg’s Towing, Inc.	Delaware	Florida
H&H Towing Enterprises, Inc.	Delaware	North Carolina
Hall’s Towing Service, Inc.	Delaware	Mississippi
Hendrickson Towing, Inc.	Delaware	New York
H.M.R. Enterprises, Inc.	Maryland	None
Interstate Towing & Recovery, Inc.	Delaware	Florida
Kauff’s, Inc.	Delaware	Florida
Kauff’s of Ft. Pierce, Inc.	Florida	None
Kauff’s of Miami, Inc.	Florida	None
Kauffs of Palm Beach, Inc.	Florida	None
Ken’s Towing, Inc.	Delaware	Washington
King Automotive & Industrial Equipment, Inc.	Delaware	Florida
Lazer Tow Services, Inc.	Delaware	Missouri
Levesque’s Auto Service, Inc.	Delaware	Massachusetts
LWKR, Inc.	Delaware	Texas
Lincoln Towing Enterprises, Inc.	Delaware	Washington
M&M Towing and Recovery	Delaware	Ohio
Maejo, Inc.	Delaware	Oregon
Mel’s Acquisition Corp.	Delaware	None
Merl’s Towing Service, Inc.	Delaware	Michigan
Mid America Wrecker & Equipment Sales, Inc. of Colorado	Delaware	Colorado
Mike’s Wrecker Service, Inc.	Delaware	Michigan
Miller Financial Services Group, Inc.	Tennessee	Arizona California Florida Georgia Michigan Mississippi New Jersey New York Ohio Pennsylvania Texas
Miller/Greeneville, Inc.	Tennessee	None
Miller Industries Distributing, Inc.	Delaware	None
Miller Industries International, Inc.	Tennessee	None
Miller Industries Towing Equipment Inc.	Delaware	Louisiana Tennessee
Moore’s Service & Towing, Inc.	Delaware	Indiana

E-11

Name of Entity
State of Incorporation State(s) of Qualification

Moore’s Towing Service, Inc.	Delaware	Indiana
Mosteller’s Garage, Inc.	Delaware	Tennessee
Murphy’s Towing, Inc.	Delaware	Florida
Official Towing, Inc.	Delaware	Michigan
O’Hare Truck Service, Inc.	Delaware	Illinois
P.A.T., Inc.	Delaware	Illinois
Pipes Enterprises, Inc.	Delaware	Missouri
Pro Tow, Inc.	Delaware	Massachusetts
Pullen’s Truck Center, Inc.	Delaware	New York
Purpose, Inc.	Delaware	Missouri
RAR Enterprises, Inc.	Delaware	District of Columbia Maryland
RMA Acquisition Corp.	Delaware	None
RRIC Acquisition Corp.	Delaware	None
Randy’s High Country Towing, Inc.	Delaware	Colorado
Ray Harris, Inc.	Delaware	North Carolina
Ray’s Towing, Inc.	Delaware	Wisconsin
RBEX, Inc.	Delaware	Texas
Recovery Services, Inc.	Delaware	New Mexico
RTIEX, Inc. (f/k/a Retriever Towing, Inc.)	Oregon	None
Road One, Inc.	Delaware	Florida Massachusetts Michigan New York North Carolina Ohio Tennessee
RoadOne Employee Services, Inc.	Delaware	Tennessee
Road One Insurance Services, Inc.	Delaware	Tennessee
Road One Service, Inc.	Delaware	Tennessee
RoadOne Specialized Transportation, Inc.	Delaware	Michigan Texas
RoadOne Transportation and Logistics, Inc.	Delaware	Michigan
R.M.W.S., Inc.	Delaware	Texas
Sakstrup Towing, Inc.	Delaware	Michigan
Sandy’s Auto & Truck Service, Inc.	Delaware	Ohio
Sonoma Circuits, Inc.	Delaware	California
Southern Wrecker Center, Inc.	Delaware	Alabama Mississippi
Southern Wrecker Sales, Inc.	Delaware	Georgia Florida Tennessee
Southwest Transport, Inc.	Florida	None
Speed’s Automotive, Inc.	Oregon	None
Speed’s Rentals, Inc.	Oregon	None
Sroga’s Automotive Services, Inc.	Delaware	Minnesota
Suburban Wrecker Service, Inc.	Delaware	Indiana Kentucky
Team Towing and Recovery, Inc.	Illinois	None
Ted’s of Fayville, Inc.	Delaware	Massachusetts

E-12

Name of Entity
State of Incorporation State(s) of Qualification

Texas Towing Corporation	Delaware	Texas
Thompson’s Wrecker Service, Inc.	Delaware	Mississippi
Tow Pro Custom Towing & Hauling, Inc.	Delaware	Tennessee
Treasure Coast Towing, Inc.	Delaware	Florida
Treasure Coast Towing of Martin County, Inc.	Florida	None
Truck Sales & Salvage Co., Inc.	Delaware	Ohio
Walker Towing, Inc.	Delaware	Nevada
Wes’s Service Incorporated	Delaware	Illinois
Western Towing; McClure/Earley Enterprises, Inc.	Delaware	Arizona
Whitey’s Towing, Inc.	Delaware	None
Wiltse Towing, Inc.	Delaware	Oregon
Zebra Towing, Inc.	Delaware	South Carolina
Zehner Towing & Recovery, Inc.	Delaware	Indiana

E-13

SCHEDULE 2

CERTIFICATES OF GOOD STANDING/EXISTENCE

Name of Entity	State	Date Issued
Miller Industries, Inc.	Georgia Oregon Tennessee
A-Excellence Towing Co.	Delaware Illinois
Ackerman Wrecker Service, Inc.	Delaware Georgia
All American Towing Services, Inc.	Delaware Florida
Allied Gardens Towing, Inc.	California Delaware
Allied Towing and Recovery, Inc.	Delaware Oklahoma
Altamonte Towing, Inc.	Delaware Florida
Anderson Towing Service, Inc.	Delaware Nevada
APACO, Inc.	Delaware Tennessee
Arrow Wrecker Service, Inc.	Delaware Oklahoma
A to Z Enterprises, Inc.	California Delaware
B&B Associated Industries, Inc.	Delaware Illinois Indiana
B-G Towing, Inc.	Delaware Oregon
Bear Transportation, Inc.	Delaware Florida
Beaty Towing & Recovery, Inc.	Delaware North Carolina
Bert’s Towing Recovery Corporation	Delaware Illinois Indiana
Bob’s Auto Service, Inc.	Colorado Delaware
Bob Bolin Services, Inc.	Delaware Missouri
Bob Vincent and Sons Wrecker Service, Inc.	Kentucky
Boulevard & Trumbull Towing, Inc.	Delaware Michigan
Brewer’s, Inc.	Delaware Michigan
Bryrich Corporation	California Delaware
C&L Towing Services, Inc.	Delaware New Jersey

E-14

Name of Entity	State	Date Issued
Cal West Towing, Inc.	California Delaware
Cardinal Centre Enterprises, Inc.	California
Cedar Bluff 24 Hour Towing, Inc.	Delaware Tennessee
Central Valley Towing, Inc.	California Delaware
Century Holdings, Inc.	Tennessee
Chad’s, Inc.	Delaware Georgia
Champion Carrier Corporation	Delaware Pennsylvania
Chevron, Inc.	Pennsylvania
Chicago Metro Services, Inc.	Illinois
Clarence Cornish Automotive Service, Inc.	Delaware Texas
Cleveland Vehicle Detention Center, Inc.	Delaware Ohio
Coffey’s Towing, Inc.	Delaware Ohio
Coleman’s Towing & Recovery, Inc.	Michigan
Competition Wheelift, Inc.	California Delaware
D.A. Haneline, Inc.	Delaware Ohio
DVREX, Inc.	Texas
Dick’s Towing & Road Service, Inc.	Delaware Washington
Dollar Enterprises, Inc.	Delaware Florida
Don’s Towing, Inc.	Delaware Illinois
Dugger’s Services, Inc.	Delaware New Mexico
Dun-Rite Towing Inc.	Delaware New York
DuRu, Inc.	California Delaware
E.B.T., Inc.	Delaware Michigan
Export Enterprises, Inc.	Delaware Massachusetts
Gary’s Towing & Salvage Pool, Inc.	Arizona Delaware
Golden West Towing Equipment Inc.	California Delaware
Good Mechanic Auto Co. of Richfield, Inc.	Delaware Ohio
Great America Towing, Inc.	California Delaware

E-15

Name of Entity	State	Date Issued
Greg’s Towing, Inc.	Delaware Florida
H&H Towing Enterprises, Inc.	Delaware North Carolina
Hall’s Towing Service, Inc.	Delaware Mississippi
Hendrickson Towing, Inc.	Delaware New York
H.M.R. Enterprises, Inc.	Maryland
Interstate Towing & Recovery, Inc.	Delaware Florida
Kauff’s, Inc.	Delaware Florida
Kauff’s of Ft. Pierce, Inc.	Florida
Kauff’s of Miami, Inc.	Florida
Kauffs of Palm Beach, Inc.	Florida
Ken’s Towing, Inc.	Delaware Washington
King Automotive & Industrial Equipment, Inc.	Delaware Florida
Lazer Tow Services, Inc.	Delaware Missouri
Levesque’s Auto Service, Inc.	Delaware
Lewis Wrecker Service, Inc.	Delaware Texas
Lincoln Towing Enterprises, Inc.	Delaware Washington
M&M Towing and Recovery, Inc.	Delaware Ohio
Maejo, Inc.	Delaware Oregon
Mel’s Acquisition Corp.	Delaware
Merl’s Towing Service, Inc.	Delaware Michigan
Mid America Wrecker & Equipment Sales, Inc. of Colorado	Colorado Delaware
Mike’s Wrecker Service, Inc.	Delaware Michigan
Miller Financial Services Group, Inc.	Arizona California Florida Georgia Michigan Mississippi New Jersey New York Ohio Pennsylvania Tennessee Texas
Miller/Greeneville, Inc.	Tennessee
Miller Industries Distributing, Inc.	Delaware

E-16

Name of Entity	State	Date Issued
Miller Industries International, Inc.	Tennessee
Miller Industries Towing Equipment Inc.	Delaware Tennessee Louisiana
Moore’s Service & Towing, Inc.	Delaware Indiana
Moore’s Towing Service, Inc.	Delaware Indiana
Mosteller’s Garage, Inc.	Delaware Tennessee
Murphy’s Towing, Inc.	Delaware Florida
Official Towing, Inc.	Delaware Michigan
O’Hare Truck Service, Inc.	Delaware Illinois
P.A.T., Inc.	Delaware Illinois
Pipes Enterprises, Inc.	Delaware Missouri
Pro-Tow, Inc.	Delaware
Pullen’s Truck Center, Inc.	Delaware New York
Purpose, Inc.	Delaware Missouri
RAR Enterprises, Inc.	Delaware District of Columbia Maryland
RMA Acquisition Corp.	Delaware
RRIC Acquisition Corp.	Delaware
Randy’s High Country Towing, Inc.	Colorado Delaware
Ray Harris, Inc.	Delaware North Carolina
Ray’s Towing, Inc.	Delaware Wisconsin
RBEX Inc.	Delaware Texas
Recovery Services, Inc.	Delaware New Mexico
RTIEX, Inc.	Oregon
Road One, Inc.	Delaware Florida Massachusetts Michigan North Carolina New York Ohio Tennessee
RoadOne Employee Services, Inc.	Delaware Tennessee

E-17

Name of Entity	State	Date Issued
Road One Insurance Services, Inc.	Delaware Tennessee
Road One Service, Inc.	Delaware Tennessee
RoadOne Specialized Transportation, Inc.	Delaware Michigan Texas
RoadOne Transportation and Logistics, Inc.	Delaware Michigan
R.M.W.S., Inc.	Delaware Texas
Sakstrup Towing, Inc.	Delaware Michigan
Sandy’s Auto & Truck Service, Inc.	Delaware Ohio
Sonoma Circuits, Inc.	California Delaware
Southern Wrecker Center, Inc.	Alabama Delaware Mississippi
Southern Wrecker Sales, Inc.	Delaware Florida Georgia Tennessee
Southwest Transport, Inc.	Florida
Speed’s Automotive, Inc.	Oregon
Speed’s Rentals, Inc.	Oregon
Sroga’s Automotive Services, Inc.	Delaware Minnesota
Suburban Wrecker Service, Inc.	Delaware Indiana Kentucky
Team Towing and Recovery, Inc.	Illinois
Ted’s of Fayville, Inc.	Delaware
Texas Towing Corporation	Delaware Texas
Thompson’s Wrecker Service, Inc.	Delaware Mississippi
Tow Pro Custom Towing & Hauling, Inc.	Delaware Tennessee
Treasure Coast Towing, Inc.	Delaware Florida
Treasure Coast Towing of Martin County, Inc.	Florida
Truck Sales & Salvage Co., Inc.	Delaware Ohio
Walker Towing, Inc.	Delaware Nevada
Wes’s Service Incorporated	Delaware Illinois
Western Towing; McClure/Earley Enterprises, Inc.	Delaware
Whitey’s Towing, Inc.	Delaware

E-18

Name of Entity	State	Date Issued
Wiltse Towing, Inc.	Delaware Oregon
Zebra Towing, Inc.	Delaware South Carolina
Zehner Towing & Recovery, Inc.	Delaware Indiana

E-19

SCHEDULE 3

PLEDGED STOCK CERTIFICATES

Name of Entity (the following are all business corporations unless otherwise indicated)	Number of Shares	Type of Stock Issued	Stock Certificate Number
A-Excellence Towing Co.	100	Common	2
Ackerman Wrecker Service, Inc.	100	Common	2
All American Towing Services, Inc.	100	Common	2
Allied Gardens Towing, Inc.	100	Common	2
Allied Towing and Recovery, Inc.	500	Common	2
Altamonte Towing, Inc.	100	Common	2
Anderson Towing Service, Inc.	100	Common	2
APACO, Inc.	100	Common	1
Arrow Wrecker Service, Inc.	500	Common	3
A to Z Enterprises, Inc.	13,100	Common	2
B&B Associated Industries, Inc.	100	Common	1
B-G Towing, Inc.	100	Common	2
Bear Transportation, Inc.	100	Common	1
Beaty Towing & Recovery, Inc.	100	Common	2
Bert’s Towing Recovery Corporation	100	Common	4
Bob’s Auto Service, Inc.	100	Common	2
Bob Bolin Services, Inc.	20,000	Common	6
Bob Vincent and Sons Wrecker Service, Inc.	75	Common	2
Boulevard & Trumbull Towing, Inc.	1,000	Common	2
Brewer’s, Inc.	1,000	Common	2
Bryrich Corporation	100	Common	2
C&L Towing Services, Inc.	100	Common	1
Cal West Towing, Inc.	100	Common	2
Cardinal Centre Enterprises, Inc.	3,501	Common	2
Cedar Bluff 24 Hour Towing, Inc.	100	Common	1
Central Valley Towing, Inc.	100	Common	2
Century Holdings, Inc.	100	Common	2
Chad’s, Inc.	100	Common	2
Champion Carrier Corporation	100	Common	2
Chevron, Inc.	1,746	Common	24
Chicago Metro Services, Inc.	3,000	Common	A-1
Clarence Cornish Automotive Service, Inc.	100	Common	2
Cleveland Vehicle Detention Center, Inc.	100	Common	1
Coffey’s Towing, Inc.	100	Common	2
Coleman’s Towing & Recovery, Inc.	100	Common	9
Competition Wheelift, Inc.	100	Common	1
D.A. Haneline, Inc.	100	Common	1
DVREX, Inc. (formerly named Dallas Vehicle Recovery, Inc.)	100	Common	11
Dick’s Towing & Road Service, Inc.	500	Common	5
Dollar Enterprises, Inc.	100	Common	1
Don’s Towing, Inc.	100	Common	2
Dugger’s Services, Inc.	100	Common	2
Dun-Rite Towing Inc.	100	Common	1

E-21

Name of Entity (the following are all business corporations unless otherwise indicated)	Number of Shares	Type of Stock Issued	Stock Certificate Number
DuRu, Inc.	100	Common	2
E.B.T., Inc.	10,000	Common	3
Export Enterprises, Inc.	100	Common	2
Gary’s Towing & Salvage Pool, Inc.	100	Common	2
Golden West Towing Equipment Inc.	120	Common	2
Good Mechanic Auto Co. of Richfield, Inc.	100	Common	1
Great America Towing, Inc.	100	Common	2
Greg’s Towing, Inc.	100	Common	1
H&H Towing Enterprises, Inc.	100	Common	1
Hall’s Towing Service, Inc.	525	Common	4
Hendrickson Towing, Inc.	100	Common	1
H.M.R. Enterprises, Inc.	5	Common	2
Interstate Towing & Recovery, Inc.	100	Common	1
Kauff’s, Inc.	100	Common	1
Kauff’s of Ft. Pierce, Inc.	100	Common	2
Kauff’s of Miami, Inc.	70,000	Common	5
Kauffs of Palm Beach, Inc.	105,000	Common	6
Ken’s Towing, Inc.	100	Common	2
King Automotive & Industrial Equipment, Inc.	200	Common	2
Lazer Tow Services, Inc.	100	Common	1
Levesque’s Auto Service, Inc.	100	Common	2
L.W.K.R., Inc. (formerly named Lewis Wrecker Service, Inc.)	1,000	Common	2
Lincoln Towing Enterprises, Inc.	100	Common	1
M&M Towing and Recovery, Inc.	100	Common	2
Maejo, Inc.	100	Common	2
Mel’s Acquisition Corp.	100	Common	1
Merl’s Towing Service, Inc.	100	Common	1
Mid-America Wrecker & Equipment Sales, Inc. of Colorado	100	Common	1
Mike’s Wrecker Service, Inc.	360	Common	5
Miller Financial Services Group, Inc.	1,000	Common	1
Miller/Greeneville, Inc.	100	Common	1
Miller Industries Distributing, Inc.	100	Common	1
Miller Industries International, Inc.	100	Common	2
Miller Industries Towing Equipment Inc.	3,000	Common	4
Moore’s Service & Towing, Inc.	100	Common	1
Moore’s Towing Service, Inc.	100	Common	1
Mosteller’s Garage, Inc.	100	Common	2
Murphy’s Towing, Inc.	100	Common	1
Official Towing, Inc.	100	Common	1
O’Hare Truck Service, Inc.	100	Common	1
P.A.T., Inc. (formerly named Pete’s A Towing, Inc.)	1,000	Common	2
Pipes Enterprises, Inc.	500	Common	2
Pro-Tow, Inc.	100	Common	2
Pullen’s Truck Center, Inc.	100	Common	2
Purpose, Inc.	500	Common	3
RAR Enterprises, Inc.	50	Common	2
RMA Acquisition Corp.	100	Common	1

E-22

Name of Entity (the following are all business corporations unless otherwise indicated)	Number of Shares	Type of Stock Issued	Stock Certificate Number
RRIC Acquisition Corp.	100	Common	1
Randy’s High Country Towing, Inc.	10,000	Common	2
Ray Harris, Inc.	100	Common	2
Ray’s Towing, Inc.	100	Common	2
RBEX, Inc. (formerly known as Road Butler, Inc.)	100	Common	1
Recovery Services, Inc.	100	Common	2
RTIEX, Inc.	222	Common	2
Road One, Inc.	100	Common	1
RoadOne Employee Services, Inc.	100	Common	2
Road One Insurance Services, Inc.	100	Common	1
Road One Service, Inc.	100	Common	1
Road One Specialized Transportation, Inc.	100	Common	1
RoadOne Transportation and Logistics, Inc.	100	Common	1
R.M.W.S., Inc. (formerly named Ronny Miller Wrecker Service Inc.)	1,000	Common	2
Sakstrup Towing, Inc.	100	Common	2
Sandy’s Auto & Truck Service, Inc.	10	Common	3
Sonoma Circuits, Inc.	100	Common	2
Southern Wrecker Center, Inc.	50	Common	2
Southern Wrecker Sales, Inc.	100	Common	1
Southwest Transport, Inc.	500	Common	4
Speed’s Automotive, Inc.	438	Common	4
Speed’s Rentals, Inc.	60	Common	2
Sroga’s Automotive Services, Inc.	100	Common	1
Suburban Wrecker Service, Inc.	100	Common	2
Team Towing and Recovery, Inc.	100	Common	5
Ted’s of Fayville, Inc.	1,900	Common	2
Texas Towing Corporation	100	Common	1
Thompson’s Wrecker Service, Inc.	100	Common	1
Tow Pro Custom Towing & Hauling, Inc.	100	Common	2
Treasure Coast Towing, Inc.	100	Common	1
Treasure Coast Towing of Martin County, Inc	500	Common	2
Truck Sales & Salvage Co., Inc.	100	Common	1
Walker Towing, Inc.	2,500	Common	2
Wes’s Service Incorporated	100	Common	3
Western Towing; McClure/Earley Enterprises, Inc.	100	Common	2
Whitey’s Towing, Inc.	100	Common	2
Wiltse Towing, Inc.	100	Common	2
Zebra Towing, Inc.	100	Common	2
Zehner Towing & Recovery, Inc.	100	Common	2

E-23

SCHEDULE 4

EXCEPTIONS

Consent of the Pennsylvania Industrial Development Authority to the granting of certain liens and encumbrances upon the property of Miller Industries, Inc. and Champion Carrier Corporation.

E-24

EXHIBIT F

Compliance Certificate

Bank of America, N.A., as Agent
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina 28255
Attention: Agency Services
Telefacsimile: (704) 386-9436

Reference is hereby made to the Amended and Restated Credit Agreement dated as of July 23, 2001 (, as from time to time amended, restated, modified, replaced, or supplemented the "Agreement") among MILLER INDUSTRIES, INC., a Tennessee corporation ("Miller"), MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation ("Miller Towing," and together with Miller, the "Borrowers"), the Lenders (as defined in the Agreement) and Bank of America, N.A., successor to Bank of America, N.A., as Agent for the Lenders ("Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings therefor set forth in the Agreement. The undersigned, a duly authorized and acting Authorized Representative, hereby certifies to you as of _____________, 20___ (the "Determination Date") as follows:

1.	Calculations:
	A.	Compliance with Section 8.1
		(a)	Capital Expenditures:
			(i) Fiscal Year ending on April 30, 2002 = Cannot exceed $5,600,000 (ii) Fiscal Year ending on April 30, 2003 = Cannot exceed $6,250,000 (iii) Any Fiscal Year thereafter = Cannot exceed $6,750,000
		(b)	Fixed Charge Coverage Ratio: Cannot be less than 1.0 to 1.0.
		(c)	EBITDA:

Four-Quarter Periods Ending:	Initial EBITDA Requirement:	Subsequent EBITDA Requirement:
From the Closing Date Through April 29, 2002	$16,000,000	$13,000,000
From April 30, 2002 Through April 29, 2003	$19,000,000	$13,000,000
From April 30, 2003 through Termination	$24,000,000	$15,000,000

B. Compliance with Section 8.4(a): Existing Indebtedness

	1.       Existing Indebtedness	$__________
	Required:        Not more than $1,000,000 outstanding at any time
C.	Compliance with Section 8.4(d): Purchase Money Indebtedness and Capital Lease Obligations

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	1.	Purchase money and Capital Lease obligations	$__________
	Required:	Not more than $5,000,000 outstanding at any time
D.	Compliance with Section 8.4(e): Guarantees of Trade Account Indebtedness
	1.	Guarantees of trade account indebtedness	$__________
	Required:	Not more than $1,000,000 outstanding at any time
E.	Compliance with Section 8.4(g): Guarantees of Asset Disposition
	1.	Guarantees of Asset Disposition	$__________
	Required:	Not more than $3,500,000 outstanding at any time
F.	Compliance with Section 8.4(h): Guarantees of floor plan financing
	1.	Guarantees of floor plan financing	$__________
	Required:	Not more than $30,000,000 outstanding at any time
G.	Compliance with Section 8.4(i): Guarantees of partial recourse obligations
	1.	Guarantees of partial recourse obligations	$__________
	Required:	Not more than $1,000,000 outstanding at any time
H.	Compliance with Section 8.4(l): intercompany Indebtedness from the RoadOne Borrowers to the Miller Borrowers incurred on or after the Closing Date
	1.	intercompany Indebtedness from the RoadOne Borrowers to the Miller Borrowers incurred on or after the Closing Date	$__________
	Required:	Not more than $7,000,000 outstanding at any time
I.	Compliance with Section 8.4(m): unsecured intercompany Indebtedness from the Borrowers or any Subsidiaries to any Foreign Subsidiaries
	1.	unsecured intercompany Indebtedness from the Borrowers or any Subsidiaries to any Foreign Subsidiaries	$__________
	Required:	Not more than $1,000,000 outstanding at any time

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J.	Compliance with Section 8.4(n): unsecured intercompany Indebtedness incurred on or after the Closing Date for loans and advances made by Miller or any Miller Borrower to any RoadOne Borrower
	1.	unsecured intercompany Indebtedness incurred on or after the Closing Date for loans and advances made by Miller or any Miller Borrower to any RoadOne Borrower	$__________
	Required:	Not more than $1,000,000 outstanding at any time

2.        No Default

A.       Since __________ (the date of the last similar certification), (a) the Borrowers have not defaulted in the keeping, observance, performance or fulfillment of its obligations pursuant to any of the Loan Documents; and (b) no Default or Event of Default specified in Article IX of the Agreement has occurred and is continuing.

B.       If a Default or Event of Default has occurred since __________ (the date of the last similar certification), the Borrowers propose to take the following action with respect to such Default or Event of Default:______________________________________________________

____________________________________________________________.

(Note, if no Default or Event of Default has occurred, insert "Not Applicable").

The Determination Date is the date of the last required financial statements submitted to the Lenders in accordance with Section 7.1 of the Agreement.

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IN WITNESS WHEREOF, I have executed this Certificate this ___ day of ___________, 20___.

By:________________________________
                 Authorized Representative

Name:__________________________________
Title:___________________________________

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EXHIBIT G

Form of Warrant Agreement

MILLER INDUSTRIES, INC.

WARRANT AGREEMENT

________ ___, 2001

WARRANT AGREEMENT

WARRANT AGREEMENT, dated as of ________ ___, 2001 (this "Agreement"), among MILLER INDUSTRIES, INC., a Tennessee corporation (the "Corporation"), and each person attaching a signature page hereto and each other institution which may hereafter execute and deliver an instrument of assignment pursuant to Schedule 11.1 that certain Amended and Restated Credit Agreement, dated _________ __, 2001, by and among the Corporation, the Lenders party thereto and Bank of America, N.A., as Agent for the Lenders (as amended, restated, supplemented, or modified, the "Credit Agreement") (each an "Investor" and, collectively the "Investors").

Pursuant to the terms of the Credit Agreement, the Corporation has agreed to enter into this Agreement to issue to the Investors warrants (the "Warrants") exercisable for shares of common stock, $0.01 par value per share, of the Corporation (the "Common Stock").

The Corporation has authorized the issuance to the Investors and to their designated Affiliates (which are, where applicable, referred to as Investors herein) of the Warrants under the terms and conditions hereof, which number of shares is subject to increase or decrease as provided herein.

In consideration of the foregoing and of the representations, warranties and agreements contained in the Credit Agreement, and for the purpose of defining the terms and provisions of the Warrants and the Warrant Shares (as defined herein) and the respective rights and obligations thereunder of the Corporation and the Holders (as defined herein), the Corporation and the Investors hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided:

(a)       the terms defined in this Article 1 have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)       the words "herein," "hereof" and "hereunder," and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or other subdivision; and

(c)       any capitalized term otherwise not defined herein, shall have the meaning ascribed to it under the Credit Agreement.

"Affiliate" means, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second person, whether through the ownership of voting securities, by contract or otherwise.

"Board" or "Board of Directors" means the board of directors of the Corporation.

"Business Day" means any day which is not a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, executive order, regulation or governmental decree to close.

"Capital Stock" shall mean the Common Stock and preferred stock of the Corporation.

"Change of Control" means: (i) the consummation of a merger or consolidation of the Corporation with or into another entity or any other corporate reorganization, or transfer of shares, in either case whereby any person or group acquires beneficial ownership of more than 50% of the combined voting power of all classes of the continuing or surviving entity’s capital stock outstanding immediately after such merger, consolidation or other reorganization, or transfer of shares, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets. A transaction shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Corporation’s incorporation or organization or to create a holding Corporation, subsidiary or other affiliate that will be owned by the Corporation or by the persons who held the Corporation’s securities immediately before such transaction in substantially the same proportions as before.

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"Closing" means either the Tranche I Closing or the Tranche II Closing, whichever is applicable for a particular Warrant.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock, $0.01 par value per share, of the Corporation.

"Corporation" has the meaning set forth in the preamble hereto.

"Credit Agreement" has the meaning set forth in the preamble hereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Exercise Price" shall mean either the Tranche I Exercise Price or the Tranche II Exercise, whichever is applicable for a particular Warrant.

"Expiration Date" means either the Tranche I Expiration Date or the Tranche II Expiration Date, whichever is applicable for a particular Warrant.

"Holders" means the holders from time to time of the Warrants or the Warrant Shares issued upon exercise of the Warrants.

"Independent Valuation Firm" means an independent, experienced appraisal firm which is a member of a recognized professional association of business appraisers acceptable to a majority of the Board of Directors of the Corporation and the applicable Holder and which has not been called upon to audit the financial statements of the Corporation or such Holder.

"Market Price" shall mean on any date specified herein, with respect to Common Stock or to common stock (or equivalent equity interests) issued pursuant to a Change of Control, the amount per share equal to (i) the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant) or, if no such sale takes place on any such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which the same are then listed or admitted to trading, or (ii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then listed or admitted to trading on any national securities exchange, the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant), or, if no such sale takes place on any such date, the average of the reported closing bid and asked prices thereof on such date, in each case as quoted in the Nasdaq National Market or, if no shares of Common Stock or no shares of such common stock (or equivalent equity interest), as the case may be, are then quoted in the Nasdaq National Market or Nasdaq Smallcap Market, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of the New York Stock Exchange selected by the Corporation, or (iii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then listed or admitted to trading on any national securities exchange or quoted or published in the over-the-counter market, the higher of (x) the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation, as of the last day of any month ending within sixty (60) days preceding the date as of which the determination is to be made or the price per Warrant Share determined in good faith by the Board of Directors as of the relevant Closing and notified to the Investors in accordance with Section 7.1 (the "Initially Determined Price"); provided, however, if any Investor who is entitled to receive any Warrants with respect to the related Closing objects to the Board of Directors’ determination of such Market Price pursuant to clause (iii) above within five Business Days’ of receipt of such notice by a written notice of objection delivered to the Corporation (an "Objection Notice," and each Investor who has delivered an Objection Notice an "Objecting Investor"), the Market Price shall be such price per Warrant Share as of the relevant Closing as may be redetermined by the Board of Directors in consultation with and subject to the agreement of each Objecting Investor, each of whom shall be required to negotiate in good faith and use commercially reasonable efforts to reach agreement prior to the Referral Date (as defined herein) (and such price shall be final upon the agreement of each of the Objecting Investors); provided, further that if the Board of Directors and each Objecting Investor are not able to agree on the Market Price within ten (10) Business Days after the Corporation’s receipt of all timely Objection Notices (the "Referral Date"), the Market

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Price shall be the price per Warrant Share as of the relevant Closing determined by an Independent Valuation Firm, not discounting value due to the fact that such securities constitute a minority interest, and lack liquidity but assuming that the sale would be between a willing buyer and a willing seller, neither of which is under any compulsion to sell or buy. The Board of Directors shall submit its valuations and any other relevant data, and any Investor may submit its own valuation and any other data, to the Independent Valuation Firm and the Corporation shall instruct, and shall use commercially reasonable efforts to cause, the Independent Valuation Firm to make its own determination of the Market Price by not later than fifteen (15) Business Days after the Referral Date. If the Independent Valuation Firm fails to determine a price per share on or before the twentieth (20th) Business Day following the Referral Date, the Initially Determined Price shall be deemed final and binding. If the Independent Valuation Firm determines a price per share on or before the twentieth (20th) Business Day following the Referral Date, whether such price is higher or lower than the Initially Determined Price, the determination of the final Market Price by such Independent Valuation Firm shall be final and binding upon the parties. The Corporation agrees to pay 50%, and the Objecting Investors jointly agree to pay 50%, of the fees and expenses of the Independent Valuation Firm.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Tranche I Closing" has the meaning set forth in Section 2.3(a) hereof.

"Tranche II Closing" has the meaning set forth in Section 2.3(b) hereof.

"Tranche I Exercise Price" is equal to the Market Price as of the Tranche I Closing.

"Tranche II Exercise Price" is equal to the Market Price as of the Tranche II Closing.

"Tranche I Expiration Date" for each Warrant issued pursuant to Section 2.3(a) hereunder, is equal to the date that is seven years from the date hereof.

"Tranche II Expiration Date" for each Warrant issued pursuant to Section 2.3(b) hereunder, is equal to the date that is eight years from the date hereof.

"Tranche I Shares" means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(a) hereof.

"Tranche II Shares" means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(b) hereof.

"Transfer Legend" means a legend in the form required by Section 2.2 hereof.

"Warrants" have the meaning set forth in the preamble hereto.

"Warrant Certificates" has the meaning set forth in Section 2.1 hereof.

"Warrant Shares" means shares of Common Stock issuable upon exercise of a Warrant Certificate.

ARTICLE 2
RIGHT TO PURCHASE WARRANT SHARES

2.1       Form of Warrant Certificates. Any certificate representing the Warrants (a "Warrant Certificate"), the form of which is attached hereto as Exhibit A, shall be detachable from this Agreement and the Credit Agreement and shall be dated the date on which it is signed by a duly authorized officer of the Corporation and shall have such insertions as are appropriate or required or permitted by this Agreement and may have such letters, numbers or other marks of identification as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement or the Credit Agreement.

2.2       Legend. Each Warrant Certificate shall bear on the face thereof a legend (the "Transfer Legend") substantially in the following form:

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"This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred in the absence of such registration or an exemption therefrom under such Act."

Except as otherwise permitted by this Section 2.2, (a) each certificate for Common Stock (or other security) issued upon the exercise of any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (or other security) shall be stamped or otherwise imprinted with a legend in substantially the following form:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred in the absence of such registration or an exemption therefrom under such Act."

The holder of any Warrant or Warrant Share shall be entitled to receive from the Corporation, without expense, new securities of like tenor not bearing the applicable legend set forth above in this Section 2.2 when such securities shall have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such securities, (b) sold to the public pursuant to Rule 144 or any comparable rule under the Securities Act, or (c) when, in the opinion of independent counsel for the holder thereof experienced in Securities Act matters, such restrictions are no longer required in order to insure compliance with the Securities Act.

2.3       Warrant Tranches

The Warrants shall be issuable to the Investors in accordance with the provisions of this Section 2.3.

(a)       Tranche I. On the earliest practicable date following the One-Year Anniversary (as defined in the Credit Agreement) (the "Tranche I Closing"), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the One-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 0.5% times the number of outstanding shares of Common Stock of the Corporation as of the One-Year Anniversary (the "Tranche I Shares"). Each Investor a party to this Agreement on the One-Year Anniversary shall receive that number of the Tranche I Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche I Shares issuable by the Corporation pursuant to this clause (a).

(b)       Tranche II. On the earliest practicable date following the Two-Year Anniversary (as defined in the Credit Agreement) (the "Tranche II Closing"), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 1.5% times the number of outstanding shares of Common Stock of the Corporation as of the Two-Year Anniversary (the "Tranche II Shares"). Each Investor a party to this Agreement on the Two-Year Anniversary shall receive that number of the Tranche II Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche II Shares issuable by the Corporation pursuant to this clause (b).

2.4       Delivery of the Warrant Certificates. Within ten (10) days of any Closing, the Corporation shall issue to any Investor who is entitled to receive Warrants in accordance with Section 2.3 above, a Warrant Certificate for Warrants to purchase said number of Warrant Shares, which number of Warrant Shares is subject to increase and decrease as provided in Article 4 below. In the event a Holder exercises its right to acquire Warrant Shares granted under any Warrant Certificate, certificates for the shares of Common Stock so purchased shall be issued in the name of, or as directed by, the Holder and delivered to Holder, or its transferee (as provided in Article 6 herein), within a reasonable time and, unless such Warrant Certificate has been fully exercised or has expired, a new Warrant Certificate representing the shares with respect to which such Warrant Certificate shall not have been exercised shall also be issued to Holder, or its transferee, within such time.

ARTICLE 3
EXERCISE OF WARRANTS

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3.1       Exercise Price. The Warrant Certificates shall entitle the Holders thereof, subject to the provisions of this Agreement, to purchase, as applicable: (a) the Tranche I Warrant Shares at the Tranche I Exercise Price and (b) the Tranche II Warrant Shares at the Tranche II Exercise Price.

3.2       Restrictions on Exercise; Expiration. Subject to the terms and conditions of this Agreement, on or before the applicable Expiration Date, the Warrants may be exercised on any Business Day as to all or any portion of the Warrant Shares. If any of the Warrants are not exercised by 5:00 p.m., New York City time, on the applicable Expiration Date, this Agreement and unexercised Warrants and Warrant Certificates shall expire and all rights of the Holders hereunder and thereunder shall terminate unless otherwise provided herein or therein.

3.3       Method of Exercise; Payment of Exercise Price.

(a)       In order to exercise all or any of the Warrants, a Holder thereof shall provide written notice in substantially the form of Attachment-1 to Exhibit A to the Corporation at its address set forth in Section 9.3 hereof specifying the number of Warrants being exercised. Such notice shall be accompanied by one or more Warrant Certificates representing not less than the number of Warrants being exercised, together with payment in full of the applicable per share Exercise Price multiplied by the number of Warrant Shares to be purchased pursuant to the exercise. The Exercise Price shall be payable, at the option of such Holder by wire transfer, certified check, official bank check or bank cashier’s check payable to the order of the Corporation. If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Certificate(s) tendered in connection with the exercise, the Corporation shall issue new Warrant Certificate(s) for the unexercised Warrants in accordance with instructions contained in the notice of exercise and this Agreement.

(b)       In lieu of exercising this Warrant pursuant to Section 3.2(a) above, Holder may elect to receive shares based on the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to Holder a number of shares of Common Stock computed using the following formula:

X = Y (A-B)
           A

Where:

X= the number of shares of Common Stock to be issued to Holder;

Y= the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation);

A= the Market Value of one share of the Corporation’s Common Stock (at the date of such calculation); and

B= Exercise Price as of the date of issuance of the Warrant (adjusted to the date of such calculation).

(c)       Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly to, or upon the written order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder thereof, (ii) deliver such evidence of ownership and any other securities or property (including money) to the person or persons entitled to receive the same, and (iii) reissue, as the case may be, a Warrant Certificate for any unexercised Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise of the Warrant Certificate representing such Warrant being exercised and the payment of or surrender of Warrants representing the Exercise Price thereof, and, for all purposes of this Agreement, the person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person

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and the Corporation, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive any Warrant Shares or other securities or property (including money) to which such person would have been entitled had such person been the record holder of such Warrant Shares or other securities or property on such date.

3.4       Dividends and Distributions. For so long as any of the Warrants remain outstanding and unexercised, the Corporation will, upon the declaration of a cash dividend upon its Common Stock or other distribution to the holders of its Common Stock (other than a dividend to holders of its Common Stock payable in shares of the Corporation’s Common Stock) and at least 10 days prior to the record date, notify the Holders of such declaration, which notice will contain, at a minimum, the following information: (i) the anticipated date of the declaration of the dividend or distribution, (ii) the amount of such dividend or distribution, (iii) the record date of such dividend or distribution, (iv) the payment date or distribution date of such dividend or distribution, and (v) the Corporation’s best estimate of the frequency and amount of cash dividends or other distributions to be paid or made in each of the succeeding three years.

ARTICLE 4
ADJUSTMENTS

The number of Warrant Shares for which any Warrant is exercisable and the applicable Exercise Price for such Warrant shall be subject to adjustment from time to time as set forth in this Section 4.

4.1       Upon Stock Dividends, Subdivisions or Splits. If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock then, the number of shares of Common Stock purchasable on exercise of a Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock, and the applicable Exercise Price per share for such Warrant Shares shall be decreased in proportion to such increase in outstanding shares of Common Stock.

4.2       Upon Combinations. If, at any time after the date hereof, the number of shares of Common Stock outstanding is decreased by any combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable on exercise of a Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock, and the applicable Exercise Price per share for such Warrant Shares shall be increased in proportion to such decrease in outstanding shares of Common Stock.

4.3       Upon Reclassifications, Reorganizations, Consolidations or Mergers. In the event of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any Change of Control transaction, all Warrants issuable hereunder shall after such reorganization, reclassification, consolidation, or merger be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the successor corporation resulting from such consolidation or surviving such merger, if any, to which the holder of the number of shares of Common Stock deliverable upon exercise of a Warrant issuable hereunder (immediately prior to the time of such reorganization, reclassification, consolidation or merger) would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. Furthermore, the Corporation will not merge into or consolidate with any other person, or sell or otherwise transfer its property, assets and business substantially as an entirety to a successor of the Corporation, unless prior to the consummation of such reorganization, reclassification, consolidation or merger, the successor corporation (if other than the Corporation) resulting from such reorganization, reclassification, consolidation, assumes, by written instrument, the obligation to deliver to the Holder of a Warrant issuable hereunder, such shares of stock, securities or assets, which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon exercise.

4.4       Deferral in Certain Circumstances. In any case in which the provisions of this Section 4 shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event the shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event and issuing to such Holder only the shares of Common Stock issuable upon such exercise before giving effect to such adjustments; provided, however, that the Corporation shall deliver to such Holder an appropriate instrument or due bills evidencing such Holder’s right to receive such additional shares.

ARTICLE 5
RESERVATION AND AUTHORIZATION OF COMMON SHARES, ETC.

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5.1       Reservation and Authorization. The Corporation hereby represents and warrants that it has reserved, and shall at all times hereafter reserve and keep available, for issuance upon exercise of the Warrants such number of its duly authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants and will cause appropriate evidence of ownership of such Warrant Shares or other securities to be delivered to the Holders of the Warrants upon their request for delivery of such, and shall take such action as shall be necessary so that all such shares of Common Stock, shall to the extent such shares are eligible for listing on a securities exchange, at all times, be duly approved for listing, subject to official notice of issuance, on each securities exchange, if any, on which such shares of Common Stock or other securities are then listed.

5.2       Covenant Regarding Common Stock. The Corporation covenants that, except as contemplated by the Agreements, all shares of Common Stock will, upon issuance, be (a) duly authorized, validly issued, fully paid and nonassessable, (b) free from preemptive and any other similar rights and (c) free from any taxes, liens, charges or security interest with respect thereto.

ARTICLE 6
WARRANT TRANSFER BOOKS: RESTRICTIONS ON TRANSFER

6.1       Transfer and Exchange.

(a)       The Corporation shall keep and maintain a register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of the Warrant Certificates on the Corporation’s records and transfers or exchanges of the Warrant Certificates as herein provided.

(b)       Subject to the provisions of this Article 6, a Holder may transfer a Warrant Certificate and the Warrants represented thereby in whole or in part by written notice to the Corporation stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. Any transferee shall agree in writing to be subject to the terms and conditions of this Agreement and the Agreements.

(c)       Subject to Section 6.2(b) hereof, when a Warrant Certificate is presented to the Corporation with a request to register the transfer of such Warrant Certificate, the Corporation shall register the transfer or make the exchange as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied. To permit registrations of transfers and exchanges, the Corporation shall execute and deliver such Warrant Certificate in accordance with the provisions hereof. No service charge shall be made for any registration of transfer or exchange of the Warrants.

6.2       Special Transfer Provisions.

(a)       By its acceptance of the Warrants represented by a Warrant Certificate bearing the Transfer Legend, each Holder of the Warrants acknowledges the restrictions on transfer of the Warrants and Warrant Shares and agrees that it will transfer the Warrants and Warrant Shares only in accordance with those restrictions.

(b)       Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares not bearing the Transfer Legend, the Corporation shall deliver a Warrant Certificate or stock certificate that does not bear the Transfer Legend. Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares bearing the Transfer Legend, the Corporation shall deliver such Warrant Certificate or stock certificate bearing the Transfer Legend, unless such legend may be removed from a Warrant Certificate or stock certificate as provided in the next sentence. The Transfer Legend may be removed from a Warrant Certificate or stock certificate if there is delivered to the Corporation an opinion of legal counsel satisfactory to the Corporation to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such security will not violate the registration and prospectus delivery requirements of the Securities Act or applicable law; provided, however, that the Corporation shall not be required to determine the sufficiency of any such evidence.

6.3       Surrender of a Warrant Certificate. Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby shall be promptly canceled by the Corporation and shall not be reissued by the Corporation and, except in case of mutilation or partial exercise of the Warrants represented by such Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof.

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ARTICLE 7
NOTICE TO HOLDERS

7.1       Notices of Corporate Actions.

In case:

(a)       the Corporation shall grant to the holders of its Capital Stock as a class any rights or warrants to subscribe for or purchase any shares of Capital Stock of any class; or

(b)       of any reclassification of the Capital Stock, or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the sale or transfer of all or substantially all of the assets of the Corporation, or of a Change of Control; or

(c)       of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or

(d)       the Corporation or any subsidiary shall commence a tender offer for all or a portion of the outstanding shares of Capital Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); or

(e)       the Corporation shall take an action or an event shall occur that would require a Warrant Share and/or Exercise Price adjustment pursuant to Section 4; or

(f)       the Board of Directors shall determine the Market Price with respect to any Closing, any Referral Date shall occur or the Market Price shall be redetermined in accordance with the definition thereof;

then the Corporation shall cause to be mailed to each Investor at its last address as such address appears in the stock register, (i) in the case of any action covered by clauses (a) through (d) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and (ii) in the case of any other such action, as soon as practicable, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of the Common Stock of record who will be entitled to such dividend, distribution, rights or warrants are to be determined, (2) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (3) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the applicable Exercise Price, the Warrant Shares issuable hereunder and the kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (f) of this Section 7.1.

7.2       Taking of Record. In the case of all dividends or other distributions by the Corporation to the holders of its Common Stock with respect to which any provision of any Section hereof refers to the taking of a record of such holders, the Corporation will in each such case take such a record and will take such record as of the close of business on a Business Day.

7.3       Closing of Transfer Books. The Corporation shall not at any time, except upon dissolution, liquidation or winding up of the Corporation, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

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ARTICLE 8
REGISTRATION

8.1       Corporation Covenants.

(a)       Registrable Securities. As used herein, "Registrable Securities" shall mean (i) the Warrant Shares and (ii) any Common Stock issued or issuable at any time or from time to time in respect of the Warrant Shares upon a conversion, stock split, stock dividend, recapitalization or other similar event involving the Corporation; provided, however, that no shares shall be included in any registration under this Agreement unless such shares shall have been first converted to Common Stock; and provided further that shares shall cease to be Registrable Securities at such time as they become eligible for sale pursuant to Rule 144 under the Securities Act, and provided further that shares shall cease to be Registrable Securities at such time as they are sold by a person in a transaction in which his rights under this Agreement are not properly assigned.

(b)       Registration Upon Request. At any time after the date hereof, the Holder or Holders of Registrable Securities constituting at least a majority of the total number of shares of Registrable Securities then outstanding or issuable upon exercise of then outstanding Warrants may request the Corporation to register under the Securities Act, for sale in accordance with the method of disposition specified in such notice, all or any portion of the Registrable Securities held by such requesting Holder or Holders; provided, however, that the aggregate offering price of the shares of Registrable Securities to be registered (if they constitute less than all of the Registrable Securities held by the requesting Holder or Holders) must be reasonably likely to equal or exceed $500,000; and provided further, that the Corporation shall have no obligation to (i) effect more than two (2) registration under this Section 8.1(b) during any period of twelve (12) consecutive months; or (ii) to effect any registration under this Section 8.1(b) within 180 days after the effective date of any registered offering of the Corporation’s securities to the general public in which such Holder or Holders shall have been able to register all Registrable Securities as to which registration shall have been requested pursuant to Section 8.1(c).

(c)       Incidental Registration. If the Corporation at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

(d)       Obligations of the Corporation. If and whenever the Corporation is required by the provisions of Section 8.1(b) or (c) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable Securities under the Securities Act, the Corporation will, as expeditiously as possible:

(i)       prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on the appropriate form and in compliance in all material respects with the Securities Act (the "Registration Statement") covering such Registrable Securities, and use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicable;

(ii)       prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective (including, without limitation, any amendments or supplements which may be required as a result of any changes in any Holder’s plan of distribution) until the earlier of (1) such time as all the Registrable Securities have been sold by the Holders or (2) such time as the Registrable Securities will no longer be

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required to be registered for the resale thereof by any Holder by reason of Rule 144 of the SEC under the Securities Act or any other rule of similar effect; provided, however, that the Corporation in good faith, may delay the filing of any amendment or supplement to the Registration Statement for a reasonable period of time, not to exceed 90 days, in order to permit the Corporation (A) to effect disclosure or disposition or consummation of any transaction requiring confidential treatment which is being actively pursued at such time and which would require disclosure in the Registration Statement or (B) to negotiate, effect or complete any transaction which the Corporation reasonably believes might be jeopardized, delayed or made more costly to the Corporation by disclosure in the Registration Statement;

(iii)       advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose if such stop order, suspension or proceeding would prohibit the resale of the Registrable Securities by any Holder; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued;

(iv)       use its reasonable best efforts to furnish to the Holders with respect to the Registrable Securities registered on the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of the prospectus included in the Registration Statement (the "Prospectus") in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably request, in order to facilitate the resale of all or any of the Registrable Securities by the Holders, it being understood and agreed that the Holders will comply with the provisions of the Securities Act and of such other securities or state securities laws ("Blue Sky") as may be applicable to selling stockholders in connection with any use of the Prospectus;

(v)       within the time during which a Prospectus is required to be delivered under the Securities Act, comply as far as it is able with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the rules and regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Registrable Securities as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, the Corporation will promptly notify the Holders and will, subject to the proviso in clause (ii) above, amend the Registration Statement or supplement the Prospectus so as to correct such statement or omission or effect such compliance and will immediately notify the Holders of the filing and effectiveness of each amendment to the Registration Statement and the filing of each supplement to the Prospectus;

(vi)       use its reasonable best efforts to register and qualify the Registrable Securities under the securities laws of such jurisdictions as any of the Holders may reasonably request and to continue such qualifications in effect so long as the Registration Statement is kept effective pursuant to this Section 8.1, except that the Corporation shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any such jurisdiction;

(vii)       if the Registrable Securities are to be sold in an underwritten offering, the Corporation will furnish, at the request of the selling Holder(s), on the date that such Registrable Securities are delivered to the underwriters for sale in an underwritten public offering (1) an opinion, dated as of such date, of counsel for the Corporation for the purposes of such registration, addressed to the underwriters, in a customary form and covering maters of the type customarily covered in opinions of issuer’s counsel delivered to the underwriters in underwritten public offerings, and such other legal matters as such underwriter may reasonably request, and (2) a "comfort" letter, dated as of such date, signed by the independent public accountants of the Corporation who have certified the Corporation’s financial statements included in such registration statement, addressed to the underwriters, in a customary form and covering matters of the type customarily covered in accountants’ "comfort" letters delivered to the underwriters in underwritten public offerings and such other financial information (including information as to the period ending not more than five (5) business days prior to the date of such letter) as such underwriter may reasonably request; and, with each Holder, enter into customary agreements (including an underwriting agreement in customary form) and take such other actins as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities in an underwritten offering; and

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(viii)       bear all expenses in connection with the procedures in this Section 8.1 (including without limitation all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Corporation, blue sky fees and expenses and the expense of any special audit incident to or required by any such registration), other than underwriting discounts, selling commissions, and fees and the expenses, if any, of counsel or other advisers to any of the Holders, which shall be borne by the Holders.

(e)       The Corporation shall be entitled to require that the parties refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Registration Statement that has been declared effective by the SEC or otherwise, if the board of directors of the Corporation reasonably determines that such, public sales, or distributions would interfere in any material respect with any transaction involving the Corporation that the board of directors reasonably determines to be material to the Corporation. The board of directors shall, as promptly as practicable, give the holders of the Registrable Securities written notice of any such development. In the event of a request by the board of directors of the Corporation that the holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities, the Corporation shall be required to lift such restrictions regarding effecting public sales or distributions of the Registrable Securities as soon as reasonably practicable after the board of directors shall reasonably determine public sales or distributions by the holders of the Registrable Securities shall not interfere with such transaction, provided, that in no event shall any requirement that the holders of Registrable Securities refrain from effecting public sales or distributions in the Registrable Securities extend for more than 180 days.

(f)       If any Registration Statement relates to an underwritten public offering, the right of any Holder to participate in such registration pursuant shall be conditioned upon such Holder participating in such reasonable underwriting arrangements as the Corporation shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The participating Holders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Corporation and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Corporation. Notwithstanding any other provision of this Agreement, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Holders) would materially adversely effect such offering, the number of Registrable Securities to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Registrable Securities proposed to be sold by each Holder as compared to the number of shares proposed to be sold by all shareholders. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Corporation and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

(g)       The Corporation shall have the right to terminate or withdraw any Registration Statement initiated by it under Section 8.1(c) of this Agreement prior to the effectiveness of such Registration Statement whether or not any Holder has elected to include securities in such registration.

8.2       Holder Covenants.

(a)       Each Holder shall furnish the Corporation such information regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing.

(b)       Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities to give at least three (3) business hours prior written notice to the Corporation of any proposed sale of Registrable Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (1) unless such three (3) business hours elapse without response from the Corporation, or (2) in the event the Corporation responds by stating that an amendment to such Registration Statement or supplement to the Prospectus must be filed in accordance with Section 8.1(d)(v), until the Corporation notifies the Holder that the Registration Statement has been amended or the Prospectus supplemented as required. Each Holder further agrees that if the Registrable Securities are not sold within 24 hours of the time such notice is delivered to the Corporation, it will not sell any Registrable Securities without again complying with the notice provisions of this Section 8.2(b). For purposes hereof, "business hours" means the hours of 9:00 a.m. to 6:00 p.m. on any day when the New York Stock Exchange is open for trading.

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(c)       Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Corporation of the happening of any event of the kind described in the second sentence of subdivision (v) of Section 8.1(d) or pursuant to Section 8.1(e), such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (v) of Section 8.1(a) or of notice from the Corporation pursuant to Section 8.1(e), and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus relating to such Registrable Securities at the time of receipt of such notice.

8.3       Indemnification.

(a)       The Corporation will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holder, and each person controlling such Holder, with respect to which registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, legal counsel for such underwriter and each person who controls any underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus or other document (including any related Registration Statement) incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of any rule or regulation promulgated under the Securities Act applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance; and the Corporation will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 8.3(a) shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if settlement is effected without the consent of the Corporation (which consent shall not unreasonably be withheld); and provided, further, that the Corporation will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Corporation by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of Registrable Securities. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(b)       Each Holder will indemnify the Corporation, each of its directors and officers, each legal counsel and independent accountant of the Corporation, each underwriter, if any, of the Corporation’s securities covered by such a Registration Statement, each person who controls the Corporation or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors and constituent partners and each person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Corporation, such Holder, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such Holder and stated to be specifically for use in connection with the offering of Registrable Securities; provided, however, that each Holder’s liability under this Section 8.3(b) shall not exceed such Holder’s proceeds from the offering of Registrable Securities made in connection with such registration.

(c)       Promptly after receipt by an indemnified party under this Section 8.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this

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Section 8.3(c), notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Corporation and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 8.3, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party, and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party.

(d)       If the indemnification provided for in this Section 8.3 from an indemnifying party is unavailable to an indemnified party hereunder in respect to any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, proceeding or claim.

ARTICLE 9
MISCELLANEOUS

9.1       Loss or Mutilation. Upon receipt by the Corporation from any Holder of evidence reasonably satisfactory to the Corporation of the ownership of and the loss, theft, destruction or mutilation of a Warrant Certificate and an indemnity reasonably satisfactory to it (it being understood that the written indemnification agreement of Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender and cancellation hereof, the Corporation will execute and deliver in lieu hereof a new Warrant Certificate of like tenor to such Holder; provided, however, that, in the case of mutilation, no indemnity shall be required if such Warrant in identifiable form is surrendered to the Corporation for cancellation.

9.2       Payment of Taxes. The Corporation shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of Warrant Shares or of other securities or property deliverable upon exercise of the Warrants (other than income taxes imposed on the Holders). The Corporation shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares or other securities or property issuable upon the exercise of the Warrants or payment of cash to any person other than the Holder of a Warrant Certificate surrendered upon exercise of the Warrants, and in case of such transfer or payment, the Corporation shall not be required to issue any stock certificate or pay any cash until such tax or charge has been paid or it has been established to the Corporation’s satisfaction that no such tax or charge is due.

9.3       Notices. Any notice, demand or delivery authorized by this Agreement shall be in writing and shall be delivered (a) by hand or overnight courier service or (b) mailed or sent by electronic transmission or transmission by telecopier or confirmed facsimile, in each case properly addressed to the party to be notified at the addresses set forth in the Credit Agreement or such other address or telecopy number as shall have been furnished to the party giving or making such notice, demand or delivery. Any notice that is sent in a manner provided herein shall have been duly given when sent.

9.4       Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

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9.5       Assignment; Successors. Subject to Section 6.2(a) hereof, this Agreement may be assigned by the Investors to any Affiliate at any time upon written notice. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Investors and their respective successors and assigns, and the Holders from time to time of the Warrants. Nothing in this Agreement is intended or shall be construed to confer upon any person, other than the Corporation, and the Investors, any right, remedy or claim under or by reason of this Agreement or any part hereof. The parties acknowledge, that upon the assignment of an Investor’s rights under the Credit Agreement as provided in Section 11.1 of the Credit Agreement, the assignee of said rights shall become a party hereto as an "Investor", with all rights, obligations and benefits of an Investor hereunder; provided, however, that any Investor who receives a Warrant Certificate hereunder prior to any such assignment, shall after such assignment, continue to have all rights under this Agreement with respect to said Warrant Certificate and the Warrant Shares issuable thereunder.

9.6       Counterparts. This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.7       Amendments. Any provision of this Agreement or the Warrant Certificates may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Corporation and the Investors holding a majority in interest of the issued or issuable Warrant Shares; provided, however, if any amendment adversely affects any Investor materially differently than it affects all other Investors hereunder, said amendment shall not be effective against such Investor without the written consent of such Investor.

9.8       Headings. The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

9.9       Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Corporation, on the one hand, and the Investors, on the other hand, and each such Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights.

9.10      Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

9.11      No Inconsistent Agreements. The Corporation has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement that is inconsistent with the rights granted to the Investors herein or that otherwise conflicts with the provisions hereof.

9.12      Limitation on Holders’ Rights. Prior to the exercise of any Warrant, the Holder thereof shall not be entitled to any rights of a shareholder, including, without limitation, the right to vote or receive dividends or other distributions, or any notice of any proceedings of the Company except as expressly provided in this Agreement.

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

MILLER INDUSTRIES, INC.

By:_________________________________
Name:______________________________
Title:_______________________________

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BANK OF AMERICA, N.A.

By:_________________________________
Name: John P. McDuffie
Title: Vice President

WACHOVIA BANK, N.A.

By:__________________________________
Name: William W. Teegarden
Title: Senior Vice President

AMSOUTH BANK

By:___________________________________
 Name: M. Rex Hamilton
 Title: Commercial Banking Officer

SUNTRUST BANK

By:________________________________________
Name: Samuel Ballesteros
Title: Director

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EXHIBIT A
FORM OF WARRANT CERTIFICATE

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE SECURITIES LAWS OR OTHER JURISDICTIONS, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE LAW.

No. ______	Warrants to purchase an aggregate
	of __________ Shares of Common Stock

WARRANT TO PURCHASE COMMON STOCK

This certifies that, for value received, _______________________ (the "Holder") or its assigns, is entitled to purchase [__] shares of common stock ("Common Stock") (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and similar events), of Miller Industries, Inc. (the "Corporation"). This Warrant entitles the holder thereof (the "Holder") to purchase from the Corporation the shares of Common Stock issuable hereunder at the purchase price (the "Exercise Price") of [$__] per share subject to the terms and conditions hereof and of that certain Warrant Agreement, dated _____ ___, 2001, among the Corporation and the Investors thereto (the "Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The number of shares purchasable upon exercise of this Warrant Certificate and the Exercise Price per share are subject to adjustment from time to time as set forth in the Agreement. In order to exercise this Warrant Certificate, the registered Holder hereof must surrender this Warrant Certificate and pay the appropriate Exercise Price at the office of Corporation as set forth in the Agreement or to its successor.

This Warrant Certificate is one of a duly authorized issue of warrants evidencing the right to purchase shares of Common Stock of the Corporation and is issued under and in accordance with the Agreement, and is subject to the terms and provisions contained therein, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Corporation and the Holder of the Warrants. The summary of the terms of the Agreement contained in this Warrant Certificate is qualified in its entirety by express reference to the Agreement.

Copies of the Agreement are on file at the office of the Corporation and may be obtained by writing to the Corporation requesting the same.

All shares of Common Stock issuable by the Corporation upon the exercise of this Warrant Certificate shall be validly issued, fully paid and nonassessable.

Subject to the requirements set forth in the Agreement and the restrictions on transfer set forth above, this Warrant Certificate and all rights hereunder shall be transferable by the registered Holder hereof on the register of the Corporation maintained by the Corporation for such purpose at its office upon surrender of this Warrant Certificate duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer the Corporation will issue and deliver to such Holder a new Warrant Certificate with respect to any portion not so transferred.

This Warrant Certificate shall be void and all exercise rights evidenced hereby shall cease on [_________ __, ____].

G-17

This Warrant Certificate and the Agreement are subject to amendment as provided in the Agreement.

Dated: ________ ___, _____.

MILLER INDUSTRIES, INC.

By:_______________________________________
Name:____________________________________
Title:_____________________________________

G-18

ATTACHMENT-1

Notice of Intention to Exercise Warrant for Cash

The undersigned holder of the attached Warrant Certificate hereby exercises the right to exchange the attached Warrant Certificate for the number of shares of Common Stock of Miller Industries, Inc. shown below in accordance with the terms thereof and directs that (i) such shares be issued and delivered to the undersigned as provided by the terms of the attached Warrant Certificate, and (ii) a certificate representing the number of shares covered by the attached Warrant Certificate which shall thereafter remain unexercised, if any, also be delivered to the undersigned. This notice is accompanied by the aggregate purchase price shown below.

1.          Number of shares as to which exercised: ________________________________

AND

2.          Aggregate Purchase Price: ___________________________________________

_________________________________________
(Signature of Holder)

G-19

EX-10.71 7 suntrnot.htm EXH. 10.71 - SUNTRUST BANK PROMISSORY NOTE

Promissory Note

(Term Loan)

$2,000,000.00 Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of SUNTRUST BANK (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION DOLLARS ($2,000,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

 Each Borrower shall be jointly and severally liable as a primary obligor.

 If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable,

 without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

 In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

 Interest hereunder shall be computed as provided in the Agreement.

 This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

 The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

 This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

 All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.72 8 amsonot.htm EXH. 10.72 - AMSOUTH BANK PROMISSORY NOTE

Promissory Note

(Term Loan)

$2,000,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of AMSOUTH BANK (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION DOLLARS ($2,000,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

 Each Borrower shall be jointly and severally liable as a primary obligor.

 If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable,

 without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

 In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys' fees, and interest thereon at the rates set forth above.

 Interest hereunder shall be computed as provided in the Agreement.

 This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

 The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

 This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

 All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.73 9 wachonot.htm EXH. 10.73 - WACHOVIA BANK PROMISSORY NOTE

Promissory Note

(Term Loan)

$2,400,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of WACHOVIA BANK, N.A. (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION FOUR-HUNDRED THOUSAND DOLLARS ($2,400,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

Each Borrower shall be jointly and severally liable as a primary obligor.

If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid

interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed as provided in the Agreement.

This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.74 10 bkoamnot.htm EXH. 10.74 - BANK OF AMERICA PROMISSORY NOTE

Promissory Note

(Term Loan)

$7,600,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of BANK OF AMERICA, N.A. (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of SEVEN MILLION SIX-HUNDRED THOUSAND DOLLARS ($7,600,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

Each Borrower shall be jointly and severally liable as a primary obligor.

If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid

interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed as provided in the Agreement.

This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.75 11 warrant.htm EXH. 10.75 - WARRANT AGREEMENT DATED JULY 23, 2001

MILLER INDUSTRIES, INC.

WARRANT AGREEMENT

July 23, 2001

TABLE OF CONTENTS

		Page
ARTICLE I	CERTAIN DEFINITIONS	1
ARTICLE II	RIGHT TO PURCHASE WARRANT SHARES	5
2.1	Form of Warrant Certificates	5
2.2	Legend	5
2.3	Warrant Tranches	6
2.4	Delivery of the Warrant Certificates	6
ARTICLE III	EXERCISE OF WARRANTS	7
3.1	Exercise Price	7
3.2	Restrictions on Exercise; Expiration	7
3.3	Method of Exercise; Payment of Exercise Price	7
3.4	Dividends and Distributions	8
ARTICLE IV	ADJUSTMENTS	8
4.1	Upon Stock Dividends, Subdivisions or Splits	9
4.2	Upon Combinations	9
4.3	Upon Reclassifications, Reorganizations, Consolidations or Mergers	9
4.4	Deferral in Certain Circumstances	9
ARTICLE V	RESERVATION AND AUTHORIZATION OF COMMON SHARES, ETC.	10
5.1	Reservation and Authorization	10
5.2	Covenant Regarding Common Stock	10
ARTICLE VI	WARRANT TRANSFER BOOKS: RESTRICTIONS ON TRANSFER	10
6.1	Transfer and Exchange	10
6.2	Special Transfer Provisions	11
6.3	Surrender of a Warrant Certificate	11
ARTICLE VII	NOTICE TO HOLDERS	11
7.1	Notices of Corporate Actions	11
7.2	Taking of Record	12
7.3	Closing of Transfer Books	12
ARTICLE VIII	REGISTRATION	13
8.1	Corporation Covenants	13
8.2	Holder Covenants	17
8.3	Indemnification	18
ARTICLE IX	MISCELLANEOUS	20
9.1	Loss or Mutilation	20
9.2	Payment of Taxes	20
9.3	Notices	21
9.4	Governing Law	21
9.5	Assignment; Successors	21
9.6	Counterparts	21
9.7	Amendments	21
9.8	Headings	22
9.9	Third Party Beneficiaries	22
9.10	Severability	22
9.11	No Inconsistent Agreements	22
9.12	Limitation on Holders’ Rights	22

i

EXHIBIT A	Warrant Certificate	A-1
ATTACHMENT-1	Notice of Intention to Exercise Warrant for Cash	B-1

ii

WARRANT AGREEMENT

WARRANT AGREEMENT, dated as of July 23, 2001 (this “Agreement”), among MILLER INDUSTRIES, INC., a Tennessee corporation (the “Corporation”), and each person attaching a signature page hereto and each other institution which may hereafter execute and deliver an instrument of assignment pursuant to Schedule 11.1 that certain Amended and Restated Credit Agreement, dated July 23, 2001, by and among the Corporation, the Lenders party thereto and Bank of America, N.A., as Agent for the Lenders (as amended, restated, supplemented, or modified, the “Credit Agreement”) (each an “Investor” and, collectively the “Investors”).

Pursuant to the terms of the Credit Agreement, the Corporation has agreed to enter into this Agreement to issue to the Investors warrants (the “Warrants”) exercisable for shares of common stock, $0.01 par value per share, of the Corporation (the “Common Stock”).

The Corporation has authorized the issuance to the Investors and to their designated Affiliates (which are, where applicable, referred to as Investors herein) of the Warrants under the terms and conditions hereof, which number of shares is subject to increase or decrease as provided herein.

In consideration of the foregoing and of the representations, warranties and agreements contained in the Credit Agreement, and for the purpose of defining the terms and provisions of the Warrants and the Warrant Shares (as defined herein) and the respective rights and obligations thereunder of the Corporation and the Holders (as defined herein), the Corporation and the Investors hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided:

(a)     the terms defined in this Article 1 have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)     the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or other subdivision; and

(c)     any capitalized term otherwise not defined herein, shall have the meaning ascribed to it under the Credit Agreement.

“Affiliate” means, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second person, whether through the ownership of voting securities, by contract or otherwise.

“Board” or “Board of Directors”means the board of directors of the Corporation.

“Business Day” means any day which is not a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, executive order, regulation or governmental decree to close.

“Capital Stock” shall mean the Common Stock and preferred stock of the Corporation.

“Change of Control” means: (i) the consummation of a merger or consolidation of the Corporation with or 

into another entity or any other corporate reorganization, or transfer of shares, in either case whereby any person or group acquires beneficial ownership of more than 50% of the combined voting power of all classes of the continuing or surviving entity’s capital stock outstanding immediately after such merger, consolidation or other reorganization, or transfer of shares, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets. A transaction shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Corporation’s incorporation or organization or to create a holding Corporation, subsidiary or other affiliate that will be owned by the Corporation or by the persons who held the Corporation’s securities immediately before such transaction in substantially the same proportions as before.

“Closing” means either the Tranche I Closing or the Tranche II Closing, whichever is applicable for a particular Warrant.

 “Commission” means the Securities and Exchange Commission.

 “Common Stock” means the common stock, $0.01 par value per share, of the Corporation.

 “Corporation” has the meaning set forth in the preamble hereto.

“Credit Agreement” has the meaning set forth in the preamble hereto.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

 “Exercise Price” shall mean either the Tranche I Exercise Price or the Tranche II Exercise, whichever is applicable for a particular Warrant.

“Expiration Date” means either the Tranche I Expiration Date or the Tranche II Expiration Date, whichever is applicable for a particular Warrant.

 “Holders” means the holders from time to time of the Warrants or the Warrant Shares issued upon exercise of the Warrants.

 “Independent Valuation Firm” means an independent, experienced appraisal firm which is a member of a recognized professional association of business appraisers acceptable to a majority of the Board of Directors of the Corporation and the applicable Holder and which has not been called upon to audit the financial statements of the Corporation or such Holder.

“Market Price” shall mean on any date specified herein, with respect to Common Stock or to common stock (or equivalent equity interests) issued pursuant to a Change of Control, the amount per share equal to (i) the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant) or, if no such sale takes place on any such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which the same are then listed or admitted to trading, or (ii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then listed or admitted to trading on any national securities exchange, the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant), or, if no such sale takes place on any such date, the average of the reported closing bid and asked prices thereof on such date, in each case as quoted in the Nasdaq National Market or, if no shares of Common Stock or no shares of such common stock (or equivalent equity interest), as the case may be, are then quoted in the Nasdaq National Market or Nasdaq Smallcap Market, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of the New York Stock Exchange selected by the Corporation, or (iii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then 

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listed or admitted to trading on any national securities exchange or quoted or published in the over-the-counter market, the higher of (x) the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation, as of the last day of any month ending within sixty (60) days preceding the date as of which the determination is to be made or the price per Warrant Share determined in good faith by the Board of Directors as of the relevant Closing and notified to the Investors in accordance with Section 7.1 (the “Initially Determined Price”); provided, however, if any Investor who is entitled to receive any Warrants with respect to the related Closing objects to the Board of Directors’ determination of such Market Price pursuant to clause (iii) above within five Business Days’ of receipt of such notice by a written notice of objection delivered to the Corporation (an “Objection Notice,” and each Investor who has delivered an Objection Notice an “Objecting Investor”), the Market Price shall be such price per Warrant Share as of the relevant Closing as may be redetermined by the Board of Directors in consultation with and subject to the agreement of each Objecting Investor, each of whom shall be required to negotiate in good faith and use commercially reasonable efforts to reach agreement prior to the Referral Date (as defined herein) (and such price shall be final upon the agreement of each of the Objecting Investors); provided, further that if the Board of Directors and each Objecting Investor are not able to agree on the Market Price within ten (10) Business Days after the Corporation’s receipt of all timely Objection Notices (the “Referral Date”), the Market Price shall be the price per Warrant Share as of the relevant Closing determined by an Independent Valuation Firm, not discounting value due to the fact that such securities constitute a minority interest, and lack liquidity but assuming that the sale would be between a willing buyer and a willing seller, neither of which is under any compulsion to sell or buy. The Board of Directors shall submit its valuations and any other relevant data, and any Investor may submit its own valuation and any other data, to the Independent Valuation Firm and the Corporation shall instruct, and shall use commercially reasonable efforts to cause the Independent Valuation Firm to make its own determination of the Market Price by not later than fifteen (15) Business Days after the Referral Date. If the Independent Valuation Firm fails to determine a price per share on or before the twentieth (20^th) Business Day following the Referral Date, the Initially Determined Price shall be deemed final and binding. If the Independent Valuation Firm determines a price per share on or before the twentieth (20^th) Business Day following the Referral Date, whether such price is higher or lower than the Initially Determined Price, the determination of the final Market Price by such Independent Valuation Firm shall be final and binding upon the parties. The Corporation agrees to pay 50%, and the Objecting Investors jointly agree to pay 50%, of the fees and expenses of the Independent Valuation Firm.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Tranche I Closing” has the meaning set forth in Section 2.3(a) hereof.

“Tranche II Closing” has the meaning set forth in Section 2.3(b) hereof.

“Tranche I Exercise Price” is equal to the Market Price as of the Tranche I Closing.

“Tranche II Exercise Price” is equal to the Market Price as of the Tranche II Closing.

“Tranche I Expiration Date” for each Warrant issued pursuant to Section 2.3(a) hereunder, is equal to the date that is seven years from the date hereof.

“Tranche II Expiration Date” for each Warrant issued pursuant to Section 2.3(b) hereunder, is equal to the date that is eight years from the date hereof.

“Tranche I Shares” means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(a) hereof.

“Tranche II Shares” means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(b) hereof.

“Transfer Legend” means a legend in the form required by Section 2.2 hereof.

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“Warrants” have the meaning set forth in the preamble hereto.

“Warrant Certificates” has the meaning set forth in Section 2.1 hereof.

“Warrant Shares” means shares of Common Stock issuable upon exercise of a Warrant Certificate.

ARTICLE II

RIGHT TO PURCHASE WARRANT SHARES

2.1    Form of Warrant Certificates.  Any certificate representing the Warrants (a “Warrant Certificate”), the form of which is attached hereto as Exhibit A, shall be detachable from this Agreement and the Credit Agreement and shall be dated the date on which it is signed by a duly authorized officer of the Corporation and shall have such insertions as are appropriate or required or permitted by this Agreement and may have such letters, numbers or other marks of identification as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement or the Credit Agreement.

2.2      Legend.   Each Warrant Certificate shall bear on the face thereof a legend (the “Transfer Legend”) substantially in the following form:

“This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

 Except as otherwise permitted by this Section 2.2, (a) each certificate for Common Stock (or other security) issued upon the exercise of any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (or other security) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

The holder of any Warrant or Warrant Share shall be entitled to receive from the Corporation, without expense, new securities of like tenor not bearing the applicable legend set forth above in this Section 2.2 when such securities shall have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such securities, (b) sold to the public pursuant to Rule 144 or any comparable rule under the Securities Act, or (c) when, in the opinion of independent counsel for the holder thereof experienced in Securities Act matters, such restrictions are no longer required in order to insure compliance with the Securities Act.

2.3     Warrant Tranches.

The Warrants shall be issuable to the Investors in accordance with the provisions of this Section 2.3.

(a)      Tranche I.   On the earliest practicable date following the One-Year Anniversary (as defined in the Credit Agreement) (the “Tranche I Closing”), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the One-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 0.5% times the number of outstanding shares of Common Stock of the Corporation as of the One-Year Anniversary (the “Tranche I

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Shares”). Each Investor a party to this Agreement on the One-Year Anniversary shall receive that number of the Tranche I Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche I Shares issuable by the Corporation pursuant to this clause (a).

(b)     Tranche II.  On the earliest practicable date following the Two-Year Anniversary (as defined in the Credit Agreement) (the “Tranche II Closing”), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 1.5% times the number of outstanding shares of Common Stock of the Corporation as of the Two-Year Anniversary (the “Tranche II Shares”). Each Investor a party to this Agreement on the Two-Year Anniversary shall receive that number of the Tranche II Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche II Shares issuable by the Corporation pursuant to this clause (b).

2.4      Delivery of the Warrant Certificates.  Within ten (10) days of any Closing, the Corporation shall issue to any Investor who is entitled to receive Warrants in accordance with Section 2.3 above, a Warrant Certificate for Warrants to purchase said number of Warrant Shares, which number of Warrant Shares is subject to increase and decrease as provided in Article 4 below.  In the event a Holder exercises its right to acquire Warrant Shares granted under any Warrant Certificate, certificates for the shares of Common Stock so purchased shall be issued in the name of, or as directed by, the Holder and delivered to Holder, or its transferee (as provided in Article 6 herein), within a reasonable time and, unless such Warrant Certificate has been fully exercised or has expired, a new Warrant Certificate representing the shares with respect to which such Warrant Certificate shall not have been exercised shall also be issued to Holder, or its transferee, within such time.

ARTICLE III

EXERCISE OF WARRANTS

3.1     Exercise Price.  The Warrant Certificates shall entitle the Holders thereof, subject to the provisions of this Agreement, to purchase, as applicable: (a) the Tranche I Warrant Shares at the Tranche I Exercise Price and (b) the Tranche II Warrant Shares at the Tranche II Exercise Price.

3.2     Restrictions on Exercise; Expiration.  Subject to the terms and conditions of this Agreement, on or before the applicable Expiration Date, the Warrants may be exercised on any Business Day as to all or any portion of the Warrant Shares. If any of the Warrants are not exercised by 5:00 p.m., New York City time, on the applicable Expiration Date, this Agreement and unexercised Warrants and Warrant Certificates shall expire and all rights of the Holders hereunder and thereunder shall terminate unless otherwise provided herein or therein.

3.3      Method of Exercise; Payment of Exercise Price.

(a)      In order to exercise all or any of the Warrants, a Holder thereof shall provide written notice in substantially the form of Attachment-1 to Exhibit A to the Corporation at its address set forth in Section 9.3 hereof specifying the number of Warrants being exercised. Such notice shall be accompanied by one or more Warrant Certificates representing not less than the number of Warrants being exercised, together with payment in full of the applicable per share Exercise Price multiplied by the number of Warrant Shares to be purchased pursuant to the exercise. The Exercise Price shall be payable, at the option of such Holder by wire transfer, certified check, official bank check or bank cashier’s check payable to the order of the Corporation.  If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Certificate(s) tendered in connection with the exercise, the Corporation shall issue new Warrant Certificate(s) for the unexercised Warrants in accordance with instructions contained in the notice of exercise and this Agreement.

(b)     In lieu of exercising this Warrant pursuant to Section 3.2(a) above, Holder may elect to 

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receive shares based on the value of this Warrant (or  the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to Holder a number of shares of Common Stock computed using the following formula:

X = Y (A-B)
             A

Where:

X=         the number of shares of Common Stock to be issued to Holder;

Y=         the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation);

A=         the Market Value of one share of the Corporation’s Common Stock (at the date of such calculation); and

B=          Exercise Price as of the date of issuance of the Warrant (adjusted to the date of such calculation).

Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly to, or upon the written order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder thereof, (ii) deliver such evidence of ownership and any other securities or property (including money) to the person or persons entitled to receive the same, and (iii) reissue, as the case may be, a Warrant Certificate for any unexercised Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise of the Warrant Certificate representing such Warrant being exercised and the payment of or surrender of Warrants representing the Exercise Price thereof, and, for all purposes of this Agreement, the person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive any Warrant Shares or other securities or property (including money) to which such person would have been entitled had such person been the record holder of such Warrant Shares or other securities or property on such date.

3.4     Dividends and Distributions.   For so long as any of the Warrants remain outstanding and unexercised, the Corporation will, upon the declaration of a cash dividend upon its Common Stock or other distribution to the holders of its Common Stock (other than a dividend to holders of its Common Stock payable in shares of the Corporation’s Common Stock) and at least 10 days prior to the record date, notify the Holders of such declaration, which notice will contain, at a minimum, the following information: (i) the anticipated date of the declaration of the dividend or distribution, (ii) the amount of such dividend or distribution, (iii) the record date of such dividend or distribution, (iv) the payment date or distribution date of such dividend or distribution, and (v) the Corporation’s best estimate of the frequency and amount of cash dividends or other distributions to be paid or made in each of the succeeding three years.

ARTICLE IV

ADJUSTMENTS

The number of Warrant Shares for which any Warrant is exercisable and the applicable Exercise Price for such Warrant shall be subject to adjustment from time to time as set forth in this Section 4.

4.1     Upon Stock Dividends, Subdivisions or Splits. If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock then, the number of shares of Common Stock purchasable on exercise of a Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock, and

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the applicable Exercise Price per share for such Warrant Shares shall be decreased in proportion to such increase in outstanding shares of Common Stock.

4.2     Upon Combinations.   If, at any time  after the date hereof, the number of shares of Common Stock outstanding is decreased by any combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable on exercise of a Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock, and the applicable Exercise Price per share for such Warrant Shares shall be increased in proportion to such decrease in outstanding shares of Common Stock.  

4.3     Upon Reclassifications, Reorganizations, Consolidations or Mergers.   In the event of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any Change of Control transaction, all Warrants issuable hereunder shall after such reorganization, reclassification, consolidation, or merger be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the successor corporation resulting from such consolidation or surviving such merger, if any, to which the holder of the number of shares of Common Stock deliverable upon exercise of a Warrant issuable hereunder (immediately prior to the time of such reorganization, reclassification, consolidation or merger) would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. Furthermore, the Corporation will not merge into or consolidate with any other person, or sell or otherwise transfer its property, assets and business substantially as an entirety to a successor of the Corporation, unless prior to the consummation of such reorganization, reclassification, consolidation or merger, the successor corporation (if other than the Corporation) resulting from such reorganization, reclassification, consolidation, assumes, by written instrument, the obligation to deliver to the Holder of a Warrant issuable hereunder, such shares of stock, securities or assets, which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon exercise. 

4.4     Deferral in Certain Circumstances.   In any case in which the provisions of this Section 4 shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event the shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event and issuing to such Holder only the shares of Common Stock issuable upon such exercise before giving effect to such adjustments; provided, however, that the Corporation shall deliver to such Holder an appropriate instrument or due bills evidencing such Holder’s right to receive such additional shares.

ARTICLE V

RESERVATION AND AUTHORIZATION OF COMMON SHARES, ETC.

5.1     Reservation and Authorization.  The Corporation hereby represents and warrants that it has reserved, and shall at all times hereafter reserve and keep available, for issuance upon exercise of the Warrants such number of its duly authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants and will cause appropriate evidence of ownership of such Warrant Shares or other securities to be delivered to the Holders of the Warrants upon their request for delivery of such, and shall take such action as shall be necessary so that all such shares of Common Stock, shall to the extent such shares are eligible for listing on a securities exchange, at all times, be duly approved for listing, subject to official notice of issuance, on each securities exchange, if any, on which such shares of Common Stock or other securities are then listed.

5.2     Covenant Regarding Common Stock.  The Corporation covenants that, except as contemplated by the Agreements, all shares of Common Stock will, upon issuance, be (a) duly authorized, validly issued, fully paid and nonassessable, (b) free from preemptive and any other similar rights and (c) free from any taxes, liens, charges or security interest with respect thereto.

ARTICLE VI

WARRANT TRANSFER BOOKS: RESTRICTIONS ON TRANSFER

6.1     Transfer and Exchange.

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(a)     The Corporation shall keep and maintain a register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of the Warrant Certificates on the Corporation’s records and transfers or exchanges of the Warrant Certificates as herein provided.

(b)      Subject to the provisions of this Article 6, a Holder may transfer a Warrant Certificate and the Warrants represented thereby in whole or in part by written notice to the Corporation stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. Any transferee shall agree in writing to be subject to the terms and conditions of this Agreement and the Agreements.

(c)      Subject to Section 6.2(b) hereof, when a Warrant Certificate is presented to the Corporation with a request to register the transfer of such Warrant Certificate, the Corporation shall register the transfer or make the exchange as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied. To permit registrations of transfers and exchanges, the Corporation shall execute and deliver such Warrant Certificate in accordance with the provisions hereof. No service charge shall be made for any registration of transfer or exchange of the Warrants.

6.2     Special Transfer Provisions.

(a)     By its acceptance of the Warrants represented by a Warrant Certificate bearing the Transfer Legend, each Holder of the Warrants acknowledges the restrictions on transfer of the Warrants and Warrant Shares and agrees that it will transfer the Warrants and Warrant Shares only in accordance with those restrictions.

(b)     Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares not bearing the Transfer Legend, the Corporation shall deliver a Warrant Certificate or stock certificate that does not bear the Transfer Legend. Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares bearing the Transfer Legend, the Corporation shall deliver such Warrant Certificate or stock certificate bearing the Transfer Legend, unless such legend may be removed from a Warrant Certificate or stock certificate as provided in the next sentence. The Transfer Legend may be removed from a Warrant Certificate or stock certificate if there is delivered to the Corporation an opinion of legal counsel satisfactory to the Corporation to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such security will not violate the registration and prospectus delivery requirements of the Securities Act or applicable law; provided, however, that the Corporation shall not be required to determine the sufficiency of any such evidence.

6.3     Surrender of a Warrant Certificate.   Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby shall be promptly canceled by the Corporation and shall not be reissued by the Corporation and, except in case of mutilation or partial exercise of the Warrants represented by such Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof.

ARTICLE VII

NOTICE TO HOLDERS

7.1     Notices of Corporate Actions.

In case:

(a)      the Corporation shall grant to the holders of its Capital Stock as a class any rights or warrants to subscribe for or purchase any shares of Capital Stock of any class; or

(b)      of any reclassification of the Capital Stock, or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the sale or transfer of all or substantially all of the assets of the Corporation, or of a Change of Control; or

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(c)      of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or

(d)      the Corporation or any subsidiary shall commence a tender offer for all or a portion of the outstanding shares of Capital Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); or

(e)      the Corporation shall take an action or an event shall occur that would require a Warrant Share and/or Exercise Price adjustment pursuant to Section 4; or

(f)     the Board of Directors shall determine the Market Price with respect to any Closing, any Referral Date shall occur or the Market Price shall be redetermined in accordance with the definition thereof;

then the Corporation shall cause to be mailed to each Investor at its last address as such address appears in the stock register, (i) in the case of any action covered by clauses (a) through (d) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and (ii) in the case of any other such action, as soon as practicable, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of the Common Stock of record who will be entitled to such dividend, distribution, rights or warrants are to be determined, (2) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (3) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the applicable Exercise Price, the Warrant Shares issuable hereunder and the kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (f) of this Section 7.1.

7.2     Taking of Record. In the case of all dividends or other distributions by the Corporation to the holders of its Common Stock with respect to which any provision of any Section hereof refers to the taking of a record of such holders, the Corporation will in each such case take such a record and will take such record as of the close of business on a Business Day.

7.3     Closing of Transfer Books.  The Corporation shall not at any time, except upon dissolution, liquidation or winding up of the Corporation, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

ARTICLE VIII

REGISTRATION

8.1     Corporation Covenants.

(a)     Registrable Securities.  As used herein,“Registrable Securities” shall mean (i) the Warrant Shares and (ii) any Common Stock issued or issuable at any time or from time to time in respect of the Warrant Shares upon a conversion, stock split, stock dividend, recapitalization or other similar event involving the Corporation; provided, however, that no shares shall be included in any registration under this Agreement unless such shares shall have been first converted to Common Stock; and provided further that shares shall cease to be Registrable Securities at

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such time as they become eligible for sale pursuant to Rule 144 under the Securities Act, and provided further that shares shall cease to be Registrable Securities at such time as they are sold by a person in a transaction in which his rights under this Agreement are not properly assigned.

(b)     Registration Upon Request.  At any time after the date hereof, the Holder or Holders of Registrable Securities constituting at least a majority of the total number of shares of Registrable Securities then outstanding or issuable upon exercise of then outstanding Warrants may request the Corporation to register under the Securities Act, for sale in accordance with the method of disposition specified in such notice, all or any portion of the Registrable Securities held by such requesting Holder or Holders; provided, however, that the aggregate offering price of the shares of Registrable Securities to be registered (if they constitute less than all of the Registrable Securities held by the requesting Holder or Holders) must be reasonably likely to equal or exceed $500,000; and provided further, that the Corporation shall have no obligation to (i) effect more than two (2) registration under this Section 8.1(b) during any period of twelve (12) consecutive months; or (ii) to effect any registration under this Section 8.1(b) within 180 days after the effective date of any registered offering of the Corporation’s securities to the general public in which such Holder or Holders shall have been able to register all Registrable Securities as to which registration shall have been requested pursuant to Section 8.1(c).

(c)     Incidental Registration.  If the Corporation at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

(d)     Obligations of the Corporation.  If and whenever the Corporation is required by the provisions of Section 8.1(b) or (c) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable Securities under the Securities Act, the Corporation will, as expeditiously as possible:

(i)     prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on the appropriate form and in compliance in all material respects with the Securities Act (the “Registration Statement”) covering such Registrable Securities, and use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicable;

(ii)     prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective (including, without limitation, any amendments or supplements which may be required as a result of any changes in any Holder’s plan of distribution) until the earlier of (1) such time as all the

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Registrable Securities have been sold by the Holders or (2) such time as the Registrable Securities will no longer be required to be registered for the resale thereof by any Holder by reason of Rule 144 of the SEC under the Securities Act or any other rule of similar effect; provided, however, that the Corporation in good faith, may delay the filing of any amendment or supplement to the Registration Statement for a reasonable period of time, not to exceed 90 days, in order to permit the Corporation (A) to effect disclosure or disposition or consummation of any transaction requiring confidential treatment which is being actively pursued at such time and which would require disclosure in the Registration Statement or (B) to negotiate, effect or complete any transaction which the Corporation reasonably believes might be jeopardized, delayed or made more costly to the Corporation by disclosure in the Registration Statement;

(iii)     advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose if such stop order, suspension or proceeding would prohibit the resale of the Registrable Securities by any Holder; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued;

(iv)      use its reasonable best efforts to furnish to the Holders with respect to the Registrable Securities registered on the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of the prospectus included in the Registration Statement (the “Prospectus”) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably request, in order to facilitate the resale of all or any of the Registrable Securities by the Holders, it being understood and agreed that the Holders will comply with the provisions of the Securities Act and of such other securities or state securities laws (“Blue Sky”) as may be applicable to selling stockholders in connection with any use of the Prospectus;

(v)      within the time during which a Prospectus is required to be delivered under the Securities Act, comply as far as it is able with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the rules and regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Registrable Securities as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, the Corporation will promptly notify the Holders and will, subject to the proviso in clause (ii) above, amend the Registration Statement or supplement the Prospectus so as to correct such statement or omission or effect such compliance and will immediately notify the Holders of the filing and effectiveness of each amendment to the Registration Statement and the filing of each supplement to the Prospectus;

(vi)     use its reasonable best efforts to register and qualify the Registrable Securities under the securities laws of such jurisdictions as any of the Holders may reasonably request and to continue such qualifications in effect so long as the Registration Statement is kept effective pursuant to this Section 8.1, except that the Corporation shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any such jurisdiction;

(vii)     if the Registrable Securities are to be sold in an underwritten offering, the Corporation will furnish, at the request of the selling Holder(s), on the date that such Registrable Securities are delivered to the underwriters for sale in an underwritten public offering (1) an opinion, dated as of such date, of counsel for the Corporation for the purposes of such registration,

11

addressed to the underwriters, in a customary form and covering maters of the type customarily covered in opinions of issuer’s counsel delivered to the underwriters in underwritten public offerings, and such other legal matters as such underwriter may reasonably request, and (2) a “comfort” letter, dated as of such date, signed by the independent public accountants of the Corporation who have certified the Corporation’s financial statements included in such registration statement, addressed to the underwriters, in a customary form and covering matters of the type customarily covered in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings and such other financial information (including information as to the period ending not more than five (5) business days prior to the date of such letter) as such underwriter may reasonably request; and, with each Holder, enter into customary agreements (including an underwriting agreement in customary form) and take such other actins as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities in an underwritten offering; and

(viii)     bear all expenses in connection with the procedures in this Section 8.1 (including without limitation all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Corporation, blue sky fees and expenses and the expense of any special audit incident to or required by any such registration), other than underwriting discounts, selling commissions, and fees and the expenses, if any, of counsel or other advisers to any of the Holders, which shall be borne by the Holders.

(e)     The Corporation shall be entitled to require that the parties refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Registration Statement that has been declared effective by the SEC or otherwise, if the board of directors of the Corporation reasonably determines that such, public sales, or distributions would interfere in any material respect with any transaction involving the Corporation that the board of directors reasonably determines to be material to the Corporation. The board of directors shall, as promptly as practicable, give the holders of the Registrable Securities written notice of any such development. In the event of a request by the board of directors of the Corporation that the holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities, the Corporation shall be required to lift such restrictions regarding effecting public sales or distributions of the Registrable Securities as soon as reasonably practicable after the board of directors shall reasonably determine public sales or distributions by the holders of the Registrable Securities shall not interfere with such transaction, provided, that in no event shall any requirement that the holders of Registrable Securities refrain from effecting public sales or distributions in the Registrable Securities extend for more than 180 days.

(f)If any Registration Statement relates to an underwritten public offering, the right of any Holder to participate in such registration pursuant shall be conditioned upon such Holder participating in such reasonable underwriting arrangements as the Corporation shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The participating Holders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Corporation and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Corporation. Notwithstanding any other provision of this Agreement, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Holders) would materially adversely effect such offering, the number of Registrable Securities to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Registrable Securities proposed to be sold by each Holder as compared to the number of shares proposed to be sold by all shareholders. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Corporation and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of

12

time as the underwriters may require.

(g)     The Corporation shall have the right to terminate or withdraw any Registration Statement initiated by it under Section 8.1(c) of this Agreement prior to the effectiveness of such Registration Statement whether or not any Holder has elected to include securities in such registration.

8.2     Holder Covenants.

(a)     Each Holder shall furnish the Corporation such information regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing.

(b)     Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities to give at least three (3) business hours prior written notice to the Corporation of any proposed sale of Registrable Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (1) unless such three (3) business hours elapse without response from the Corporation, or (2) in the event the Corporation responds by stating that an amendment to such Registration Statement or supplement to the Prospectus must be filed in accordance with Section 8.1(d)(v), until the Corporation notifies the Holder that the Registration Statement has been amended or the Prospectus supplemented as required. Each Holder further agrees that if the Registrable Securities are not sold within 24 hours of the time such notice is delivered to the Corporation, it will not sell any Registrable Securities without again complying with the notice provisions of this Section 8.2(b). For purposes hereof, “business hours” means the hours of 9:00 a.m. to 6:00 p.m. on any day when the New York Stock Exchange is open for trading.

(c)     Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Corporation of the happening of any event of the kind described in the second sentence of subdivision (v) of Section 8.1(d) or pursuant to Section 8.1(e), such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (v) of Section 8.1(a) or of notice from the Corporation pursuant to Section 8.1(e), and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus relating to such Registrable Securities at the time of receipt of such notice.

8.3     Indemnification.

(a)     The Corporation will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holder, and each person controlling such Holder, with respect to which registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, legal counsel for such underwriter and each person who controls any underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus or other document (including any related Registration Statement) incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of any rule or regulation promulgated under the Securities Act applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance; and the Corporation will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,

13

liability or action; provided, however, that the indemnity contained in this Section 8.3(a) shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if settlement is effected without the consent of the Corporation (which consent shall not unreasonably be withheld); and provided, further, that the Corporation will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Corporation by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of Registrable Securities. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(b)     Each Holder will indemnify the Corporation, each of its directors and officers, each legal counsel and independent accountant of the Corporation, each underwriter, if any, of the Corporation’s securities covered by such a Registration Statement, each person who controls the Corporation or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors and constituent partners and each person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Corporation, such Holder, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such Holder and stated to be specifically for use in connection with the offering of Registrable Securities; provided, however, that each Holder’s liability under this Section 8.3(b) shall not exceed such Holder’s proceeds from the offering of Registrable Securities made in connection with such registration.

(c)     Promptly after receipt by an indemnified party under this Section 8.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8.3(c), notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Corporation and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 8.3, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party, and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party.

(d)     If the indemnification provided for in this Section 8.3 from an indemnifying party is unavailable to an indemnified party hereunder in respect to any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information supplied by such indemnifying party or

14

indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, proceeding or claim.

ARTICLE IX

MISCELLANEOUS

9.1     Loss or Mutilation.  Upon receipt by the Corporation from any Holder of evidence reasonably satisfactory to the Corporation of the ownership of and the loss, theft, destruction or mutilation of a Warrant Certificate and an indemnity reasonably satisfactory to it (it being understood that the written indemnification agreement of Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender and cancellation hereof, the Corporation will execute and deliver in lieu hereof a new Warrant Certificate of like tenor to such Holder; provided, however, that, in the case of mutilation, no indemnity shall be required if such Warrant in identifiable form is surrendered to the Corporation for cancellation.

9.2     Payment of Taxes.  The Corporation shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of Warrant Shares or of other securities or property deliverable upon exercise of the Warrants (other than income taxes imposed on the Holders). The Corporation shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares or other securities or property issuable upon the exercise of the Warrants or payment of cash to any person other than the Holder of a Warrant Certificate surrendered upon exercise of the Warrants, and in case of such transfer or payment, the Corporation shall not be required to issue any stock certificate or pay any cash until such tax or charge has been paid or it has been established to the Corporation’s satisfaction that no such tax or charge is due.

9.3     Notices.  Any notice, demand or delivery authorized by this Agreement shall be in writing and shall be delivered (a) by hand or overnight courier service or (b) mailed or sent by electronic transmission or transmission by telecopier or confirmed facsimile, in each case properly addressed to the party to be notified at the addresses set forth in the Credit Agreement or such other address or telecopy number as shall have been furnished to the party giving or making such notice, demand or delivery. Any notice that is sent in a manner provided herein shall have been duly given when sent.

9.4     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

9.5     Assignment; Successors.  Subject to Section 6.2(a) hereof, this Agreement may be assigned by the Investors to any Affiliate at any time upon written notice. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Investors and their respective successors and assigns, and the Holders from time to time of the Warrants. Nothing in this Agreement is intended or shall be construed to confer upon any person, other than the Corporation, and the Investors, any right, remedy or claim under or by reason of this Agreement or any part hereof. The parties acknowledge, that upon the assignment of an Investor’s rights under the Credit Agreement as provided in Section 11.1 of the Credit Agreement, the assignee of said rights shall become a party hereto as an “Investor”, with all rights, obligations and benefits of an Investor hereunder; provided, however, that any Investor who receives a Warrant Certificate hereunder prior to any such assignment, shall after such assignment, continue to have all rights under this Agreement with respect to said Warrant Certificate and the Warrant Shares issuable thereunder.

9.6     Counterparts.  This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.7     Amendments.  Any provision of this Agreement or the Warrant Certificates may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Corporation and the Investors holding a majority in interest of the issued or issuable Warrant Shares; provided, however, if any amendment

15

adversely affects any Investor materially differently than it affects all other Investors hereunder, said amendment shall not be effective against such Investor without the written consent of such Investor.

9.8     Headings.  The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

9.9     Third Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Corporation, on the one hand, and the Investors, on the other hand, and each such Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights.

9.10     Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

9.11     No Inconsistent Agreements.  The Corporation has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement that is inconsistent with the rights granted to the Investors herein or that otherwise conflicts with the provisions hereof.

9.12     Limitation on Holders’ Rights.  Prior to the exercise of any Warrant, the Holder thereof shall not be entitled to any rights of a shareholder, including, without limitation, the right to vote or receive dividends or other distributions, or any notice of any proceedings of the Company except as expressly provided in this Agreement.

16

IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed, as of the date first above written

MILLER INDUSTRIES, INC.

By:        /s/ Frank Madonia

Name:  Frank Madonia

Title:    Executive Vice President

BANK OF AMERICA, N.A.

By:       /s/ John P. McDuffie

Name:  John P. McDuffie

Title:    Vice President

WACHOVIA BANK, N.A.

By:       /s/ William W. Teegarden

Name:   William W. Teegarden

Title:     Senior Vice President

AMSOUTH BANK, N.A.

By:       /s/ M. Rex Hamilton

Name:  M. Rex Hamilton

Title:    Commercial Banking Officer

SUNTRUST BANK

By:       /s/ Samuel Ballesteros

Name:  Samuel Ballesteros

Title:    Director

EXHIBIT A

FORM OF WARRANT CERTIFICATE

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE SECURITIES LAWS OR OTHER JURISDICTIONS, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE LAW.

No. ______ Warrants to purchase an aggregate

 of __________ Shares of Common Stock

WARRANT TO PURCHASE COMMON STOCK

This certifies that, for value received, _______________________ (the “Holder”) or its assigns, is entitled to purchase [__] shares of common stock (“Common Stock”) (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and similar events), of Miller Industries, Inc. (the “Corporation”). This Warrant entitles the holder thereof (the “Holder”) to purchase from the Corporation the shares of Common Stock issuable hereunder at the purchase price (the “Exercise Price”) of [$__] per share subject to the terms and conditions hereof and of that certain Warrant Agreement, dated July 23, 2001, among the Corporation and the Investors thereto (the “Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The number of shares purchasable upon exercise of this Warrant Certificate and the Exercise Price per share are subject to adjustment from time to time as set forth in the Agreement. In order to exercise this Warrant Certificate, the registered Holder hereof must surrender this Warrant Certificate and pay the appropriate Exercise Price at the office of Corporation as set forth in the Agreement or to its successor.

This Warrant Certificate is one of a duly authorized issue of warrants evidencing the right to purchase shares of Common Stock of the Corporation and is issued under and in accordance with the Agreement, and is subject to the terms and provisions contained therein, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Corporation and the Holder of the Warrants. The summary of the terms of the Agreement contained in this Warrant Certificate is qualified in its entirety by express reference to the Agreement.

Copies of the Agreement are on file at the office of the Corporation and may be obtained by writing to the Corporation requesting the same.

 All shares of Common Stock issuable by the Corporation upon the exercise of this Warrant Certificate shall be validly issued, fully paid and nonassessable.

Subject to the requirements set forth in the Agreement and the restrictions on transfer set forth above, this Warrant Certificate and all rights hereunder shall be transferable by the registered Holder hereof on the register of the Corporation maintained by the Corporation for such purpose at its office upon surrender of this Warrant Certificate duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer the Corporation will issue and deliver to such Holder a new Warrant Certificate with respect to any portion not so transferred.

A-1

This Warrant Certificate shall be void and all exercise rights evidenced hereby shall cease on [_________ __, ____].

A-2

This Warrant Certificate and the Agreement are subject to amendment as provided in the Agreement.

Dated: ________ ___, _____.

MILLER INDUSTRIES, INC.

By:

Name:

Title:

A-3

ATTACHMENT-1

Notice of Intention to Exercise Warrant for Cash

The undersigned holder of the attached Warrant Certificate hereby exercises the right to exchange the attached Warrant Certificate for the number of shares of Common Stock of Miller Industries, Inc. shown below in accordance with the terms thereof and directs that (i) such shares be issued and delivered to the undersigned as provided by the terms of the attached Warrant Certificate, and (ii) a certificate representing the number of shares covered by the attached Warrant Certificate which shall thereafter remain unexercised, if any, also be delivered to the undersigned. This notice is accompanied by the aggregate purchase price shown below.

1.      Number of shares as to which exercised: ________________________________

         AND

2.      Aggregate Purchase Price: ___________________________________________

(Signature of Holder)

B-1

EX-21 12 subsid.htm EXH. 21 - LIST OF SUBSIDIARIES

Subsidiaries

Name of Entity	State of Incorporation
A-Excellence Towing Co.	Delaware
Ackerman Wrecker Service, Inc.	Delaware
All American Towing Services, Inc.	Delaware
Allied Gardens Towing, Inc.	Delaware
Allied Towing and Recovery, Inc.	Delaware
Altamonte Towing, Inc.	Delaware
Anderson Towing Service, Inc.	Delaware
APACO, Inc.	Delaware
Arrow Wrecker Service, Inc.	Delaware
A to Z Enterprises, Inc.	Delaware
B&B Associated Industries, Inc.	Delaware
B-G Towing, Inc.	Delaware
Bear Transportation, Inc.	Delaware
Beaty Towing & Recovery, Inc.	Delaware
Bert’s Towing Recovery Corporation	Delaware
Bill Gerlock Towing Co.	Oregon
Bob’s Auto Service, Inc.	Delaware
Bob Bolin Services, Inc.	Delaware
Bob Vincent and Sons Wrecker Service, Inc.	Kentucky
Boulevard & Trumbull Towing, Inc.	Delaware
Brewer’s, Inc.	Delaware
Bryrich Corporation	Delaware
C&L Towing Services, Inc.	Delaware
Cal West Towing, Inc.	Delaware
Cardinal Centre Enterprises, Inc.	California
Cedar Bluff 24 Hour Towing, Inc.	Delaware
Central Valley Towing, Inc.	Delaware
Century Holdings, Inc.	Tennessee
Chad’s, Inc.	Delaware
Champion Carrier Corporation	Delaware
Chevron, Inc.	Pennsylvania
Chicago Metro Services, Inc.	Illinois
Clarence Cornish Automotive Service, Inc.	Delaware
Cleveland Vehicle Detention Center, Inc.	Delaware
Coffey’s Towing, Inc.	Delaware
Coleman’s Towing & Recovery, Inc.	Michigan
Competition Wheelift, Inc.	Delaware
D.A. Haneline, Inc.	Delaware
DVREX, Inc.	Texas
Dick’s Towing & Road Service, Inc.	Delaware
Dollar Enterprises, Inc.	Delaware
Don’s Towing, Inc.	Delaware

Name of Entity	State of Incorporation
Dugger’s Services, Inc.	Delaware
Dun-Rite Towing Inc.	Delaware
DuRu, Inc.	Delaware
E.B.T., Inc.	Delaware
Export Enterprises, Inc.	Delaware
Gary’s Towing & Salvage, Inc.	Delaware
Golden West Towing Equipment Inc.	Delaware
Good Mechanic Auto Co. of Richfield, Inc.	Delaware
Great America Towing, Inc.	Delaware
Greg’s Towing, Inc.	Delaware
H&H Towing Enterprises, Inc.	Delaware
Hall’s Towing Service, Inc.	Delaware
Hendrickson Towing, Inc.	Delaware
H.M.R. Enterprises, Inc.	Maryland
Interstate Towing & Recovery, Inc.	Delaware
Kauff’s, Inc.	Delaware
Kauff’s of Ft. Pierce, Inc.	Florida
Kauff’s of Miami, Inc.	Florida
Kauffs of Palm Beach, Inc.	Florida
Ken’s Towing, Inc.	Delaware
King Automotive & Industrial Equipment, Inc.	Delaware
Lazer Tow Services, Inc.	Delaware
Levesque’s Auto Service, Inc.	Delaware
LWKR, Inc.	Delaware
Lincoln Towing Enterprises, Inc.	Delaware
M&M Towing and Recovery	Delaware
Maejo, Inc.	Delaware
Mel’s Acquisition Corp.	Delaware
Merl’s Towing Service, Inc.	Delaware
Mid America Wrecker & Equipment Sales, Inc. of Colorado	Delaware
Mike’s Wrecker Service, Inc.	Delaware
Miller Financial Services Group, Inc.	Tennessee
Miller/Greeneville, Inc.	Tennessee
Miller Industries Distributing, Inc.	Delaware
Miller Industries International, Inc.	Tennessee
Miller Industries Towing Equipment Inc.	Delaware
Moore’s Service & Towing, Inc.	Delaware
Moore’s Towing Service, Inc.	Delaware
Mosteller’s Garage, Inc.	Delaware
Murphy’s Towing, Inc.	Delaware
Official Towing, Inc.	Delaware
O’Hare Truck Service, Inc.	Delaware

 -2-

Name of Entity	State of Incorporation
P.A.T., Inc.	Delaware
Pipes Enterprises, Inc.	Delaware
Pro-Tow, Inc.	Delaware
Pullen’s Truck Center, Inc.	Delaware
Purpose, Inc.	Delaware
RAR Enterprises, Inc.	Delaware
RMA Acquisition Corp.	Delaware
RRIC Acquisition Corp.	Delaware
Randy’s High Country Towing, Inc.	Delaware
Ray Harris, Inc.	Delaware
Ray’s Towing, Inc.	Delaware
Recovery Services, Inc.	Delaware
RTIEX, Inc.	Oregon
RBEX, Inc.	Delaware
Road One, Inc.	Delaware
RoadOne Employee Services, Inc.	Delaware
Road One Insurance Services, Inc.	Delaware
Road One Service, Inc.	Delaware
RoadOne Specialized Transportation, Inc.	Delaware
RoadOne Transportation & Logistics, Inc.	Delaware
R.M.W.S., Inc.	Delaware
Sakstrup Towing, Inc.	Delaware
Sandy’s Auto & Truck Service, Inc.	Delaware
Sonoma Circuits, Inc.	Delaware
Southern Wrecker Center, Inc.	Delaware
Southern Wrecker Sales, Inc.	Delaware
Southwest Transport, Inc.	Florida
Speed’s Automotive, Inc.	Oregon
Speed’s Rentals, Inc.	Oregon
Sroga’s Automotive Services, Inc.	Delaware
Suburban Wrecker Service, Inc.	Delaware
Team Towing and Recovery, Inc.	Illinois
Ted’s of Fayville, Inc.	Delaware
Texas Towing Corporation	Delaware
Thompson’s Wrecker Service, Inc.	Delaware
Tow Pro Custom Towing & Hauling, Inc.	Delaware
Treasure Coast Towing, Inc.	Delaware
Treasure Coast Towing of Martin County, Inc.	Florida
Truck Sales & Salvage Co., Inc.	Delaware
Walker Towing, Inc.	Delaware
Wes’s Service Incorporated	Delaware
Western Towing; McClure/Earley Enterprises, Inc.	Delaware
Whitey’s Towing, Inc.	Delaware
Wiltse Towing, Inc.	Delaware

 -3-

Name of Entity	State of Incorporation
Zebra Towing, Inc.	Delaware
Zehner Towing & Recovery, Inc.	Delaware

-4-

EX-23 13 consent.htm EXH. 23 - ACCOUNTANTS' CONSENT

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into Miller Industries, Inc.'s previously filed Registration Statements on Form S-4 (File No. 333-34641), and Form S-8 (File No. 33-82282).

ARTHUR ANDERSEN LLP

      /s/ ARTHUR ANDERSEN LLP

Chattanooga, Tennessee
July 25, 2001

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MJ#_\]X'=Z%D%UN7?V_U?826?T"U?[7V!-+1C^G?K46@!5Y@.:V7U@4@ M!G:@!V9^(`B&H`B.(`F6H`G&E-J=H`JN(`NVH`N^(`S&H`Q*8/S-H`W>(`[F MH`[N(`_VH`\ZU_S]H!`.(1$6H1$>(1(FH5'5H!(VH1,^(11&H11.(14VG_)5 M(19FH19N(1=VH1>68/]]H1A/CB$9EJ$9GB$:RMK+I2$;MJ$;OB$YJ$>[F$5KB$?_B$@!J(@#B(A7N#L%2(B)J(B+B(C-F+P."(D1J(D M3B(E5J(E7CLB)F:B)FXB)W:B)WXB*(:B*(XB*9:B*9XB*J:B*JXB*[:B*[XB M+,:B+,XB+=:B+=XB+N:B+NXB+_:B+SC^(C`&HS`.(S$6HS$>(S(FHS(N(S,V DHS,^(S1&HS1.(S56HS5>(S9FHS9N(S=VHS=^(SB&8RH&!``[ ` end

EX-10.60

CREDIT AGREEMENT

Dated as of July __, 2001

Among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

BANK OF AMERICA, N.A.

as the Administrative Agent, Syndication Agent, Existing Titled
Collateral Agent and Letter of Credit Issuer

and

THE CIT GROUP/BUSINESS CREDIT, INC.

as the Collateral Agent

and

Miller Industries, Inc. and its Subsidiaries

as the Borrowers

TABLE OF CONTENTS

Section	Page
ARTICLE 1 LOANS AND LETTERS OF CREDIT	2
1.1 Total Facility	2
1.2 Revolving Loans	2
1.3 Term Loans	6
1.4 Letters of Credit	7
1.5 Bank Products	11
ARTICLE 2 INTEREST AND FEES	11
2.1 Interest	11
2.2 Continuation and Conversion Elections	12
2.3 Maximum Interest Rate	13
2.4 Closing and Other  Fees	14
2.5 Unused Line Fee	14
2.6 Letter of Credit Fee	14
ARTICLE 3 PAYMENTS AND PREPAYMENTS	14
3.1 Revolving Loans	14
3.2 Reduction and Termination of Facility	15
3.3 Repayment of the Term Loans	16
3.4 Prepayments of the Loans	16
3.5 LIBOR Rate Loan Prepayments	17
3.6 Payments by the Borrowers	17
3.7 Payments as Revolving Loans	18
3.8 Apportionment, Application and Reversal of Payments	18
3.9 Indemnity for Returned Payments	18
3.10 Collateral Agents’ and Lenders’ Books and Records; Monthly Statements	19
3.11 Borrowers’ Agent	19
3.12 Joint and Several Liability	20
3.13 Obligations Absolute	20
3.14 Waiver of Suretyship Defenses	21
3.15 Contribution and Indemnification among the Borrowers	21
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY	22
4.1 Taxes	22
4.2 Illegality	23
4.3 Increased Costs and Reduction of Return	23
4.4 Funding Losses	24
4.5 Inability to Determine Rates	24
4.6 Certificates of the Collateral Agent	25
4.7 Survival	25
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES	25
5.1 Books and Records	25
5.2 Financial Information	25
5.3 Notices to the Lenders	28
5.4 Subordinated Debt Certificate	30
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS	31
6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	31

i

6.2 Validity and Priority of Security Interest	31
6.3 Organization and Qualification	32
6.4 Corporate Name; Prior Transaction2	32
6.5 Subsidiaries and Affiliates	32
6.6 Financial Statements and Projections	32
6.7 Capitalization	33
6.8 Solvency	33
6.9 Debt	33
6.10 Distributions	33
6.11 Real Estate; Leases	33
6.12 Proprietary Rights	33
6.13 Trade Names	34
6.14 Litigation	34
6.15 Labor Disputes	34
6.16 Environmental Laws	34
6.17 No Violation of Law	34
6.18 No Default	35
6.19 ERISA Compliance	35
6.20 Taxes	36
6.21 Regulated Entities	36
6.22 Use of Proceeds; Margin Regulations	36
6.23 Copyrights, Patents, Trademarks and Licenses, etc.	36
6.24 No Material Adverse Effect	37
6.25 Full Disclosure	37
6.26 Material Agreements	37
6.27 Bank Accounts	37
6.28 Governmental Authorization	37
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS	37
7.1 Taxes and Other Obligations	38
7.2 Legal Existence and Good Standing	38
7.3 Compliance with Law and Agreements; Maintenance of Licenses	38
7.4 Maintenance of Property; Inspection of Property	38
7.5 Insurance	39
7.6 Insurance and Condemnation Proceeds	40
7.7 Environmental Laws	41
7.8 Compliance with ERISA	42
7.9 Mergers, Consolidations or Sales	43
7.10 Distributions; Capital Change; Restricted Investments	44
7.11 Transactions Affecting Collateral or Obligations	44
7.12 Guaranties	44
7.13 Debt	44
7.14 Prepayment; Amendments	45
7.15 Transactions with Affiliates	45
7.16 Investment Banking and Finder’s Fees	45
7.17 Business Conducted	46
7.18 Liens	46
7.19 Sale and Leaseback Transactions	46
7.20 New Subsidiaries	46
7.21 Fiscal Year	46
7.22 Capital Expenditures	46
7.23 Fixed Charge Coverage Ratio	46
7.24 EBITDA	46

ii

7.25 Minimum Excess Availability	47
7.26 Use of Proceeds	47
7.27 Hedge Agreements	47
7.28 Banking Relationships	48
7.29 Repurchase and Chassis Floorplan Agreements	48
7.30 Billing and Collections	48
7.31 Further Assurances	48
ARTICLE 8 CONDITIONS OF LENDING	48
8.1 Conditions Precedent to Making of Loans on the Closing Date	48
8.2 Conditions Precedent to Each Loan	51
ARTICLE 9 DEFAULT; REMEDIES	52
9.1 Events of Default	52
9.2 Remedies	55
ARTICLE 10 TERM AND TERMINATION	56
10.1 Term and Termination	56
ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS	57
11.1 Amendments and Waivers	57
11.2 Assignments; Participations	58
ARTICLE 12 THE AGENTS	60
12.1 Appointment and Authorization	60
12.2 Delegation of Duties	61
12.3 Liability of the Collateral Agent	61
12.4 Reliance by the Collateral Agent	61
12.5 Notice of Default	62
12.6 Credit Decision	62
12.7 Indemnification	62
12.8 Agent in Individual Capacity	63
12.9 Successor Collateral Agent	63
12.10 Withholding Tax	63
12.11 Collateral Matters	65
12.12 Restrictions on Actions by Lenders; Sharing of Payments	66
12.13 Agency for Perfection	67
12.14 Payments by the Collateral Agent to Lenders	67
12.15 Settlement	67
12.16 Letters of Credit; Intra-Lender Issues	70
12.17 Concerning the Collateral and the Related Loan Documents	72
12.18 Field Audit and Examination Reports; Disclaimer by Lenders	73
12.19 Relation Among Lenders	73
12.20 Co-Agents	74
ARTICLE 13 MISCELLANEOUS	75
13.1 No Waivers; Cumulative Remedies	75
13.2 Severability	75
13.3 Governing Law; Choice of Forum; Service of Process	76
13.4 WAIVER OF JURY TRIAL	76
13.5 Survival of Representations and Warranties	77
13.6 Other Security and Guaranties	77
13.7 Fees and Expenses	77

iii

13.8 Notices	78
13.9 Waiver of Notices	80
13.10 Binding Effect	80
13.11 Indemnity of the Agents and the Lenders by the Borrowers	80
13.12 Limitation of Liability	81
13.13 Final Agreement	81
13.14 Counterparts	82
13.15 Captions	82
13.16 Right of Setoff	82
13.17 Confidentiality	82
13.18 Conflicts with Other Loan Documents	83

iv

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A - DEFINED TERMS

EXHIBIT A - FORM OF BORROWING BASE CERTIFICATE

EXHIBIT B - FORM OF NOTICE OF BORROWING

EXHIBIT C - FINANCIAL STATEMENTS

EXHIBIT D - FORM OF NOTICE OF CONTINUATION/CONVERSION

EXHIBIT E - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

EXHIBIT F - FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 1.1 - LENDERS’ COMMITMENTS (ANNEX A - DEFINED TERMS)

SCHEDULE 6.3 - ORGANIZATION AND QUALIFICATIONS

SCHEDULE 6.4 - PRIOR NAMES / TRANSACTIONS

SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES

SCHEDULE 6.7 - CAPITALIZATION

SCHEDULE 6.9 - DEBT

SCHEDULE 6.11 - REAL ESTATE; LEASES

SCHEDULE 6.12 - PROPRIETARY RIGHTS

SCHEDULE 6.13 - TRADE NAMES

SCHEDULE 6.14 - LITIGATION

SCHEDULE 6.15 - LABOR DISPUTES

SCHEDULE 6.16 - ENVIRONMENTAL LAW

SCHEDULE 6.26 - MATERIAL AGREEMENTS

SCHEDULE 6.27 - BANK ACCOUNTS

SCHEDULE 7.10 - EXISTING INVESTMENTS

SCHEDULE 7.15 - AFFILIATE TRANSACTIONS

SCHEDULE 7.18 - PERMITTED LIENS

v/

CREDIT AGREEMENT

This Credit Agreement, dated as of July 23, 2001, (this "Agreement") among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank of America, N.A., as administrative agent, syndication agent and existing titled collateral agent (in such capacity, the "Administrative Agent", "Syndication Agent" and "Existing Titled Collateral Agent") and as Letter of Credit Issuer, The CIT Group/Business Credit, Inc., as collateral agent for the Lenders (in such capacity, the "Collateral Agent"; the Administrative Agent, the Syndication Agent, the Existing Titled Collateral Agent and the Collateral Agent, collectively, the "Agents" and, individually, an "Agent"), and Miller Industries, Inc., a Tennessee corporation ("Parent"), and each of the other Miller Borrowers and Road One Borrowers, as such terms are hereafter defined (Parent and the other Miller Borrowers and Road One Borrowers, collectively, "Borrowers", and, individually, a "Borrower").

W I T N E S S E T H:

WHEREAS, the Borrowers have requested the Lenders to make available to the Borrowers a credit facility on the terms set forth herein, which credit facility the Borrowers will use for the purposes permitted hereunder; and

WHEREAS, in order to utilize the financial powers of the Borrowers in the most efficient and economical manner, and in order to facilitate the financing of the Borrowers’ working capital needs, the Lenders will, at the request of the Borrowers, extend financial accommodations to the Borrowers based on the combined borrowing bases of the Miller Borrowers and the RoadOne Borrowers in accordance with the provisions set forth in this Agreement; and

WHEREAS, the Borrowers’ business is a mutual and collective enterprise and the Borrowers believe that the consolidation of all loans and other financial accommodations under this Agreement will enhance the aggregate borrowing powers of the Borrowers and facilitate the administration of their loan relationship with the Agents and the Lenders, all to the mutual advantage of the Borrowers; and

WHEREAS, each Borrower acknowledges that it will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the other Borrowers as provided in this Agreement, by virtue of the Borrowers’ various inter-relationships as joint guarantors or joint obligors and the beneficiaries thereof, as lessors and lessees, as suppliers and customers, and as joint venturers; and

WHEREAS, the Agents’ and the Lenders’ willingness to extend financial accommodations to the Borrowers, and to administer the Borrowers’ collateral security therefor, on a combined basis as more fully set forth in this Agreement, is done solely as an accommodation to the Borrowers and at the Borrowers’ request and in furtherance of the Borrowers’ mutual and collective enterprise; and

WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement; and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference; and

WHEREAS, based on the foregoing, the Agents and the Lenders have agreed to make available to the Borrowers a credit facility upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agents, the Letter of Credit Issuer and the Borrowers hereby agree as follows.

ARTICLE 1
LOANS AND LETTERS OF CREDIT

1.1        Total Facility.   Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $110,000,000 (the "Total Facility") to the Borrowers from time to time during the term of this Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit and the Term Loans described herein.

1.2        Revolving Loans.

(a)       Amounts. Subject to the terms and conditions set forth in this Agreement, each Lender severally, but not jointly, agrees, upon any Borrower’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to (i) the Miller Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the Miller Borrowing Base, and (ii) the RoadOne Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the RoadOne Borrowing Base; provided, however, that in no event shall (A) the Aggregate Revolver Outstandings exceed Availability, (B) the Aggregate Miller Revolver Outstandings exceed Miller Availability, or (C) the Aggregate RoadOne Revolver Outstandings exceed RoadOne Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Miller Borrowing Base and/or the RoadOne 

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Borrowing Base on one or more occasions, but if they do so, neither the Collateral Agent nor the Lenders shall be deemed thereby to have changed the limits of the Miller Borrowing Base or the RoadOne Borrowing Base or to be obligated to exceed such limits on any other occasion. If (A) the Aggregate Miller Revolver Outstandings would exceed Miller Availability after giving effect to any Borrowing, (B) the Aggregate RoadOne Revolver Outstandings would exceed RoadOne Availability after giving effect to any Borrowing, or (C) the Aggregate Revolver Outstandings would exceed Availability after giving effect to any Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans as the Lenders determine until such excess has been eliminated, subject to the Collateral Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

(b)       Procedure for Borrowing.

(1)     Each Borrowing shall be made upon a Borrower’s irrevocable written notice delivered to the Collateral Agent in the form of a notice of borrowing ("Notice of Borrowing"), which must be received by the Collateral Agent prior to (i) 12:00 noon (Atlanta, Georgia time) three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans, and (ii) 12:00 noon (Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate Loans, specifying:

(A)     whether the Borrowing is being made by a Miller Borrower or a RoadOne Borrower;

(B)     the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount);

(C)     the requested Funding Date, which must be a Business Day;

(D)     whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and

(E)     the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of Base Rate Revolving Loans only.

(2)     In lieu of delivering a Notice of Borrowing, a Borrower may give the Collateral Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Collateral Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received.

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(3)     Whenever checks, ACH transfers or similar items are presented to Bank of America for payment against a Designated Account or any other account of a Borrower maintained with Bank of America in an amount greater than the then available balance in such accounts, such presentation shall be deemed to be a request for a Base Rate Revolving Loan on the date of such presentation in an amount equal to the excess of such checks over such available balances, and such request shall be irrevocable. The Borrowers’ Agent shall promptly notify the Collateral Agent (which notice may be telephonic) of any such deemed request for a Base Rate Revolving Loan. If all of the conditions precedent to the making of such Base Rate Revolving Loan are satisfied, the Collateral Agent shall make the election described in Section 1.2(f) and such Base Rate Revolving Loan shall be funded accordingly. If all of the conditions precedent to the making of such Base Rate Revolving Loan are not satisfied, and any such ACH transfer or similar item may not in Bank of America’s reasonable judgment be returned or rejected by Bank of America, the Lenders agree, notwithstanding the failure of the Borrowers to satisfy the conditions precedent to the making of such Base Rate Revolving Loan or anything to the contrary contained in this Agreement, to make one or more Loans in the amount of such ACH transfer or similar item.

(4)     At the election of the Required Lenders, the Borrowers shall have no right to request a LIBOR Loan while a Default or Event of Default has occurred and is continuing.

(c)     Reliance upon Authority. Prior to the Closing Date, the Borrowers shall deliver to the Collateral Agent a notice setting forth the separate accounts of the Miller Borrowers and the RoadOne Borrowers maintained with Bank of America (the "Designated Accounts") to which the Collateral Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate replacement Designated Accounts from time to time by written notice. Such Designated Accounts must be reasonably satisfactory to the Collateral Agent. The Collateral Agent is entitled to rely conclusively on any person’s request for Revolving Loans on behalf of any Borrower, so long as the proceeds thereof are to be transferred to a Designated Account. The Collateral Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by any Borrower to make such requests on its behalf.

(d)     No Liability. The Collateral Agent shall not incur any liability to any Borrower as a result of acting upon any notice referred to in Sections 1.2(b) and (c), which the Collateral Agent believes in good faith to have been given by an officer or other person duly authorized by any Borrower to request Revolving Loans on its behalf. The crediting of Revolving Loans to a Designated Account conclusively establishes the obligation of the Borrowers to repay such Revolving Loans as provided herein.

(e)     Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 1.2(b) shall be irrevocable. The Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

(f)     Collateral Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Collateral Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested Borrowing. If CIT declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested Borrowing.

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(g)     Making of Revolving Loans. If the Collateral Agent elects to have the terms of this Section 1.2(g) apply to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Collateral Agent shall notify the Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Lender shall transfer its Pro Rata Share of the requested Borrowing to the Collateral Agent in immediately available funds, to the account from time to time designated by the Collateral Agent, not later than 1:00 p.m. (Atlanta, Georgia time) on the applicable Funding Date. After the Collateral Agent’s receipt of all proceeds of such Revolving Loans, the Collateral Agent shall make the proceeds of such Revolving Loans available to the Borrowers on the applicable Funding Date by transferring same day funds to the account designated by the applicable Borrower; provided, however, that the amount of Revolving Loans so made on any date shall be permitted in accordance with Section 1.2(a).

(h)     Making of Non-Ratable Loans.

(A)     If the Collateral Agent elects, with the consent of CIT, to have the terms of this Section 1.2(h) apply to a requested Borrowing, CIT shall make a Revolving Loan in the amount of that Borrowing available to the Borrowers on the applicable Funding Date by transferring same day funds to the applicable Designated Account. Each Revolving Loan made solely by CIT pursuant to this Section is herein referred to as a "Non-Ratable Loan", and such Revolving Loans are collectively referred to as the "Non-Ratable Loans." Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to CIT solely for its own account. The Collateral Agent shall not request CIT to make any Non-Ratable Loan if (1) the Collateral Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing would exceed the applicable amount permitted under Section 1.2 on that Funding Date.

(B)     The Non-Ratable Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

(i)     Agent Advances.

(A)     Subject to the limitations set forth below, the Collateral Agent is authorized by the Borrowers and the Lenders, from time to time in the Collateral Agent’s sole discretion, (1) after the occurrence of a Default or an Event of Default, or (2) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make Base Rate Revolving Loans to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed $3,000,000, but not in excess of the Maximum Revolver Amount, which the Collateral Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or

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maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Revolving Loans for the purpose of enabling the Borrowers to meet payroll and associated tax obligations), or (3) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as "Agent Advances"); provided, that Agent Advances shall not be outstanding for more than sixty (60) consecutive days; provided, further, that the Required Lenders may at any time revoke the Collateral Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Collateral Agent’s receipt thereof.

(B)     The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

(j)     Adjustments to Revolver Amounts. The Borrowers’ Agent may from time to time, at its option upon at least five (5) Business Days’ prior written notice to the Collateral Agent, adjust the respective amounts of the Maximum Miller Revolver Amount and the Maximum RoadOne Revolver Amount, so long as (i) no Default or Event of Default then exists or will result therefrom, (ii) any such adjustment shall be in a minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (iii) the aggregate amount of the Maximum Miller Revolver Amount and the Maximum RoadOne Revolver Amount, as adjusted, shall equal the Maximum Revolver Amount. The Collateral Agent shall promptly notify each Lender of receipt by the Collateral Agent of any notice from the Borrowers’ Agent pursuant to this Section 1.2(j).

1.3      Term Loans.

(a)     Amounts of Term Loans. Each Lender severally agrees to make a term loan (any such term loan being referred to as a "Term Loan" and such term loans being referred to collectively as the "Term Loans") to the Borrowers on the Closing Date, upon the satisfaction of the conditions precedent set forth in Article 8, in an amount equal to such Lender’s Pro Rata Share of $8,000,000. The Term Loans shall initially be Base Rate Term Loans.

(b)     Making of Term Loans. Each Lender shall make the amount of such Lender’s Term Loan available to the Collateral Agent in same day funds, to the Collateral Agent’s designated account, not later than 3:00 p.m. (Atlanta, Georgia time) on the Closing Date. After the Collateral Agent’s receipt of the proceeds of such Term Loans, upon satisfaction of the conditions precedent set forth in Article 8, the Collateral Agent shall make the proceeds of such Term Loans available to the Borrowers on such Funding Date by transferring same day funds equal to the proceeds of such Term Loans received by the Collateral Agent to the Designated Account.

(c)     Term Loan Amortization. The Term Loan shall be due and payable in consecutive monthly principal installments of $167,000 each on the first day of each calendar month, commencing on August 1, 2001, with a final principal installment of all unpaid principal due and payable on the Termination Date. Each such installment shall be payable to the Collateral

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 Agent for the account of the applicable Lenders. Payments or prepayments of the Term Loans may not be reborrowed.

1.4      Letters of Credit.

(a)     Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, the Collateral Agent agrees to cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer agrees to issue, for the account of the Borrowers, one or more commercial/documentary and standby letters of credit (each a "Letter of Credit").

(b)     Amounts; Outside Expiration Date. The Collateral Agent shall not have any obligation to cause to be issued, and the Letter of Credit Issuer shall not have any obligation to issue, any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof (A) would exceed Availability at such time, (B) in the case of any Letter of Credit requested by a Miller Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the Miller Borrowers at such time in accordance with Section 1.2, or (C) in the case of any Letter of Credit requested by a RoadOne Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the RoadOne Borrowers at such time in accordance with Section 1.2; or (iii) such Letter of Credit has an expiration date less than thirty (30) days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and one hundred eighty (180) days for documentary letters of credit. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Collateral Agent and the Letter of Credit Issuer written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

(c)     Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Collateral Agent to cause to be issued, and the Letter of Credit Issuer to issue, any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Collateral Agent and the Letter of Credit Issuer:

(1)     The Borrowers shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to the Letter of Credit Issuer and reasonably satisfactory to the Collateral Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Collateral Agent and the Letter of Credit Issuer; and

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(2)     As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

(d)     Issuance of Letters of Credit.

(1)     Request for Issuance. The Borrowers must notify the Collateral Agent and the Letter of Credit Issuer of a requested Letter of Credit at least three (3) Business Days prior to the proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, the beneficiary of the requested Letter of Credit, and whether the requested Letter of Credit is for the account of a Miller Borrower or a RoadOne Borrower. The Borrowers shall attach to such notice the proposed form of the Letter of Credit.

(2)     Responsibilities of the Collateral Agent; Issuance. As of the Business Day immediately preceding the requested issuance date of the Letter of Credit, the Collateral Agent shall determine the amount of the applicable Unused Letter of Credit Subfacility, Availability, and Miller Availability and RoadOne Availability, as the case may be. If (a) the face amount of the requested Letter of Credit is less than the Unused Letter of Credit Subfacility and (b) the amount of such requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would not cause the Borrowers to exceed Availability (and would also not cause the Miller Borrowers to exceed Miller Availability, in the case of any Letter of Credit requested by a Miller Borrower, or the RoadOne Borrowers to exceed RoadOne Availability, in the case of any Letter of Credit issued for the account of a RoadOne Borrower), the Collateral Agent shall cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer shall issue, the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met.

(3)     No Extensions or Amendment. The Collateral Agent shall not be obligated to cause the Letter of Credit Issuer to extend or amend, and the Letter of Credit Issuer shall not be obligated to extent or amend, any Letter of Credit issued pursuant hereto unless the requirements of this Section 1.4 are met as though a new Letter of Credit were being requested and issued.

(e)     Payments Pursuant to Letters of Credit. The Borrowers agree to reimburse immediately the Letter of Credit Issuer for any draw under any Letter of Credit, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit immediately when due, irrespective of any claim, setoff, defense or other right which the Borrowers may have at any time against the Letter

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of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the Borrowers to the Collateral Agent for a Borrowing of a Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing.

(f)     Indemnification; Exoneration; Power of Attorney.

(1)     Indemnification. In addition to amounts payable as elsewhere provided in this Section 1.4, the Borrowers agree to protect, indemnify, pay and save the Lenders, the Letter of Credit Issuer and the Collateral Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any Lender, the Letter of Credit Issuer or the Collateral Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except to the extent of such Person’s gross negligence or willful misconduct. The Borrowers’ obligations under this Section shall survive payment of all other Obligations.

(2)     Assumption of Risk by the Borrowers. As among the Borrowers, the Lenders, the Letter of Credit Issuer and the Collateral Agent, the Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders, the Letter of Credit Issuer and the Collateral Agent shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the Lenders, the Letter of Credit Issuer or the Collateral Agent, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority; or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the Collateral Agent, the Letter of Credit Issuer or any Lender under this Section 1.4(f).

(3)     Exoneration. Without limiting the foregoing, no action or omission whatsoever by the Collateral Agent, the Letter of Credit Issuer or any Lender shall result in any liability of the Collateral Agent, the Letter of Credit Issuer or any Lender to any Borrower,

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or relieve any Borrower of any of its obligations hereunder to any such Person, except to the extent of such Person’s gross negligence or willful misconduct.

(4)     Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the Borrowers’ rights, if any, with respect to the Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between any Borrower and the Letter of Credit Issuer.

(5)     Account Party. The Borrowers hereby authorize and direct the Letter of Credit Issuer to name the applicable Borrower as the "Account Party" in any Letter of Credit and to deliver to the Collateral Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Collateral Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

(g)     Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section 1.4(b) and Section 10.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall deposit with the Letter of Credit Issuer, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, with respect to each Letter of Credit then outstanding, a standby letter of credit (a "Supporting Letter of Credit") in form and substance satisfactory to the Collateral Agent and the Letter of Credit Issuer, issued by an issuer satisfactory to the Collateral Agent and the Letter of Credit Issuer in an amount equal to 103% of the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the Letter of Credit Issuer is entitled to draw amounts necessary to reimburse the Collateral Agent, the Letter of Credit Issuer and the Lenders for payments to be made by the Collateral Agent, the Letter of Credit Issuer and the Lenders under such Letter of Credit and any fees and expenses associated with such Letter of Credit. Such Supporting Letter of Credit shall be held by the Letter of Credit Issuer, for the ratable benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding.

(h)     Successor Letter of Credit Issuer. The Letter of Credit Issuer may resign as Letter of Credit Issuer upon at least thirty (30) days’ prior notice to the Collateral Agent, the Lenders and the Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Letter of Credit Issuer. In the event Bank of America sells all of its Commitment and Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as the Letter of Credit Issuer and such purchaser or transferee shall become the successor Letter of Credit Issuer hereunder. Subject to the foregoing, if the Letter of Credit Issuer resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Letter of Credit Issuer. If no successor Letter of Credit Issuer is appointed prior to the effective date of the resignation of the Letter of Credit Issuer, the Letter of Credit Issuer may appoint, after consulting with the Collateral Agent, the Lenders and the Borrowers’ Agent, a successor Letter of Credit Issuer from among the Lenders. Upon the acceptance of its appointment as successor

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Letter of Credit Issuer hereunder, such successor Letter of Credit Issuer shall succeed to all the rights, powers and duties of the retiring Letter of Credit Issuer and the term "Letter of Credit Issuer" shall mean such successor Letter of Credit Issuer and the retiring Letter of Credit Issuer’s appointment, powers and duties as Letter of Credit Issuer shall be terminated. After any retiring Letter of Credit Issuer’s resignation hereunder as Letter of Credit Issuer, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Letter of Credit Issuer under this Agreement.

(i)     Existing Letter of Credit. Each of the Borrowers, the Lenders and the Agents agrees that the Existing Letter of Credit shall be deemed a Letter of Credit for all purposes of this Agreement as if the Existing Letter of Credit was issued on the date hereof, and the Letter of Credit Issuer shall be entitled to all the benefits as Letter of Credit Issuer and to all the obligations of the Borrowers under this Agreement with respect to the Existing Letter of Credit.

1.5      Bank Products.     The Borrowers may request and the Agents may, in their sole and absolute discretion, arrange for the Borrowers to obtain from CIT or Bank of America, or their respective Affiliates, Bank Products, although the Borrowers are not required to do so. If Bank Products are provided by an Affiliate of CIT or Bank of America, the Borrowers agree to indemnify and hold the Agents, CIT and Bank of America, and the Lenders harmless from any and all costs and obligations now or hereafter incurred by the Agents, CIT or Bank of America, or any of the Lenders which arise from any indemnity given by any Agent to its Affiliates related to such Bank Products; provided, however, nothing contained herein is intended to limit the Borrowers’ rights, with respect to CIT or Bank of America or their Affiliates, if any, which arise as a result of the execution of documents by and between the Borrowers and CIT or Bank of America which relate to Bank Products. The agreement contained in this Section shall survive termination of this Agreement. The Borrowers acknowledge and agree that the obtaining of Bank Products from CIT and Bank of America, or their respective Affiliates (a) is in the sole and absolute discretion of CIT and Bank of America, or their respective Affiliates, and (b) is subject to all rules and regulations of CIT and Bank of America, or their respective Affiliates.

ARTICLE 2
INTEREST AND FEES

2.1      Interest.

(a)     Interest Rates. All outstanding Obligations shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or the LIBOR Rate plus the Applicable Margins as set forth below, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which the Borrowers have not delivered to the Collateral Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Loans shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Collateral Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations shall bear interest as follows:

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(i)     For all Base Rate Term Loans at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin;

(ii)     For all Base Rate Revolving Loans and other Obligations (other than Base Rate Term Loans and LIBOR Rate Loans) at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin;

(iii)     For all LIBOR Term Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin; and

(iv)     For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin.

Each change in the Base Rate shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All interest charges shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). The Borrowers shall pay to the Collateral Agent, for the ratable benefit of Lenders, interest accrued on all Base Rate Loans in arrears on the first day of each month hereafter and on the Termination Date. The Borrowers shall pay to the Collateral Agent, for the ratable benefit of Lenders, interest on all LIBOR Rate Loans in arrears on each LIBOR Interest Payment Date.

(b)     Default Rate. If any Event of Default occurs and is continuing and the Collateral Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the Obligations shall bear interest at the Default Rate applicable thereto.

2.2      Continuation and Conversion Elections.

(a)     The Borrowers may:

(i)     elect, as of any Business Day, in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or

(ii)     elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

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(b)     The Borrowers shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion") to the Collateral Agent not later than 12:00 noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying:

(i)     the proposed Continuation/Conversion Date;

(ii)     the aggregate amount of Loans to be converted or renewed;

(iii)     the type of Loans resulting from the proposed conversion or continuation; and

(iv)     the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.

(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period.

(d) The Collateral Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.

(e) There may not be more than five different LIBOR Rate Loans in effect hereunder at any time.

2.3      Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by the Lenders under applicable law with respect to loans of the type provided for hereunder (the "Maximum Rate"). To the extent permitted by applicable law, if, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Collateral Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times,

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been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Collateral Agent and/or any Lender has received interest and other charges hereunder in excess of the Maximum Rate, to the extent permitted by applicable law such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest, in the inverse order of maturity, and if there are no Obligations outstanding, the Collateral Agent and/or such Lender shall refund to the Borrowers’ Agent such excess.

2.4      Closing and Other  Fees. The Borrowers agree to pay the Agents, on the due dates therefor, such closing and other fees as set forth in the Fee Letter.

2.5      Unused Line Fee. On the first day of each month and on the Termination Date, the Borrowers agree to pay (a) to the Collateral Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the "Unused Line Fee") equal to one-half of one percent (0.50%) per annum times the amount by which the Maximum Revolver Amount exceeded the sum of the average daily outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding Letters of Credit during the immediately preceding month (or shorter period if calculated for the first month hereafter or on the Termination Date). The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments received by the Collateral Agent shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Section 2.5.

2.6      Letter of Credit Fee. The Borrowers agree to pay (a) to the Collateral Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (the "Letter of Credit Fee") equal to the Applicable Margin for LIBOR Revolving Loans per annum multiplied by the undrawn face amount of each Letter of Credit, (b) to the Collateral Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) per annum of the undrawn face amount of each Letter of Credit, and (c) to the Letter of Credit Issuer, all customary costs, fees and expenses of the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

ARTICLE 3
PAYMENTS AND PREPAYMENTS

3.1      Revolving Loans. The Borrowers shall repay the outstanding principal balance of the Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. The Borrowers may prepay Revolving Loans at any time, and reborrow, subject to the terms of this Agreement. In addition, and without limiting the generality of the foregoing, upon demand the Borrowers shall pay to the Collateral Agent, for account of the Lenders, the amount, without duplication, by which the Aggregate Revolver Outstandings, the Aggregate Miller Revolver

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Outstandings or the Aggregate RoadOne Revolver Outstandings exceeds any applicable limit set forth in Section 1.2 or elsewhere in this Agreement.

3.2      Reduction and Termination of Facility.

(a)     Reduction and Termination of RoadOne Revolving Credit Facility.

(i)     The RoadOne Borrowers may from time to time permanently reduce the Maximum RoadOne Revolver Amount in whole or in part (in minimum aggregate amounts of $5,000,000 or in integral multiples of $5,000,000 in excess thereof), upon five (5) Business Days’ prior irrevocable written notice to the Collateral Agent; provided, however, (A) no such reduction shall be made which would cause the Aggregate Revolver Outstandings or Aggregate RoadOne Revolver Outstandings to exceed any applicable limit set forth in this Agreement, unless, concurrently with such reduction, the Revolving Loans are repaid to the extent necessary to eliminate such excess, and (B) no such reduction shall be made which would cause the Maximum Revolver Amount to be less than $60,000,000. The Collateral Agent shall promptly notify each Lender of receipt by the Collateral Agent of any notice from the Borrowers pursuant to this Section 3.2(a)(i) and each Lender’s Commitment shall be reduced on the effective date of any such reduction based on such Lender’s Pro Rata Share. Upon any reduction of the Maximum RoadOne Revolver Amount, the amount of the Maximum Revolver Amount and the Total Facility shall each automatically reduce in a corresponding amount.

(ii)     The RoadOne Revolving Credit Facility and the Lenders’ Commitments to make Revolving Loans thereunder shall terminate upon the Transition Date. The Collateral Agent shall promptly notify each Lender and the Borrowers’ Agent of the termination of the RoadOne Revolving Credit Facility in accordance with this Section 3.2(a)(ii). Upon the termination of the RoadOne Revolving Credit Facility, each Lender’s Commitment shall be reduced based on such Lender’s Pro Rata Share. Upon any termination of the RoadOne Revolving Credit Facility, the amount of the Maximum Revolver Amount and the Total Facility shall each automatically reduce in a corresponding amount.

(b)     Termination of Total Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice to the Collateral Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit (or the delivery to the Letter of Credit Issuer of Supporting Letters of Credit with respect thereto), (b) the prepayment in full of the Term Loans, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee set forth below, (d) the payment in full in cash of all reimbursable expenses and other Obligations, and (e) with respect to any LIBOR Rate Loans prepaid, payment of the amounts due under Section 4.4, if any. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 9.2, the Borrowers shall pay to the Collateral Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table:

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Period during which early termination occurs	Early Termination Fee
On or prior to the first Anniversary Date	4% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan
After the first Anniversary Date but on or prior to the second Anniversary Date	3% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan
After the second Anniversary Date but prior to the Stated Termination Date	1% of the Maximum Revolver Amount (after giving effect to any prior reductions thereof in accordance with Section 3.2(a)) plus the outstanding principal balance of the Term Loan

3.3      Repayment of the Term Loans. The Borrowers agree to repay the principal of the Term Loans to the Collateral Agent, for the account of the Lenders, as set forth in Section 1.3.

3.4      Prepayments of the Loans.

(a)     The Borrowers may prepay the principal of the Term Loans in whole or in part, at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Collateral Agent. All voluntary prepayments of the principal of the Term Loans shall be accompanied by the payment of all accrued but unpaid interest on the Term Loans to the date of prepayment. Any voluntary prepayment of less than all of the outstanding principal of the Term Loans shall be applied to the installments of principal of the Term Loans in the inverse order of maturity. Amounts prepaid in respect of the Term Loans may not be reborrowed.

(b)     Immediately upon receipt by any Borrower or any of its Subsidiaries of proceeds of any Asset Disposition, the Borrowers shall apply the Net Proceeds therefrom as follows:

(i)     First, all Net Senior Creditor Proceeds arising from Accounts and Fleet Vehicles shall be applied to the Obligations under the RoadOne Revolving Credit Facility in accordance with the terms of Section 3.8;

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(ii)     Second, all Net Senior Creditor Proceeds arising from Fixed Assets shall be applied to the Obligations under the Term Loan in accordance with Section 3.4(d);

(iii)     Third, all Required Payments shall be paid in full;

(iv)     Fourth, provided such payment is permitted under Section 7.14(b), all Net Junior Creditors’ Proceeds shall be paid to the Junior Creditors’ Agent to the extent of the outstanding Subordinated Debt in accordance with the provisions of Section 5.4; and

(v)     Fifth, all remaining amounts shall be applied to the Obligations in accordance with Section 3.4(d).

(c)     In the event that, at any time after the Closing Date, Parent or any of its Subsidiaries issues capital stock or other securities pursuant to a public offering (other than an offering of Permitted Refinancing Stock), no later than the second Business Day following the date of receipt of the proceeds from such issuance, the Borrowers shall (i) apply such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, to the prepayment of the Loans, and (ii) deliver to the Collateral Agent a certificate of a Designated Financial Officer demonstrating the net proceeds required to be paid to the Loans.

(d)     All prepayments of the Term Loan required to be made under clauses (b) and (c) above (together with all proceeds from any Fixed Asset disposition permitted under Section 7.9(f) to the extent the Borrowers do not reinvest the proceeds therefrom as set forth in Section 7.9(f)) shall be applied to principal installments of the Term Loan in the inverse order of their maturities, then to accrued interest and other amounts due with respect to the Term Loan, and then to other Obligations as set forth in Section 3.8.

(e)     No provision contained in this Section 3.4 shall constitute a consent to an asset disposition that is otherwise not permitted by the terms of this Agreement.

3.5      LIBOR Rate Loan Prepayments. In connection with any prepayment, if any LIBOR Rate Loans are prepaid prior to the expiration date of the Interest Period applicable thereto, the Borrowers shall pay to the Lenders the amounts described in Section 4.4.

3.6      Payments by the Borrowers.

(a)     All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Collateral Agent for the account of the Lenders, at the account designated by the Collateral Agent and shall be made in Dollars and in immediately available funds, no later than 12:00 noon (Atlanta, Georgia time) on the date specified herein. Any payment received by the Collateral Agent after such time shall be deemed (for purposes of calculating interest only) to have been received on the following Business Day and any applicable interest shall continue to accrue.

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(b)     Subject to the provisions set forth in the definition of "Interest Period", whenever any payment is due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

3.7      Payments as Revolving Loans.    At the election of the Collateral Agent, all payments of principal, interest, reimbursement obligations in connection with Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder, may be paid from the proceeds of Revolving Loans made hereunder. The Borrowers hereby irrevocably authorize the Collateral Agent to charge the Loan Account for the purpose of paying all amounts from time to time due hereunder and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances).

3.8      Apportionment, Application and Reversal of Payments.    Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agents and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Collateral Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Collateral Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agents or the Letter of Credit Issuer from the Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; third, to pay interest due in respect of all Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans; seventh, to pay an amount to the Letter of Credit Issuer equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and eighth, to the payment of any other Obligation (including any amounts relating to Bank Products) due to the Agents or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Collateral Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Collateral Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

3.9      Indemnity for Returned Payments.      If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, either Agent, any Lender, the Letter of Credit Issuer, CIT or any Affiliate of CIT (each such Person, a "Receiving Party") is for any reason compelled to surrender such payment or

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proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Receiving Party and the Borrowers shall be liable to pay to the Receiving Party, and hereby do indemnify the Receiving Party and hold the Receiving Party harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Receiving Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Receiving Party’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.9 shall survive the termination of this Agreement.

3.10      Collateral Agents’ and Lenders’ Books and Records; Monthly Statements.      The Collateral Agent shall record the principal amount of the Loans owing to each Lender, the undrawn face amount of all outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Collateral Agent or any Lender to make such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Collateral Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall, absent manifest error, constitute rebuttably presumptive proof thereof, irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Collateral Agent will provide to the Borrowers’ Agent a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.8 and corrections of errors discovered by the Collateral Agent), unless the Borrowers notify the Collateral Agent in writing to the contrary within forty-five (45) days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.

3.11     Borrowers’ Agent.      Each of the Borrowers other than Parent hereby appoints Parent, and Parent shall act under this Agreement, as the agent, attorney-in-fact and legal representative of such other Borrowers for all purposes, including requesting Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Collateral Agent or any Lender. The Collateral Agent, the Letter of Credit Issuer and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion or Continuation, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by Parent, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of the "Borrowers", and neither the Collateral Agent nor the Letter of Credit Issuer or any Lender shall have any

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obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such Notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the Borrowers’ obligations hereunder be affected, provided, that the provisions of this Section 3.11 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a "Borrower" hereunder.

3.12      Joint and Several Liability.

(a)     Joint and Several Liability. All Loans made to the Borrowers and all of the other Obligations of the Borrowers, including all interest, fees and expenses with respect thereto and all indemnity and reimbursement obligations hereunder, shall constitute one joint and several direct and general obligation of all of the Borrowers. Notwithstanding anything to the contrary contained herein, each of the Borrowers shall be jointly and severally, with each other Borrower, directly and unconditionally, liable for all Obligations, it being understood that the advances to each Borrower inure to the benefit of all Borrowers, and that the Collateral Agent, the Letter of Credit Issuer and the Lenders are relying on the joint and several liability of the Borrowers as co-makers in extending the Loans hereunder and issuing Letters of Credit. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition).

(b)     No Reduction in Obligations. No payment or payments made by any of the Borrowers or any other Person or received or collected by the Collateral Agent, the Letter of Credit Issuer or any Lender from any of the Borrowers or any Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Agreement, which shall remain liable for the Obligations until the Obligations are paid in full and the Commitment is terminated.

3.13     Obligations Absolute.   Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent, the Letter of Credit Issuer or any Lender with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition.) All Obligations shall be conclusively presumed to have been created in reliance hereon. The liabilities under this Agreement shall be absolute and unconditional irrespective of: (a) any lack of validity of enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of

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or consent to departure from any guaranty for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower; or (e) any other circumstance which otherwise constitute a defense available to, or a discharge of, any Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Collateral Agent, the Letter of Credit Issuer or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

3.14     Waiver of Suretyship Defenses.     Each Borrower agrees that the joint and several liability of the Borrowers provided for in Section 3.12 shall not be impaired or affected by any modification, supplement, extension or amendment of any contract of agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Collateral Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Collateral Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatever with the other Borrowers or with anyone else, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Collateral Agent or any Lender first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Documents and any requirement that the Collateral Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral, including any rights any Borrower may otherwise have under O.C.G.A. &sec; 10-7-24 or any successor statute or any analogous statute in any jurisdiction under the laws of which any Borrower is incorporated or in which any Borrower conducts business.

3.15     Contribution and Indemnification among the Borrowers.      Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an "Accommodation Payment"), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s "Allocable Amount" (as defined below) and the denominator of which the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the "Allocable Amount" of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower "insolvent" within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform

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Fraudulent Transfer Act (the "UFTA"), Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), or Section 18-2-22 of the Official Code of Georgia Annotated, (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 3.15 shall be subordinate in right of payment to the prior payment in full of the Obligations.

ARTICLE 4
TAXES, YIELD PROTECTION AND ILLEGALITY

4.1      Taxes.

(a)     Any and all payments by the Borrowers to each Lender or the Agents under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes. In addition, the Borrowers shall pay all Other Taxes.

(b)     The Borrowers agree to indemnify and hold harmless each Lender and the Agents for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any Lender or Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within fifteen (15) days after the date such Lender or Agent makes written demand therefor.

(c)     If any Borrower shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any Lender or Agent, then:

(i)     the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Lender or Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

(ii)     the Borrowers shall make such deductions and withholdings;

(iii)     the Borrowers shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

(iv) the Borrowers shall also pay to each Lender or Agent for the account of such Lender or Agent, at the time interest is paid, all additional

amounts which the respective Lender specifies as necessary to preserve the after-tax yield such Lender or Agent would have received if such Taxes or Other Taxes had not been imposed.

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(d)     At the Collateral Agent’s request, within thirty (30) days after the date of any payment by the Borrowers of Taxes or Other Taxes, the Borrowers shall furnish the Collateral Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Collateral Agent.

(e)     If the Borrowers are required to pay additional amounts to any Lender pursuant to subsection (c) of this Section, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by the Borrowers which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

4.2      Illegality.

(a)     If any Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make LIBOR Rate Loans, then, on notice thereof by that Lender to the Borrowers’ Agent through the Collateral Agent, any obligation of that Lender to make LIBOR Rate Loans shall be suspended until that Lender notifies the Collateral Agent and the Borrowers’ Agent that the circumstances giving rise to such determination no longer exist.

(b)     If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, the Borrowers shall, upon the Borrowers’ Agent’s receipt of notice of such fact and demand from such Lender (with a copy to the Collateral Agent), prepay in full such LIBOR Rate Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if that Lender may not lawfully continue to maintain such LIBOR Rate Loans. If the Borrowers are required to so prepay any LIBOR Rate Loans, then concurrently with such prepayment, the Borrowers shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan.

4.3      Increased Costs and Reduction of Return.

(a)     If any Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Collateral Agent), pay to the Collateral Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. Payment by the Borrowers

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under this Section 4.3(a) shall be made within fifteen (15) days after the date such Lender makes written demand therefor.

(b)     If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers through the Collateral Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. Payment by the Borrowers under this Section 4.3(b) shall be made within fifteen (15) days after the date such Lender makes written demand therefor.

4.4     Funding Losses.     The Borrowers shall reimburse each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

(a)     the failure of any Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan;

(b)     the failure of any Borrower to borrow, continue or convert a LIBOR Rate Loan after any Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion; or

(c)     the prepayment or other payment (including after acceleration thereof) of any LIBOR Rate Loans on a day that is not the last day of the relevant Interest Period;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by any Lender in connection with the foregoing.

4.5      Inability to Determine Rates.      If the Collateral Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Collateral Agent will promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Collateral

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Agent revokes such notice in writing. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. If the Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrowers, in the amount specified in the applicable notice submitted by the Borrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

4.6      Certificates of the Collateral Agent.     If any Lender claims reimbursement or compensation under this Article 4, the affected Lender shall determine the amount thereof and shall deliver to the Borrowers’ Agent (with a copy to the Collateral Agent) a certificate setting forth in reasonable detail the amount payable to the affected Lender, and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.

4.7      Survival.      The agreements and obligations of the Borrowers in this Article 4 shall survive the payment of all other Obligations.

ARTICLE 5
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

5.1      Books and Records.     The Borrowers shall maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of their transactions in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). The Borrowers shall, by means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. The Borrowers shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Collateral Agent shall reasonably require, including, but not limited to, records of (a) all payments received and all credits and extensions granted with respect to the Accounts, and (b) the return, rejection, repossession, stoppage in transit, loss, damage, or destruction of any Inventory.

5.2      Financial Information.     The Borrowers shall promptly furnish to each Lender all such financial information as the Collateral Agent or any Lender shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to each Lender, in such detail as the Collateral Agent or the Lenders shall request, the following:

(a)     As soon as available, but in any event not later than ninety (90) days after the close of each Fiscal Year, consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity, and consolidating unaudited balance sheets, income statements and cash flow statements (such cash flow statements to be consolidated by business segment) for the Consolidated Parties for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated

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basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants selected by the Borrowers and reasonably satisfactory to the Collateral Agent. The Borrowers, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Collateral Agent, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Collateral Agent and the Lenders. The Borrowers hereby authorize the Collateral Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Collateral Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrowers and to discuss directly with the Collateral Agent the finances and affairs of the Borrowers.

(b)     As soon as available, but in any event not later than thirty (30) days after the end of each month, unaudited balance sheets of the Consolidated Parties (by business segment) as at the end of such fiscal month, and statements of profits and losses and cash flows for the Consolidated Parties (by business segment) for such fiscal month and for the period from the beginning of the Fiscal Year to the end of such fiscal month, all in reasonable detail, fairly presenting the financial position and results of operations of the Consolidated Parties as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the Borrowers’ budget, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), but subject to the absence of footnotes, the fact that such financial statements are not consolidated, and normal year-end adjustments. The Borrowers shall certify by a certificate signed by a Designated Financial Officer that all such statements have been prepared in accordance with GAAP and present fairly the Consolidated Parties’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to the absence of footnotes, the fact that such financial statements are not consolidated, and normal year-end adjustments.

(c)     With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants that examined such statement to the effect that they have reviewed and are familiar with this Agreement and that, in examining such Financial Statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default with respect to a financial covenant, except for those, if any, described in reasonable detail in such certificate.

(d)     As soon as available, but in any event not later than forty-five (45) days after the end of each fiscal quarter, consolidated and consolidating unaudited balance sheets of the Consolidated Parties as at the end of such fiscal quarter, and consolidated and consolidating unaudited income statements and cash flow statements for the Consolidated Parties (by business segment in the case of consolidating cash flow statements) for such fiscal quarter and for the period from the beginning of the Fiscal Year to the end of such fiscal quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Consolidated Parties as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the Borrowers’ budget, and prepared in

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accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), but subject to the absence of footnotes and normal year-end adjustments. The Borrowers shall certify by a certificate signed by a Designated Financial Officer that all such statements have been prepared in accordance with GAAP and present fairly the Consolidated Parties’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments.

(e)     With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a) and each of the Financial Statements delivered pursuant to Section 5.2(d), a certificate of a Designated Financial Officer, substantially in the form of Exhibit F, setting forth in reasonable detail the calculations required to establish that the Borrowers were in compliance with the covenants set forth in Sections 7.22 through 7.25 during the period covered in such Financial Statements and as at the end thereof. With each of the Financial Statements delivered pursuant to Sections 5.2(b) and (d), a certificate of a Designated Financial Officer, substantially in the form of Exhibit F, stating that, except as explained in reasonable detail in such certificate, (i) all of the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (ii) the Borrowers are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, (iii) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such fiscal month, and (iv) in the case of each certificate delivered pursuant to Section 5.2(d), describing and analyzing in reasonable detail all material trends, changes, and developments in each and all Financial Statements (or certifying that such description and analysis is set forth in Parent’s 10-Q filing for such fiscal quarter then ending). If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrowers have taken or propose to take with respect thereto.

(f)     No sooner than sixty (60) days and not less than thirty (30) days prior to the beginning of each Fiscal Year, annual forecasts by business segment (to include forecasted consolidated and consolidating balance sheets, income statements and cash flow statements, and forecasts of borrowing base availability) for the Consolidated Parties as at the end of and for each month of such Fiscal Year.

(g)     Promptly after the Collateral Agent’s request, a copy of each annual report or other filing filed with respect to each Plan of any Borrower.

(h)     Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by Parent or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act (other than regularly scheduled reports such as 10-Qs and 10-Ks), and all reports, notices, or statements sent or received by Parent or any of its Subsidiaries to or from the holders of any equity interests of Parent (other than routine non-material correspondence sent by shareholders of Parent to Parent) or any such Subsidiary or of any Debt

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of Parent or any of its Subsidiaries registered under the Securities Act of 1933 or to or from the trustee under any indenture under which the same is issued.

(i)     As soon as available, but in any event not later than fifteen (15) days after Parent’s receipt thereof, a copy of all management reports and management letters prepared for any Borrower by any independent certified public accountants of the Borrowers.

(j)     Promptly after their preparation, copies of any and all proxy statements which Parent makes available to its shareholders.

(k)     If requested by the Collateral Agent, promptly after filing with the IRS, a copy of each tax return filed by Parent or by any of its Subsidiaries.

(l)     As soon as available, but in any event (i) within four (4) Business Days after the last Business Day of each calendar week, a Borrowing Base Certificate as of the last Business Day of such calendar week, and (ii) within thirty (30) days after the end of each month, a Borrowing Base Certificate as of the last day of such month, in each case together with all supporting information with respect thereto in accordance with Section 9 of the Security Agreement.

(m)     Such additional information as the Collateral Agent and/or any Lender may from time to time reasonably request regarding the financial and business affairs of Parent or any Subsidiary.

5.3     Notices to the Lenders.     The Borrowers shall notify the Collateral Agent and the Lenders in writing of the following matters at the following times:

(a)     Immediately after becoming aware of any Default or Event of Default;

(b)     Immediately after becoming aware of the assertion by the holder of any capital stock of Parent or of any Subsidiary, or the holder or holders of any Debt of Parent or any Subsidiary in a face amount in excess of $250,000 individually or $500,000 in the aggregate for Parent and the Subsidiaries, that a default exists with respect thereto or that Parent or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

(c)     Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

(d)     Immediately after becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;

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(e)     Immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting Parent or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;

(f)     Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting Parent or any Subsidiary which could reasonably be expected to have a Material Adverse Effect;

(g)     Promptly after receipt of any notice of any violation by Parent or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that Parent or any Subsidiary is not in compliance with any Environmental Law or is investigating Parent’s or such Subsidiary’s compliance therewith which could reasonably be expected to give rise to liability in excess of $100,000 or have a Material Adverse Effect;

(h)     Promptly after receipt of notice of any Environmental Claim or of any written notice that Parent or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that Parent or any Subsidiary is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $100,000;

(i)     Promptly after receipt of any written notice of the imposition of any Environmental Lien against any property of Parent or any of its Subsidiaries;

(j)     Any change in any Borrower’s name, state of organization or state organization number, locations of Collateral, form of organization, trade names under which any Borrower will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

(k)     Within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know, that an ERISA Event, or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) which is reasonably likely to give rise to liability in excess of $250,000, has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto;

(l)     Upon request, or, in the event that such filing reflects a significant adverse change with respect to the matters covered thereby, within three (3) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series),

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including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Borrower or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either any Borrower or any ERISA Affiliate;

(m)     Upon request, copies of each actuarial report for any Plan or Multi-employer Plan and annual report for any Multi-employer Plan; and within three (3) Business Days after receipt thereof by any Borrower or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability;

(n)     Within three (3) Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase any Borrower’s annual costs with respect thereto by an amount in excess of $250,000, or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any ERISA Affiliate was not previously contributing; or (ii) any failure by any Borrower or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; or

(o)     Within three (3) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan.

Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and shall set forth the action that the Borrowers or the applicable Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

5.4 Subordinated Debt Certificate.      Not less than five (5) Business Days prior to any payment of any principal of, or interest or other amounts on, any Subordinated Debt, and as a condition precedent to making such payment, the Borrowers’ Agent shall deliver to the Collateral Agent a certificate of a Designated Financial Officer (a) stating that no Event of Default is in existence as of the date of the certificate or will be in existence as of the date of such payment, both with and without giving effect to the making of such proposed payment, (b) setting forth the amount of principal, interest and other amount proposed to be paid, (c) setting forth the Excess Availability as of the date of the certificate and as expected as of the date of such proposed payment,

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both with and without giving effect to the making of such proposed payment, (d) certifying that the proposed payment is permitted under Section 7.14(b) of this Agreement, and (e) in the case of any Permitted Payment of principal to be made in accordance with the terms of the Subordination Agreement pursuant to Section 7.14(b) of this Agreement, a detailed calculation of the amount of the proposed principal payment, including, (i) in the case of any payment to be made from the proceeds of RoadOne Dispositions in accordance with Section 3.4(b), a detailed calculation of the Net Junior Creditors’ Proceeds, and (ii) in the case of any regularly scheduled principal payment, a detailed calculation of the Fixed Charge Coverage Ratio for the twelve (12) fiscal month period most recently ended (or, in the case of the initial regularly scheduled principal payment, for the Stub Period (as defined in the definition of "Permitted Payments") and for the twelve (12) fiscal month period ending as of the last day of the Stub Period), both with and without giving effect to the making of the proposed payment (and the Borrowers shall provide with such certificate all such supporting information as the Collateral Agent may request in order to confirm and verify the accuracy of such calculations and the amount of the proposed payment).

ARTICLE 6
GENERAL WARRANTIES AND REPRESENTATIONS

The Borrowers warrant and represent to the Agents and the Lenders that, except as hereafter disclosed to and accepted by the Collateral Agent and the Required Lenders in writing:

6.1     Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.      Each Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant Liens upon and security interests in the Collateral to the Collateral Agent. Each Borrower has taken all necessary action (including obtaining approval of its stockholders, if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Borrower, and constitute the legal, valid and binding obligations of each Borrower, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Each Borrower’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Borrower or any of its Subsidiaries, by reason of the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which such Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement of such Borrower or any of its Subsidiaries.

6.2      Validity and Priority of Security Interest.      The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the ratable benefit of the Collateral Agent, the Letter of Credit

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Issuer and the Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral (except for those Liens identified in clauses (a), (c), (d) and (e) of the definition of Permitted Liens), and are enforceable against each Borrower as security for all of the Obligations.

6.3     Organization and Qualification.      Each Borrower (a) is duly organized or incorporated and validly existing in good standing under the laws of the state of its organization or incorporation, (b) is qualified to do business and is in good standing in the jurisdictions set forth on Schedule 6.3 which are the only jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, except where such failure could not reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business and to own its property.

6.4      Corporate Name; Prior Transactions.      Except as set forth on Schedule 6.4, no Borrower has, during the past five (5) years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.

6.5      Subsidiaries and Affiliates.      Schedule 6.5 is a correct and complete list of the name and relationship to Parent of each and all of Parent’s Subsidiaries and other Affiliates. Each non-Borrower Subsidiary is (a) duly incorporated or organized and validly existing in good standing under the laws of its state of incorporation or organization set forth on Schedule 6.5, (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on any such Subsidiary’s business, operations, prospects, property, or condition (financial or otherwise) and (c) has all requisite power and authority to conduct its business and own its property.

6.6      Financial Statements and Projections.

(a)     The Borrowers have delivered to the Agents and the Lenders the drafts of the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Consolidated Parties as of April 30, 2001, and for the Fiscal Year then ended, accompanied by the draft report thereon of the Borrower’s independent certified public accountants, Arthur Andersen LLP. All such financial statements have been prepared in accordance with GAAP, and present accurately and fairly in all material respects the financial position of the Consolidated Parties as at the dates thereof and their results of operations for the periods then ended.

(b)     The Latest Projections (attached hereto as Exhibit C in the case of the Latest Projections on the Closing Date) when submitted to the Lenders as required herein represent the Borrowers’ good faith estimate of the future financial performance of the Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

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(c)     The pro forma balance sheet of the Consolidated Parties as at April 30, 2001, attached hereto as Exhibit C, presents fairly and accurately the Consolidated Parties’ financial condition as at such date after giving effect to the transactions contemplated by this Agreement, and has been prepared in accordance with GAAP.

6.7     Capitalization.      Schedule 6.7 sets forth, as of the Closing Date, the number of authorized shares of capital stock or similar equity interests of each Borrower and each Subsidiary of any Borrower, the number of such shares or other interests that are outstanding, and the names of the record and beneficial owners of all such shares of all Borrowers (other than Parent) and their Subsidiaries. All such issued and outstanding shares or other interests are validly issued, fully paid and non-assessable.

6.8     Solvency.      Each Borrower is Solvent prior to and after giving effect to the Borrowings to be made on the Closing Date and the issuance of the Letters of Credit to be issued on the Closing Date, and shall remain Solvent during the term of this Agreement.

6.9      Debt.      After giving effect to the making of the Borrowings to be made on the Closing Date and the issuance of the Letters of Credit to be issued on the Closing Date, the Consolidated Parties have no Debt, except (a) the Obligations, (b) Debt described on Schedule 6.9, and (c) other Permitted Debt.

6.10      Distributions.      Since April 30, 2001, no Distribution has been declared, paid, or made upon or in respect of any capital stock or other securities of Parent or any of its Subsidiaries, except for Distributions from Subsidiaries to Parent or other Borrowers.

6.11      Real Estate; Leases.      Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by any Borrower and any of its Subsidiaries, all leases and subleases of real or personal property held by any Borrower as lessee or sublessee (other than leases of personal property as to which any Borrower is lessee or sublessee for which the value of such personal property in the aggregate is less than $500,000), and all leases and subleases of real or personal property held by any Borrower as lessor or sublessor. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and, to the Borrowers’ best knowledge, no default by any party to any such lease or sublease exists, which default could reasonably be expected to have a Material Adverse Effect. Each Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by such Borrower, or valid leasehold interests in all Real Estate designated therein as "leased" by such Borrower, and each Borrower has good, indefeasible, and merchantable title to all of its other property reflected on the April 30, 2001 Financial Statements delivered to the Agents and the Lenders, except as disposed of in the ordinary course of business or in accordance with the terms of this Agreement since the date thereof, free of all Liens except Permitted Liens.

6.12      Proprietary Rights.      Schedule 6.12 sets forth a correct and complete list of all of each Borrower’s Proprietary Rights. None of the Proprietary Rights is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.12. To the best of any Borrower’s knowledge, none of the Proprietary Rights infringes on or conflicts with any other 

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Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights, in each case, where such infringement could reasonably be expected to have a Material Adverse Effect. The Proprietary Rights described on Schedule 6.12 constitute all of the property of such type necessary to the current and anticipated future conduct of the Borrowers’ business.

6.13      Trade Names.      All trade names or styles under which any Borrower or any of its Subsidiaries will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, are listed on Schedule 6.13.

6.14      Litigation.      Except as set forth on Schedule 6.14, there is no pending, or to the best of any Borrower’s knowledge, threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of any Borrower’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

6.15      Labor Disputes.      Except as set forth on Schedule 6.15, as of the Closing Date (a) there is no collective bargaining agreement or other labor contract covering employees of any Borrower or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) except in the case of any Foreign Subsidiary organized under the laws of France, no union or other labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of any Borrower or any of its Subsidiaries or for any similar purpose, and (d) there is no pending or (to the best of any Borrower’s knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting any Borrower or its Subsidiaries or their employees.

6.16      Environmental Laws.      Except as otherwise disclosed on Schedule 6.16 and except for such failures, liabilities, violations and investigations (and, in the case of clause (f), for tanks, impoundments, materials and PCBs, and the presence thereof) which could not reasonably be expected to have a Material Adverse Effect:

(a)     Each Borrower and its Subsidiaries have complied in all material respects with all Environmental Laws and neither any Borrower nor any Subsidiary nor any of its presently owned real property or presently conducted operations, nor its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release of a Contaminant.

(b)     Each Borrower and its Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, and all such permits are in good standing and each Borrower and its Subsidiaries are in compliance with all material terms and conditions of such permits.

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(c)     Neither any Borrower nor any of its Subsidiaries, nor, to the best of any Borrower’s knowledge, any of its predecessors in interest, has in violation of applicable law stored, treated or disposed of any hazardous waste.

(d)     Neither any Borrower nor any of its Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release of a Contaminant.

(e)     To the best of each Borrower’s knowledge, none of the present or past operations of any Borrower or its Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of a Contaminant.

(f)     There is not now, nor to the best of each Borrower’s knowledge has there ever been, on or in the Real Estate:

(1) any underground storage tanks or surface impoundments,

(2) any asbestos-containing material, or

(3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment.

(g)     Neither any Borrower nor any of its Subsidiaries has filed any notice under any requirement of Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment.

(h)     Neither any Borrower nor any of its Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on any Borrower or any of its Subsidiaries with respect to any remedial action in response to the Release of a Contaminant or environmentally related claim.

(i) None of the products presently manufactured, distributed or sold by any Borrower or any of its Subsidiaries contain asbestos      containing material.

(j)     No Environmental Lien has attached to the Real Estate.

6.17      No Violation of Law.     Neither any Borrower nor any of its Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

6.18     No Default.      Neither any Borrower nor any of its Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to

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which any Borrower or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.

6.19      ERISA Compliance.

(a)     Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of each Borrower, nothing has occurred which would cause the loss of such qualification. Each Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)     There are no pending or, to the best knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)     (i)     No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

6.20     Taxes.      Each Borrower and its Subsidiaries have filed all federal and other material tax returns and reports required to be filed, and have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien.

6.21     Regulated Entities.      None of the Borrowers, any Person "controlling" (as such term is defined in the Investment Company Act of 1940) any Borrower, or any Subsidiary, is an "Investment Company" within the meaning of the Investment Company Act of 1940. No Borrower is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal or state statute or regulation limiting its ability to incur indebtedness.

6.22      Use of Proceeds; Margin Regulations.      The proceeds of the Loans are to be used solely for working capital purposes and to repay Debt on the Closing Date. Neither any

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Borrower nor any Subsidiary is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

6.23      Copyrights, Patents, Trademarks and Licenses, etc.     Each Borrower owns or is licensed or otherwise has the right to use all material patents, trademarks, service marks, trade names, copyrights, contractual franchises, licenses, rights of way, authorizations and other rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any Subsidiary infringes upon any rights held by any other Person, where such infringement could reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of any Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

6.24      No Material Adverse Effect.     No Material Adverse Effect has occurred since April 30, 2001.

6.25      Full Disclosure.      None of the representations or warranties made by any Borrower or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of any Borrower or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

6.26      Material Agreements.      Schedule 6.26 hereto sets forth as of the Closing Date all Chassis Floorplan Agreements and Repurchase Agreements to which any Borrower or any of its Subsidiaries is a party or is bound as of the date hereof.

6.27      Bank Accounts.      Schedule 6.27 contains a complete and accurate list of all bank accounts maintained by any Borrower with any bank or other financial institution.

6.28     Governmental Authorization.      No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower or any of its Subsidiaries of this Agreement or any other Loan Document.

ARTICLE 7
AFFIRMATIVE AND NEGATIVE COVENANTS

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Each Borrower covenants to the Agents and each Lender that so long as any of the Obligations remain outstanding or this Agreement is in effect:

7.1      Taxes and Other Obligations.      Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Collateral Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrowers have notified the Collateral Agent in writing, neither any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such Borrower or its Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

7.2      Legal Existence and Good Standing.      Except as permitted under Section 7.9(e), (f) and (g), each Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in its jurisdiction of organization and in all other jurisdictions in which the failure to maintain such qualification or good standing could reasonably be expected to have a Material Adverse Effect.

7.3      Compliance with Law and Agreements; Maintenance of Licenses.      Each Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). Each Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date, except where such failure to obtain or maintain could not reasonably be expected to have a Material Adverse Effect. No Borrower shall modify, amend or alter its certificate or articles of incorporation, or its limited liability company operating agreement or limited partnership agreement, as applicable, other than in a manner which does not adversely affect the rights of the Lenders or the Collateral Agent.

7.4      Maintenance of Property; Inspection of Property.

(a)     Each Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its property necessary and useful in the conduct of its business, in good operating condition and repair, ordinary wear and tear excepted.

(b)     The Borrowers shall permit representatives and independent contractors of the Collateral Agent (accompanied by any Lender that elects to participate) to visit and inspect any of their properties, to examine their corporate, financial and operating records,

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and make copies thereof or abstracts therefrom and to discuss their affairs, finances and accounts with their directors, officers and independent public accountants, at such reasonable times during normal business hours and as soon as may be reasonably desired, upon reasonable advance notice to the Borrowers’ Agent. The Borrowers shall be responsible for the expenses of the Collateral Agent and its representatives and independent contractors in connection with such visits and inspections, as set forth in Section 13.7(f); provided, however, (i) if no Event of Default exists, the Borrowers shall not be responsible for the expense of (A) more than four such inspections and audits per year conducted at the chief executive offices of the Borrowers or any other location where books and records relating to Accounts are located, (B) more than two such inspections and audits per year conducted at each manufacturing location of the Borrowers, and (C) more than one such inspection and audit per year conducted at each other office or location where Collateral is located, and (ii) when an Event of Default exists, the Collateral Agent or any Lender may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.

(c)     The Borrowers shall cooperate with the Collateral Agent and its representatives and independent contractors (such cooperation to include the Borrowers making their books and records, Collateral and personnel available to the Collateral Agent and its representatives and independent contractors) in order to enable the Collateral Agent to obtain updated appraisals of the Fixed Assets (such appraisals to be prepared on a basis satisfactory to the Collateral Agent) whenever an Event of Default exists, and at such other times not more frequently than once a year as the Collateral Agent requests. The Collateral Agent shall select any and all appraisers in its sole discretion. The Borrowers will reimburse the Collateral Agent for all of its reasonable out-of-pocket costs and expenses actually incurred in connection with each such appraisal.

(d)     The Borrowers shall cooperate with the Collateral Agent and its representatives and independent contractors (such cooperation to include the Borrowers making their books and records, Collateral and personnel available to the Collateral Agent and its representatives and independent contractors) in order to enable the Collateral Agent to obtain an Appraisal of the Borrowers’ finished goods Inventory and Fleet Vehicles (a) on or before the Closing Date, and (b) at least every three months thereafter (or more often, if requested by the Collateral Agent, in its sole discretion during the existence of an Event of Default). The Collateral Agent shall select any and all appraisers in its sole discretion. The Borrowers will reimburse the Collateral Agent for all of its reasonable out-of-pocket costs and expenses actually incurred in connection with each such Appraisal.

7.5      Insurance.

(a)     Parent shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers having a rating of at least A+ or better by Best Rating Guide, insurance against loss or damage by fire with extended coverage; theft, burglary, pilferage and loss in transit; public liability and third party property damage; larceny, embezzlement or other criminal liability; business interruption; public liability and third party property damage; and such other hazards or of such other types as is customary for Persons

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engaged in the same or similar business, and in amounts consistent with past practices, and under policies, customary for Persons engaged in the same or similar business. Without limiting the foregoing, in the event that any improved Real Estate covered by the Mortgages is determined to be located within an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area ("SFHA"), the applicable Borrower shall purchase and maintain flood insurance on the improved Real Estate and any Equipment and Inventory located on such Real Estate. The amount of said flood insurance will be reasonably determined by the Collateral Agent, and shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended. The Borrowers shall also maintain flood insurance for their Inventory and Equipment which is, at any time, located in a SFHA.

(b)     Each Borrower shall cause the Collateral Agent, for the ratable benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured, in a manner acceptable to the Collateral Agent. Each policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Collateral Agent shall not be impaired or invalidated by any act or neglect of any Borrower or any of its Subsidiaries or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers when due, and certificates of insurance and, if requested by the Collateral Agent or any Lender, photocopies of the policies, shall be delivered to the Collateral Agent. If any Borrower fails to procure such insurance or to pay the premiums therefor when due, the Collateral Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans.

7.6      Insurance and Condemnation Proceeds.      The Borrowers shall promptly notify the Collateral Agent and the Lenders of any loss, damage, or destruction to the Collateral, whether or not covered by insurance, in excess of $100,000. The Collateral Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral (other than Collateral subject to a prior Permitted Lien permitted under clauses (i), (j), (k), (l) or (m) of the definition of "Permitted Liens") directly and to apply or remit them as follows:

(a)     With respect to insurance and condemnation proceeds relating to such Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Collateral Agent in the collection or handling thereof, the Collateral Agent shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.8.

(b)     With respect to insurance and condemnation proceeds relating to such Collateral consisting of Fixed Assets, the Collateral Agent shall permit or require the Borrowers to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction so long as (i) no

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Default or Event of Default has occurred and is continuing, (ii) the aggregate proceeds do not exceed $250,000 and (iii) the Borrowers first (A) provide the Collateral Agent and the Required Lenders with plans and specifications for any such repair or restoration which shall be reasonably satisfactory to the Collateral Agent and the Required Lenders and (B) demonstrate to the reasonable satisfaction of the Collateral Agent and the Required Lenders that the funds available to them will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Collateral Agent shall apply such insurance and condemnation proceeds, ratably, to the reduction of the Obligations in the order provided for in Section 3.4(d).

7.7      Environmental Laws.

(a)     Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the generation, handling, use, storage, and disposal of any Contaminant, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each Borrower shall, and shall cause each of its Subsidiaries to, take prompt and appropriate action, in accordance with any applicable Environmental Law, to respond to any non-compliance or alleged non-compliance with Environmental Laws and shall promptly report to the Collateral Agent on such response.

(b)     Without limiting the generality of the foregoing, the Borrowers shall submit to the Collateral Agent and the Lenders annually, commencing on the first Anniversary Date, and on each Anniversary Date thereafter, an update of the status of each environmental compliance or liability issue that could be reasonably be expected to result in liabilities or costs in excess of $100,000 in the aggregate. The Collateral Agent or any Lender shall be provided, upon request, copies of any studies, audits, assessments or other reports prepared by any Borrower or Person and any communications by or between any Borrower or any Governmental Authority related to such environmental issue to determine whether each Borrower or any of its Subsidiaries is proceeding reasonably to correct, cure or contest in good faith any alleged non-compliance or environmental liability. Each Borrower shall, at the Collateral Agent’s or the Required Lenders’ request and at the Borrowers’ expense, (i) retain an independent environmental engineer acceptable to the Collateral Agent to evaluate the site, including tests if appropriate, where the non-compliance or alleged non-compliance with Environmental Laws which could reasonably be expected to result in liabilities or costs in excess of $10,000 with respect to any Real Estate owned by a RoadOne Borrower, or $100,000 with respect to any Real Estate owned by a Miller Borrower, has occurred and prepare and deliver to the Collateral Agent, in sufficient quantity for distribution by the Collateral Agent to the Lenders, a report setting forth the results of such evaluation, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof, and (ii) provide to the Collateral Agent and the Lenders a supplemental report of such engineer whenever the scope of any environmental problems which could reasonably be expected to result in liabilities or costs in excess of $10,000 with respect to any Real Estate owned by a RoadOne Borrower, or $100,000 with respect to any Real Estate owned by a Miller Borrower, or the response thereto or the estimated costs thereof, shall increase in any material respect.

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(c)     The Collateral Agent and its representatives shall have the right at any reasonable time to enter and visit the Real Estate and any other place where any property of any Borrower is located for the purposes of observing or investigating the Real Estate and activities thereon, taking and removing soil or groundwater samples, and conducting tests on any part of the Real Estate, provided that the Borrowers shall not be responsible for the costs and expenses incurred in connection with such activities in the absence of an Event of Default. The Collateral Agent is under no duty, however, to visit or observe the Real Estate or to conduct tests, and any such acts by the Collateral Agent will be solely for the purposes of protecting the Collateral Agent’s Liens and preserving the Collateral Agent and the Lenders’ rights under the Loan Documents. No site visit, observation or testing by the Collateral Agent and the Lenders will result in a waiver of any default of any Borrower or impose any liability on the Collateral Agent or the Lenders. In no event will any site visit, observation or testing by the Collateral Agent be a representation that Contaminants are or are not present in, on or under the Real Estate, or that there has been or will be compliance or non-compliance with any Environmental Law. Neither any Borrower nor any other party is entitled to rely on any site visit, observation or testing by the Collateral Agent. The Collateral Agent and the Lenders owe no duty of care to protect any Borrower or any other party against, or, unless otherwise required by any applicable Environmental Law, to inform any Borrower or any other party of the presence of any Contaminants or any other adverse condition affecting the Real Estate. The Collateral Agent may in its discretion disclose to any Borrower or to any other party if so required by law any report or findings made as a result of, or in connection with, any site visit, observation or testing by the Collateral Agent. Each Borrower understands and agrees that the Collateral Agent makes no warranty or representation to any Borrower or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each Borrower also understands that depending on the results of any site visit, observation or testing by the Collateral Agent and disclosed to any Borrower, such Borrower may have a legal obligation to notify one or more Governmental Authorities of the results, that such reporting requirements are site-specific, and are to be evaluated by such Borrower without advice or assistance from the Collateral Agent. In each instance, the Collateral Agent will give the Borrowers’ Agent reasonable notice before entering the Real Estate or any other place the Collateral Agent is permitted to enter under this Section 7.7(c). The Collateral Agent will make reasonable efforts to avoid interfering with the applicable Borrower’s use of the Real Estate or any other property in exercising any rights provided hereunder.

7.8      Compliance with ERISA.      Each Borrower shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) make all required contributions to any Plan subject to Section 412 of the Code, except to the extent the failure to make any such contribution could not reasonably be expected to result in liabilities to the Borrowers in excess of $250,000; (d) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which could reasonably be expected to result in liabilities to the Borrowers in excess of $250,000; and (e) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

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7.9      Mergers, Consolidations or Sales.      Neither any Borrower nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (a) for sales of Inventory to non-Affiliates in the ordinary course of its business, and for sales of Inventory in the ordinary course of business to Miller Borrowers that are distributors, (b) for sales of Inventory by the Miller Borrowers in the ordinary course of business to the Foreign Subsidiaries and the RoadOne Borrowers, provided that (i) the purchase price for such Inventory shall at least equal the Miller Borrowers’ cost with respect thereto and shall be due and payable within thirty (30) days after the date of such sale, and (ii) all such Inventory purchased by the Designated Subsidiaries shall be subject to the perfected first priority Lien of the Miller Borrowers in accordance with the terms of the Intercompany Security Documents, (c) for transfers of other assets in the ordinary course of business among the Miller Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (d) for transfers of other assets in the ordinary course of business among the RoadOne Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (e) for mergers of any Miller Borrower with and into another Miller Borrower, and mergers of any RoadOne Borrower with and into another RoadOne Borrower, (f) for sales or other dispositions of Fixed Assets in the ordinary course of business that are obsolete or no longer useable by the Borrowers or their Subsidiaries in their business with an orderly liquidation value not to exceed $100,000 in the aggregate in any Fiscal Year; provided, that (i) within one hundred twenty (120) days following each such Fixed Assets sale or disposition, the Borrowers shall either (A) reinvest the proceeds of that sale or disposition in other Fixed Assets or (B) apply such proceeds to the Loans in accordance with Sections 3.4(b) and (d), and (ii) Fixed Assets purchased with such proceeds shall be free and clear of all Liens, except the Agent’s Liens, (g) that RoadOne Borrowers (but not any Miller Borrower, except in the case of the sale of the capital stock of any RoadOne Borrower) may effect one or more Asset Dispositions, so long as (i) no Default or Event of Default exists or will result therefrom, (ii) all proceeds of such Asset Disposition are payable in cash at the time of the consummation of such Asset Disposition, (iii) all Net Proceeds therefrom are applied in accordance with Section 3.4(b), (iv) the Borrowers shall, after giving effect to such Asset Disposition, be in pro forma compliance with the minimum EBITDA covenant set forth in Section 7.24 (for purposes of this clause (iv), such EBITDA test shall be measured as of the most recently ended fiscal month for the twelve fiscal month period then ended and shall be calculated as if such Asset Disposition had been consummated on the first day of such twelve fiscal month period), (v) the Net Proceeds from any such Asset Disposition are not less than the Net Senior Creditor Proceeds plus the amount of the Required Payments; provided, that, with respect to any single Asset Disposition involving more than one category of Collateral described in the definition of "Net Senior Creditor Proceeds", this clause (v) shall be satisfied if the total Net Proceeds from such Asset Disposition equals or exceeds the sum of the amounts otherwise required under the definition of "Net Senior Creditor Proceeds" plus the amount of the Required Payments, and (vi) a Responsible Officer shall have delivered a certificate to the Collateral Agent containing the information and calculations necessary (in such detail as the Collateral Agent may reasonably request) to establish that such Asset Disposition is permitted hereunder, and (h) for sales or other dispositions of Fleet Vehicles in the ordinary course of business that are obsolete or no longer used or useful by the RoadOne Borrowers in their

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business, provided that the Collateral Agent may, in its discretion, make adjustments to the RoadOne Borrowing Base to reflect any such sale or disposition.

7.10      Distributions; Capital Change; Restricted Investments.      Neither any Borrower nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (i) Distributions by any Subsidiary to its parent corporation, and (ii) so long as no Event of Default exists, Distributions in an aggregate amount not to exceed $100,000 by Parent to its shareholders constituting repurchases of fractional shares of stock by Parent in connection with the consummation of any reverse stock split, (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect, or (c) make any Restricted Investment.

7.11      Transactions Affecting Collateral or Obligations.      Neither any Borrower nor any of its Subsidiaries shall enter into any transaction which could be reasonably expected to have a Material Adverse Effect.

7.12      Guaranties.      Neither any Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except (a) Guaranties of the Obligations, (b) Guaranties of Debt under the Junior Credit Agreement as long as such Debt is permitted under Section 7.13(d) and such Guaranties are subject to the terms of the Subordination Agreement, and (c) for the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

7.13      Debt.      Neither any Borrower nor any of its Subsidiaries shall incur or maintain any Debt, other than the following ("Permitted Debt"): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any time; (d) Subordinated Debt under the Junior Credit Agreement as long as the outstanding principal amount thereof does not exceed $14,000,000; (e) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to any Borrower, the Agents or the Lenders than the original Debt; (f) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) obligations of Parent incurred in the ordinary course of business consistent with past practices directly or indirectly guaranteeing any trade payables of Subsidiaries in an aggregate amount not to exceed $1,000,000 outstanding at any time; (h) to the extent approved by the Required Lenders in writing in their sole discretion, guarantee obligations of Parent incurred in the ordinary course of business directly or indirectly guaranteeing Debt of any purchaser of the assets or stock of a RoadOne Borrower in accordance with Section 7.9(g); (i) contingent inventory repurchase obligations incurred pursuant to a Repurchase Agreement with

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respect to floorplan financing for Independent Distributors, provided that the amount of such contingent obligations shall not exceed $30,000,000 in the aggregate at any time and any such Repurchase Agreement entered into after the date hereof has been approved by the Collateral Agent in accordance with Section 7.19; (j) contingent partial recourse obligations of Parent incurred pursuant to the Repurchase Agreement with NationsCredit Commercial Corporation with respect to floorplan financing for Independent Distributors, provided that the amount of such contingent obligations shall not exceed $1,000,000 in the aggregate at any time; (k) intercompany Debt permitted under clauses (e), (f), (g), and (h) of the definition of "Restricted Investment"; and (l) Permitted Refinancing Debt.

7.14      Prepayment; Amendments.

(a)     Neither any Borrower nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i) that the Borrowers may prepay the Obligations in accordance with the terms of this Agreement, and (ii) for prepayments of intercompany Debt described in clauses (e), (f), (g) and (h) of the definition of "Restricted Investment".

(b)     No Borrower shall (i) make any payment of any amount owing under or with respect to the Junior Credit Agreement (including any payment of principal or interest), except in accordance with the terms of the Subordination Agreement pursuant to a Permitted Payment or a Permitted Refinancing, or (ii) enter into any amendment or modification of the Junior Credit Agreement except as permitted under Section 7.2 of the Subordination Agreement.

7.15      Transactions with Affiliates.      Except as set forth below, neither any Borrower nor any Subsidiary shall sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding the foregoing, the following shall be permitted: (a) transactions with Affiliates expressly permitted hereunder with respect to Affiliates, (b) transactions set forth on Schedule 7.15, (c) compensation and indemnity arrangements with officers, directors and employees in the ordinary course of business, and (d) the Borrowers and their Subsidiaries may engage in transactions with Affiliates in the ordinary course of business on terms no less favorable to the Borrowers and their Subsidiaries than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate. The terms of all such transactions shall be made available to the Collateral Agent upon request.

7.16      Investment Banking and Finder’s Fees.      Neither any Borrower nor any of its Subsidiaries shall pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement. Each Borrower shall defend and indemnify the Agents and the Lenders against and hold them harmless from all claims of any Person that any Borrower is obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred by the Agents and/or any Lender in connection therewith.

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7.17      Business Conducted.      The Borrowers shall not and shall not permit any of their Subsidiaries to, engage directly or indirectly, in any line of business other than the businesses in which the Borrowers are engaged on the Closing Date.

7.18      Liens.      Neither any Borrower nor any of its Subsidiaries shall create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

7.19      Sale and Leaseback Transactions.      Neither any Borrower nor any of its Subsidiaries shall, directly or indirectly, enter into any arrangement with any Person providing for such Borrower or Subsidiary to lease or rent property that such Borrower or Subsidiary has sold or will sell or otherwise transfer to such Person.

7.20      New Subsidiaries.      No Borrower shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5.

7.21      Fiscal Year.      The Borrowers shall not change their Fiscal Year from a fiscal year ending on April 30; provided, that, the Borrowers may elect to change their Fiscal Year to a fiscal year ending on December 31 or January 31 as long as the Borrowers provide the Collateral Agent at least thirty (30) days’ prior written notice thereof and, prior to the effectiveness of any such change, the Borrowers and the Required Lenders will agree in good faith to amend the financial covenants described in Sections 7.22 and 7.24 so as to equitably reflect any such change in the fiscal year end.

7.22      Capital Expenditures.      Neither any Borrower nor any of its Subsidiaries shall make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrowers and their Subsidiaries on a consolidated basis would exceed (a) $5,600,000 for the Fiscal Year ending on April 30, 2002, (b) $6,250,000 for the Fiscal Year ending on April 30, 2003, and (c) $6,750,000 for any Fiscal Year thereafter.

7.23      Fixed Charge Coverage Ratio.      The Consolidated Parties will maintain a Fixed Charge Coverage Ratio for each period of four consecutive fiscal quarters ended on the last day of each fiscal quarter of not less than (a) 1.0 to 1, in the case of the four fiscal quarter period ending on July 31, 2001, and (b) 1.1 to 1, in the case of each four fiscal quarter period ending thereafter.

7.24      EBITDA.      On a consolidated basis, the Consolidated Parties shall have EBITDA for each four fiscal quarter period ending during the periods set forth below of not less than the Applicable EBITDA Requirement:

Fiscal Quarters Ending	Initial EBITDA Requirement	Subsequent EBITDA Requirement
From the Closing Date through April 29, 2002	$18,500,000	$14,850,000
From April 30, 2002 through April 29, 2003	$21,000,000	$14,850,000

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Fiscal Quarters Ending	Initial EBITDA Requirement	Subsequent EBITDA Requirement
From April 30, 2003 through April 29, 2004	$26,600,000	$17,100,000
From April 30, 2004 through April 29, 2005	$28,000,000	$17,650,000
Each fiscal quarter end thereafter	$30,000,000	$18,250,000

As used in this Section 7.24, "Applicable EBITDA Requirement" means (a) until the Transition Date, the Initial EBITDA Requirement set forth above, and (b) thereafter, the Subsequent EBITDA Requirement set forth above.

In addition, the Consolidated Parties shall have EBITDA (i) for the four consecutive fiscal quarter period ending on April 30, 2001 of at least $18,500,000, and (ii) for the fiscal quarter ending on April 30, 2001 of at least $5,000,000.

7.25      Minimum Excess Availability.

The Borrowers shall maintain (a) Excess Availability of not less than $5,000,000 at all times, (b) Miller Excess Availability of not less than $4,000,000 at all times, and (c) RoadOne Excess Availability of not less than $1,000,000 at all times.

7.26      Use of Proceeds.      The Borrowers shall not, and shall not suffer or permit any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly, (a) to purchase or carry Margin Stock, (b) to repay or otherwise refinance indebtedness of the Borrowers or others incurred to purchase or carry Margin Stock, (c) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (d) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.

7.27     Hedge Agreements.      Within ninety (90) days after the Closing Date and continuing thereafter until the Obligations are paid in full and all Commitments are terminated, the Borrowers will put into place and maintain one or more Hedge Agreements, on terms acceptable to the Agents, with Bank of America or another financial institution reasonably acceptable to the Agents, the effect of which will be to place a limit upon the interest rate payable by the Borrowers with respect to at least $30,000,000 of Loans and loans constituting Subordinated Debt.

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7.28     Banking Relationships.      In order to facilitate the administration of the Loans and this Agreement, the Borrowers shall maintain Bank of America as the Borrowers’ principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of the Borrowers’ business; provided, that, if Bank of America in its sole discretion elects not to provide such accounts and services for the Borrowers, the Borrowers shall arrange for and maintain such accounts and services with another bank acceptable to the Agents in their discretion.

7.29     Repurchase and Chassis Floorplan Agreements.      The Borrowers shall not (a) enter into any Repurchase Agreement or Chassis Floorplan Agreement after the date hereof, or (b) amend, modify or supplement any Repurchase Agreement or Chassis Floorplan Agreement that is in effect as of the date hereof, unless, in either case, (i) the Borrowers have delivered copies of any such Repurchase Agreement or Chassis Floorplan Agreement, or amendment, modification or supplement thereof, together with all other agreements, documents and instruments relating thereto, to the Collateral Agent at least five (5) Business Days prior to the proposed effective date of such Repurchase Agreement or Chassis Floorplan Agreement, or amendment, modification or supplement thereof, and (ii) the Collateral Agent shall have provided its written consent to the Borrowers’ Agent with respect thereto (such consent not to be unreasonably withheld or delayed).

7.30     Billing and Collections.      The Borrowers shall at all times maintain the Contract for Services dated as of December 10, 1999 by and among Road One, Inc. and the Profiles Company in full force and effect, or will make other arrangements with respect to the collection of the Accounts of the RoadOne Borrowers as may be reasonably acceptable to the Collateral Agent. In addition, so long as the Contract for Services is in effect, the Borrowers shall cause the Profiles Company Agreement to remain in full force and effect at all times.

7.31      Further Assurances.      The Borrowers shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Collateral Agent or any Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents.

ARTICLE 8
CONDITIONS OF LENDING

8.1      Conditions Precedent to Making of Loans on the Closing Date.      The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Collateral Agent to cause the Letter of Credit Issuer to issue, and the Letter of Credit Issuer to issue, any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied or waived in writing in a manner satisfactory to the Agents and each Lender:

(a)     This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrowers shall have performed and complied with all

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covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrowers before or on such Closing Date.

(b)     Upon making the Loans on the Closing Date (including such Loans made to finance all fees due on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current (and after deducting from the applicable Borrowing Bases all other fees and expenses incurred by the Borrowers in connection with the closing of this Agreement that are not paid at closing), the Borrowers shall have Excess Availability of at least $12,000,000, Miller Excess Availability of at least $6,000,000, and RoadOne Excess Availability of at least $6,000,000.

(c)     All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.

(d)     No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.

(e)     The Agents and the Lenders shall have received such opinions of counsel for the Borrowers and their Subsidiaries as the Agents or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agents, the Lenders, and their respective counsel.

(f)     The Collateral Agent shall have received title policies, in form and substance acceptable to the Collateral Agent, with respect to the Mortgages, or, in the Collateral Agent’s discretion, commitments for the issuance of such title policies containing only such exceptions as may be acceptable to the Collateral Agent and the Lenders, and such other items with respect to the Mortgages as the Collateral Agent deems appropriate, including such surveys as the Collateral Agent may require, provided that no title policies, title commitments or surveys will be required with respect to any owned Real Estate with an appraised fair market value of less than $150,000.

(g)     The applicable Borrowers shall have entered into the Junior Credit Agreement, in form and substance acceptable to the Agents and the Lenders, with the other parties thereto.

(h)     The Collateral Agent shall have received:

(i)     acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens (or, in the Collateral Agent’s sole discretion, proper financing statements in appropriate form for filing under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens);

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(ii)      duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Collateral Agent, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrowers and their Subsidiaries except Permitted Liens;

(iii)     the duly executed and delivered Custodial Administration Agreement, together with confirmation satisfactory to the Collateral Agent, in accordance with the terms thereof, that the Custodial Administrator holds in its possession all of the Existing Certificates of Title and that each such Existing Certificate of Title notes the Lien of the Existing Titled Collateral Agent as the only Lien thereon;

(iv)     landlord’s waiver and consent agreements, in form and substance satisfactory to the Collateral Agent, duly executed on behalf of each landlord of real property on which any books and records or computer hardware or software relating to Accounts is located;

(v)     such Blocked Account Agreements as shall be required by the Collateral Agent duly executed by the Borrowers and Clearing Bank with respect to each of the bank accounts identified on Schedule 6.27 as being subject to a Blocked Account Agreement; and

(vi)     the Subordination Agreement, duly executed by the parties thereto, in form and substance satisfactory to the Agents and the Lenders.

(i)     The Borrowers shall have paid all fees and expenses of the Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.

(j)     The Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agents, of all insurance coverage as required by this Agreement.

(k)     All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agents and the Lenders.

(l)     The Collateral Agent shall have received the duly executed and delivered Profiles Company Agreement.

(m)     The Agents’ receipt of (i) draft financial statements for the fiscal year ended April 30, 2001, as prepared by the Borrowers’ certified public accountants, in form and substance satisfactory to the Agents, which financial statements shall evidence EBITDA of at least $18,500,000 for the fiscal year ended April 30, 2001, and (ii) internally prepared financial statements for the fiscal quarter ended April 30, 2001, in form and substance satisfactory to the

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Agents, which financial statements shall evidence EBITDA of at least $5,000,000 for the fiscal quarter ended April 30, 2001.

(n)     The Collateral Agent shall have received (i) a duly executed original of the Intercompany Security Documents Assignment, and (ii) a certified copy of all Intercompany Security Documents.

(o)     Without limiting the generality of the items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Agents (in form and substance reasonably satisfactory to the Agents), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the "Closing Checklist" delivered by the Administrative Agent (or its counsel) to the Borrowers’ Agent (or its counsel) prior to the Closing Date.

The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied (unless waived in writing by the Lenders), with the same effect as delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of Parent, dated the Closing Date, to such effect.

Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agents or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

8.2      Conditions Precedent to Each Loan.      The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date and the Term Loans, and the obligation of the Collateral Agent to cause the Letter of Credit Issuer to issue, and the obligation of the Letter of Credit Issuer to issue, any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

(a)     The following statements shall be true, and the acceptance by any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Collateral Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:

(i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such

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date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Collateral Agent and the Lenders have been notified in writing by the Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and

(ii)     No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and

(iii)     No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.

(b)     No such Borrowing or Letter of Credit shall cause the Borrowers to exceed Availability, the Miller Borrowers to exceed the Miller Availability, or the RoadOne Borrowers to exceed the RoadOne Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing CIT or the Collateral Agent for such Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) and (i).

ARTICLE 9
DEFAULT; REMEDIES

9.1      Events of Default.      It shall constitute an event of default ("Event of Default") if any one or more of the following shall occur for any reason:

(a)     any failure by the Borrowers to pay the principal of or interest or premium on any of the Obligations or any fee or other amount owing hereunder when due, whether upon demand or otherwise;

(b)     any representation or warranty made or deemed made by any Borrower in this Agreement or by any Borrower or any of its Subsidiaries in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Borrower or any of its Subsidiaries at any time to either Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

(c)     (i)     any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2(l), 7.2, 7.4(b), (c) or (d), 7.5, 7.9 through 7.29, or Section 9 or 11 of the Security Agreement; (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Section 5.2 (other than Sections 5.2(l)), 5.3 or 7.4(a) and such default shall continue for five (5) Business Days or more; (iii) any default shall occur in the observance or performance of any of the covenants or agreements contained in Section 7.30 and such default shall continue for sixty (60)

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days or more after the earlier of knowledge thereof by a Responsible Officer of any Borrower or notice from any Agent or any Lender; or (iv) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement, any other Loan Document or any other agreement entered into at any time to which any Borrower or any Subsidiary and any Agent or any Lender are party (including in respect of any Bank Products), and such default shall continue for thirty (30) days or more after the earlier of knowledge thereof by a Responsible Officer of any Borrower or notice from any Agent or any Lender;

(d)     any default shall occur with respect to (i) the Debt under the Junior Credit Agreement (other than any defaults which result from operation of the payment blockage provisions in the Subordination Agreement), (ii) any other Debt (other than the Obligations) of any Borrower or any of its Subsidiaries in an outstanding principal amount which exceeds $250,000 individually or $500,000 in the aggregate, or (iii) any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Borrower or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

(e)     any Borrower or any of its Subsidiaries shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

(f)     an involuntary petition shall be filed or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation or readjustment of the debts of any Borrower or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

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(g)     a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Borrower or any of its Subsidiaries or for all or any material part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued against any material part of the property of any Borrower or any of its Subsidiaries;

(h)     except as permitted in accordance with Section 7.9(e), (f) or (g), any Borrower or any of its Subsidiaries shall file a certificate of dissolution under applicable state law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof;

(i)     all or any material part of the property of the Borrowers and their Subsidiaries, taken as a whole, shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of any Borrower or such Subsidiary shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

(j)     any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable or challenged by any Borrower or any other Subsidiary;

(k)     one or more judgments, orders, decrees or arbitration awards is entered against one or more of the Borrowers or their Subsidiaries involving in the aggregate liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of $250,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

(l)     any loss, theft, damage or destruction of any item or items of Collateral or other property of any Borrower or any Subsidiary occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;

(m)     there is filed against any Borrower or any of its Subsidiaries any action, suit or proceeding under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt Organization Act of 1970), which action, suit or proceeding (i) is not dismissed within one hundred twenty (120) days, and (ii) could reasonably be expected to result in the confiscation or forfeiture of any material portion of the Collateral;

(n)     for any reason other than the failure of the Collateral Agent to take any action available to it to maintain perfection of the Agent’s Liens pursuant to the Loan Documents, any Loan Document ceases to be in full force and effect or

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any Agent’s Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens set forth in clauses (a), (c), (d) and (e) of the definition thereof) or is terminated, revoked or declared void;

(o)     an ERISA Event shall occur with respect to a Pension Plan or Multi-employer Plan which has resulted or could reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multi-employer Plan or the PBGC in an aggregate amount in excess of $250,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $250,000; or (iii) any Borrower or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multi-employer Plan in an aggregate amount in excess of $250,000; or

(p)     there occurs a Change of Control.

9.2      Remedies.

(a)     If a Default or an Event of Default exists, the Collateral Agent may, in its discretion, and shall, at the direction of the Required Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on any Borrower: (i) reduce the Maximum Revolver Amount, or the advance rates against any Collateral used in computing the Borrowing Base, or reduce one or more of the other elements used in computing the Borrowing Base; (ii) restrict the amount of or refuse to make Revolving Loans; and (iii) restrict or refuse to provide Letters of Credit. If an Event of Default exists, the Collateral Agent shall, at the direction of the Required Lenders, do one or more of the following, in addition to the actions described in the preceding sentence, at any time or times and in any order, without notice to or demand on any Borrower: (A) terminate the Commitments and this Agreement; (B) declare any or all Obligations to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 9.1(e) or 9.1(f), the Commitments shall automatically and immediately expire and all Obligations shall automatically become immediately due and payable without notice or demand of any kind; (C) require the Borrowers to cash collateralize all outstanding Letter of Credit Obligations; and (D) pursue its other rights and remedies under the Loan Documents and applicable law.

(b)     If an Event of Default has occurred and is continuing: (i) the Collateral Agent shall have for the benefit of the Lenders, in addition to all other rights of the Collateral Agent and the Lenders, the rights and remedies of a secured party under the Loan Documents, the UCC and all other applicable laws; (ii) the Collateral Agent may, at any time, take possession of the Collateral and keep it on any Borrower’s premises, at no cost to the Collateral Agent or any Lender, or remove any part of it to such other place or places as the Collateral Agent may desire, or the Borrowers shall, upon the Collateral Agent’s demand, at the Borrowers’ cost, assemble the Collateral and make it available to the Collateral Agent at a place reasonably convenient to the Collateral Agent; and (iii) the Collateral Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon

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such terms as the Collateral Agent deems advisable, in its sole discretion, and may, if the Collateral Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Borrowers agree that any notice by the Collateral Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Borrowers if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five (5) Business Days prior to such action to the Borrowers’ Agent’s address specified in or pursuant to Section 13.8. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Collateral Agent or the Lenders receive payment, and if the buyer defaults in payment, the Collateral Agent may resell the Collateral without further notice to any Borrower. In the event the Collateral Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Borrower irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Collateral Agent retain possession and not dispose of any Collateral until after trial or final judgment. Each Borrower agrees that the Collateral Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The proceeds of sale shall be applied first to all expenses of sale, including attorneys’ fees, and then to the Obligations. The Collateral Agent will return any excess to the Borrowers’ Agent and the Borrowers shall remain liable for any deficiency.

(c)     If an Event of Default occurs, each Borrower hereby waives all rights to notice and hearing prior to the exercise by the Collateral Agent of the Collateral Agent’s rights to repossess the Collateral without judicial process or to reply, attach or levy upon the Collateral without notice or hearing.

ARTICLE 10
TERM AND TERMINATION

10.1     Term and Termination.      The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Collateral Agent upon direction from the Required Lenders may terminate this Agreement without notice upon the occurrence and during the continuance of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all Obligations (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of Letters of Credit then outstanding (or, with the consent of the Collateral Agent and the Letter of Credit Issuer, the delivery to the Letter of Credit Issuer of Supporting Letters of Credit in accordance with Section 1.4(g)). Notwithstanding the termination of this Agreement, until all Obligations are indefeasibly paid and performed in full in cash, the Borrowers shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder or under any other Loan Document, and the Agents, the Letter of Credit

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Issuer and the Lenders shall retain all their rights and remedies hereunder (including the Agent’s Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

ARTICLE 11
AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

11.1      Amendments and Waivers.

(a)     No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Collateral Agent at the written request of the Required Lenders) and the Borrowers’ Agent and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders affected thereby and the Borrowers’ Agent and acknowledged by the Collateral Agent, do any of the following:

(i)     increase or extend the Commitment of any Lender;

(ii)     postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;

(iii)     reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document;

(iv)     change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;

(v)     increase any of the percentages set forth in the definitions of the Miller Borrowing Base or RoadOne Borrowing Base;

(vi)     amend this Section or any provision of this Agreement providing for consent or other action by all Lenders;

(vii)     release Collateral other than as permitted by Section 12.11;

(viii)     change the definition of "Required Lenders"; or

(ix)     increase the Maximum Revolver Amount or Letter of Credit Subfacility;

provided, however, the Collateral Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i); provided further, that no amendment, waiver

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or consent shall, unless in writing and signed by (A) the Collateral Agent, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, (B) the Administrative Agent or Syndication Agent, affect the rights or duties of the Administrative Agent or Syndication Agent under this Agreement or any other Loan Document, or (C) the Letter of Credit Issuer, affect the rights or duties of the Letter of Credit Issuer under this Agreement or any other Loan Document; and, provided further, that Schedule 1.1 hereto (Commitments) may be amended from time to time by the Collateral Agent alone to reflect assignments of Commitments in accordance herewith.

(b)     If any fees are paid to the Lenders as consideration for amendments, waivers or consents with respect to this Agreement, at the Agents’ election, such fees may be paid only to those Lenders that agree to such amendments, waivers or consents within the time specified for submission thereof.

(c)     If, in connection with any proposed amendment, waiver or consent (a "Proposed Change") requiring the consent of all Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained being referred to as a "Non-Consenting Lender"), then, so long as the Agents are not Non-Consenting Lenders, at the Borrowers’ request, the Agents or an Eligible Assignee shall have the right (but not the obligation) with the Agents’ approval, to purchase from the Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall sell, all the Non-Consenting Lenders’ Commitments for an amount equal to the principal balances thereof and all accrued interest and fees with respect thereto through the date of sale pursuant to Assignment and Acceptance Agreement(s), without premium or discount.

11.2      Assignments; Participations.

(a)     Any Lender may, with the written consent of the Collateral Agent and, unless an Event of Default exists, Parent, in each case which consent shall not be unreasonably withheld, assign and delegate to one or more Eligible Assignees (provided that no consent of the Collateral Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrowers and the Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrowers’ Agent and the Collateral Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrowers’ Agent and the Collateral Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance"), and (iii) the assignor Lender or Assignee has paid to the Collateral Agent a processing fee in the amount of $3,500.

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(b)     From and after the date that the Collateral Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(c)     By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Borrower to the Collateral Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Collateral Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Collateral Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)     Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e)     Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of Parent (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the

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"originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Collateral Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a)(i), (ii) and (iii), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement.

(f)     Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR &sec;203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

ARTICLE 12
THE AGENTS

12.1      Appointment and Authorization.      Each Lender hereby designates and appoints CIT as its Collateral Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Collateral Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the

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Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

12.2     Delegation of Duties.      The Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

12.3      Liability of the Collateral Agent.      None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of any Borrower’s Subsidiaries or Affiliates.

12.4      Reliance by the Collateral Agent.      The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required

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Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

12.5      Notice of Default.      The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Collateral Agent will notify the Lenders of its receipt of any such notice. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

12.6      Credit Decision.      Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of any Borrower and its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers. Except for field examinations, asset appraisals and notices, reports and other documents expressly herein required to be furnished to the Lenders by the Collateral Agent, the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower which may come into the possession of any of the Agent-Related Persons.

12.7      Indemnification.      Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 13.11; provided, however, that no Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Collateral Agent upon

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demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Collateral Agent.

12.8      Agent in Individual Capacity.      CIT and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Borrower and its Subsidiaries and Affiliates as though CIT were not the Collateral Agent hereunder and without notice to or consent of the Lenders. CIT or its Affiliates may receive information regarding any Borrower, its Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of a Borrower or such Subsidiary) and acknowledge that the Collateral Agent and CIT shall be under no obligation to provide such information to them. With respect to its Loans, CIT shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Collateral Agent, and the terms "Lender" and "Lenders" include CIT in its individual capacity.

12.9      Successor Collateral Agent.      The Collateral Agent may resign as Agent upon at least thirty (30) days’ prior notice to the Lenders and the Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In the event CIT sells all of its Commitment and Loans as part of a sale, transfer or other disposition by CIT of substantially all of its loan portfolio, CIT shall resign as the Collateral Agent and such purchaser or transferee shall become the successor Collateral Agent hereunder. Subject to the foregoing, if the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor collateral agent for the Lenders. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the Borrowers’ Agent, a successor collateral agent from among the Lenders. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

12.10      Withholding Tax.

(a)     If any Lender is a "foreign corporation, partnership or trust" within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S.

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withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Collateral Agent, to deliver to the Collateral Agent:

(i)     if such Lender claims an exemption from, or a reduction of, withholding tax under a United States of America tax treaty, properly completed IRS Forms W-8BEN and W-8ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement;

(ii)     if such Lender claims that interest paid under this Agreement is exempt from United States of America withholding tax because it is effectively connected with a United States of America trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender and in each succeeding taxable year of such Lender during which interest may be paid under this Agreement, and IRS Form W-9; and

(iii)     such other form or forms as may be required under the Code or other laws of the United States of America as a condition to exemption from, or reduction of, United States of America withholding tax.

Such Lender agrees to promptly notify the Collateral Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(b)     If any Lender claims exemption from, or reduction of, withholding tax under a United States of America tax treaty by providing IRS Form FW-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Collateral Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Borrowers to such Lender. To the extent of such percentage amount, the Collateral Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.

(c)     If any Lender claiming exemption from United States of America withholding tax by filing IRS Form W-8ECI with the Collateral Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

(d)      If any Lender is entitled to a reduction in the applicable withholding tax, the Collateral Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not delivered to the Collateral Agent, then the Collateral Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

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(e)     If the IRS or any other Governmental Authority of the United States of America or other jurisdiction asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Collateral Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Collateral Agent under this Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Collateral Agent.

12.11      Collateral Matters.

(a)     The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations (other than contingent indemnification Obligations under this Agreement for which no liability then exists); (ii) constituting property being sold or disposed of if the Borrowers certify to the Collateral Agent that the sale or disposition is made in compliance with Section 7.9 (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Lenders; provided that the Collateral Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $500,000 during each Fiscal Year. Upon request by the Collateral Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.

(b)     Upon receipt by the Collateral Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Collateral Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers’ Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Collateral Agent’s Liens upon such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of)

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all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(c)     The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

12.12      Restrictions on Actions by Lenders; Sharing of Payments.

(a)     Each of the Lenders agrees that it shall not, without the express consent of all other Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of all Lenders, set off against the Obligations, any amounts owing by such Lender to any Borrower or any accounts of any Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Collateral Agent, take or cause to be taken any action to enforce its rights under this Agreement or against any Borrower, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)     If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations of any Borrower to such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Collateral Agent pursuant to the terms of this Agreement, or (ii) payments from the Collateral Agent in excess of such Lender’s ratable portion of all such distributions by the Collateral Agent, such Lender shall promptly (1) turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

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12.13     Agency for Perfection.      Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions.

12.14      Payments by the Collateral Agent to Lenders.      All payments to be made by the Collateral Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each Lender pursuant to wire transfer instructions delivered in writing to the Collateral Agent on or prior to the Closing Date (or if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Collateral Agent. Concurrently with each such payment, the Collateral Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the Revolving Loans, Term Loans or otherwise. Unless the Collateral Agent receives notice from the Borrowers’ Agent prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Collateral Agent may assume that the Borrowers have made such payment in full to the Collateral Agent on such date in immediately available funds and the Collateral Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Collateral Agent, each Lender shall repay to the Collateral Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

12.15      Settlement.

(a)     (i)     Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Collateral Agent, CIT, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

(ii)     The Collateral Agent shall request settlement ("Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of CIT, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than CIT, in the case of Non-Ratable Loans and the Collateral Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the

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outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Collateral Agent, to the Collateral Agent’s account, not later than 2:00 p.m. (Atlanta, Georgia time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Collateral Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Collateral Agent by any Lender on the Settlement Date applicable thereto, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of CIT, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

(iii)     Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Collateral Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Collateral Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from CIT or the Collateral Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by CIT or the Collateral Agent, as applicable, shall pay to CIT or the Collateral Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Collateral Agent by any Lender, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans.

(iv)     From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Collateral Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in respect of such Non-Ratable Loan or Agent Advance.

(v)     Between Settlement Dates, the Collateral Agent, to the extent no Agent Advances are outstanding, may pay over to CIT any payments received by the Collateral Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to CIT’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to CIT’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a

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participation pursuant to clause (iii) above), as provided for in the previous sentence, CIT shall pay to the Collateral Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, CIT with respect to Non-Ratable Loans, the Collateral Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by CIT, the Collateral Agent and the other Lenders.

(vi)     Unless the Collateral Agent has received written notice from a Lender to the contrary, the Collateral Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not cause the Borrowers to exceed Availability, Miller Availability or RoadOne Availability, as the case may be, on any Funding Date for a Revolving Loan or Non-Ratable Loan.

(b)     Lenders’ Failure to Perform. All Revolving Loans (other than Non-Ratable Loans and Agent Advances) shall be made by the Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, (ii) no failure by any Lender to perform its obligation to make any Revolving Loans hereunder shall excuse any other Lender from its obligation to make any Revolving Loans hereunder, and (iii) the obligations of each Lender hereunder shall be several, not joint and several.

(c)     Defaulting Lenders. Unless the Collateral Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Collateral Agent that Lender’s Pro Rata Share of a Borrowing, the Collateral Agent may assume that each Lender has made such amount available to the Collateral Agent in immediately available funds on the Funding Date. Furthermore, the Collateral Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Collateral Agent in immediately available funds, and the Collateral Agent has transferred the corresponding amount to the Borrowers, on the Business Day following such Funding Date that Lender shall make such amount available to the Collateral Agent, together with interest at the Federal Funds Rate for that day. A notice by the Collateral Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Collateral Agent as required, the amount transferred to the Collateral Agent shall constitute that Lender’s Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Collateral Agent on the Business Day following the Funding Date, the Collateral Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Collateral Agent, the Borrowers shall pay such amount to the Collateral Agent for the Collateral Agent’s account, together with interest thereon for each day

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elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lenders’ Pro Rata Share of any Borrowing.

(d)     Retention of Defaulting Lender’s Payments. The Collateral Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to the Collateral Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Collateral Agent. In its discretion, the Collateral Agent may loan the Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the Borrowers shall bear interest at the rate applicable to Base Rate Revolving Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a "Lender". Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Borrowing and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by the Borrowers of their duties and obligations hereunder.

(e)     Removal of Defaulting Lender. At the Borrowers’ Agent’s request, the Collateral Agent or an Eligible Assignee reasonably acceptable to the Collateral Agent and the Borrowers shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the Collateral Agent or such Eligible Assignee, all of the Defaulting Lender’s outstanding Commitments hereunder. Such sale shall be consummated promptly after the Collateral Agent has arranged for a purchase by the Collateral Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at a price equal to the outstanding principal balance of the Defaulting Lender’s Loans, plus accrued interest and fees, without premium or discount.

12.16      Letters of Credit; Intra-Lender Issues.

(a)     Notice of Letter of Credit Balance. On each Settlement Date the Collateral Agent shall notify each Lender of the issuance of all Letters of Credit since the prior Settlement Date.

(b)     Participations in Letters of Credit.

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(i)     Purchase of Participations.      Immediately upon issuance of any Letter of Credit in accordance with Section 1.4(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit (including all obligations of the Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

(ii)     Sharing of Reimbursement Obligation Payments.     When- ever the Collateral Agent receives a payment from the Borrowers on account of reimbursement obligations in respect of a Letter of Credit as to which the Collateral Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Collateral Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrowers. Each such payment shall be made by the Collateral Agent on the next Settlement Date.

(iii)      Documentation.      Upon the request of any Lender, the Collateral Agent shall furnish to such Lender copies of any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender.

(iv)      Obligations Irrevocable.      The obligations of each Lender to make payments to the Collateral Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the Borrower for whose account the Letter of Credit was issued to make payments to the Collateral Agent, for the account of the Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

(1)      any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(2)      the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Agent, the Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any other Person and the beneficiary named in any Letter of Credit);

(3)      any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(4)      the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

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(5)     the occurrence of any Default or Event of Default; or

(6)     the failure of any Borrower to satisfy the applicable conditions precedent set forth in Article 8.

(c)     Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of any Borrower received by the Collateral Agent with respect to any Letter of Credit and distributed by the Collateral Agent to the Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Collateral Agent in connection with any receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon demand by the Collateral Agent, pay to the Collateral Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Collateral Agent upon the amount required to be repaid by it. Unless the Collateral Agent receives notice from the Borrowers’ Agent prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Collateral Agent may assume that the Borrowers have made such payment in full to the Collateral Agent on such date in immediately available funds and the Collateral Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Collateral Agent, each Lender shall repay to the Collateral Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(d)     Indemnification by Lenders. To the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder, the Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Letter of Credit Issuer. Without limitation of the foregoing, each Lender agrees to reimburse the Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

12.17      Concerning the Collateral and the Related Loan Documents.      Each Lender authorizes and directs the Collateral Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Collateral Agent and the Lenders. Each Lender agrees that any action taken by the Collateral Agent or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Collateral

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Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Term Loans, Agent Advances, Non-Ratable Loans, Hedge Agreements, Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the Collateral.

12.18      Field Audit and Examination Reports; Disclaimer by Lenders.     By signing this Agreement, each Lender:

(a)     is deemed to have requested that the Collateral Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a "Report" and collectively, "Reports") prepared by or on behalf of the Collateral Agent;

(b)     expressly agrees and acknowledges that neither CIT nor the Collateral Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

(c)     expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Collateral Agent or CIT or other party performing any audit or examination will inspect only specific information regarding the Borrowers and will rely significantly upon the Borrowers’ books and records, as well as on representations of the Borrowers’ personnel;

(d)     agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

(e)     without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Collateral Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend and hold the Collateral Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by the Collateral Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

12.19      Relation Among Lenders.      The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Collateral Agent) authorized to act for, any other Lender.

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12.20      Co-Agents.

(a)     Existing Titled Collateral Agent. Pursuant to the Security Agreement, the Borrowers have granted a Lien in the Existing Titled Collateral to Bank of America, as Existing Titled Collateral Agent to secure the Obligations. Each Lender hereby designates and appoints Bank of America as its Existing Titled Collateral Agent and each Lender hereby irrevocably authorizes the Existing Titled Collateral Agent to take such actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers as are expressly delegated to it by the terms of this Agreement and any other Loan Document, together with such powers are reasonably incidental thereto.

(b)     Attorney-in-Fact. Bank of America hereby irrevocably authorizes and appoints the Collateral Agent as its attorney-in-fact to take all actions, and execute and deliver all agreements, title applications and amendments, UCC financing statements and amendments, and other documents and instruments, on behalf of Bank of America, as Existing Titled Collateral Agent, with respect to the Existing Titled Collateral and the Existing Certificates of Title, including (i) to deal exclusively with the Custodial Administrator on all matters relating to the Existing Titled Collateral and the Existing Certificates of Title pursuant to the Custodial Administration Agreement, (ii) to execute and file all title applications and amendments and all UCC financing statements and amendments on behalf and in the name of Bank of America, as Existing Titled Collateral Agent, as the Collateral Agent may reasonably deem necessary or appropriate in accordance with the terms of this Agreement in order to note or release the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates of Title and to perfect, continue or release the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates of Title, and (iii) to exercise all of the Existing Titled Collateral Agent’s rights and remedies with respect to the Existing Titled Collateral and the Existing Certificates of Title. In exercising its rights under this power of attorney, the Collateral Agent shall in all respects be entitled to the benefit of all of the other provisions of this Article 12, including all Lender indemnities set forth herein. The Borrowers agree that all rights and remedies of the Collateral Agent set forth in this Agreement and the Security Agreement with respect to "Collateral" shall include the Collateral Agent’s rights and remedies with respect to the Existing Titled Collateral and Existing Certificates of Title in accordance with this Section 12.20.

(c)     Limited Duties of Co-Agents. Without in any manner limiting the Lien of the Existing Titled Collateral Agent in the Existing Titled Collateral and the Existing Certificates and its rights and remedies with respect thereto, the parties hereto agree that Bank of America shall have no obligations, liabilities, responsibilities or duties under this Agreement, in its capacity as Existing Titled Collateral Agent, Administrative Agent or Syndication Agent. Bank of America shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on Bank of America in deciding to enter into this Agreement or in taking or not taking action hereunder.

(d)     Resignation as Existing Titled Collateral Agent. The Existing Titled Collateral Agent may resign as Existing Titled Collateral Agent upon at least thirty (30)

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days’ prior notice to the Lenders, the Collateral Agent and the Borrowers’ Agent, such resignation to be effective upon the date set forth in such resignation notice. In the event Bank of America sells all of its Commitment and Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as the Existing Titled Collateral Agent. Immediately upon the effectiveness of any such resignation, the Collateral Agent shall succeed to all the rights of the resigning Existing Titled Collateral Agent and the term "Existing Titled Collateral Agent" shall mean the Collateral Agent and the resigning Existing Titled Collateral Agent’s appointment as Existing Titled Collateral Agent shall be terminated. The Borrowers shall take all actions at their sole cost and expense as the Collateral Agent, as successor Existing Titled Collateral Agent, may deem necessary or appropriate in order to continue the perfection of the Existing Titled Collateral Agent’s Lien in the Existing Titled Collateral and the Existing Certificates of Title, including the execution and filing of all title applications and amendments and all UCC financing statements and amendments as the Collateral Agent may deem necessary or appropriate. After any resigning Existing Titled Collateral Agent’s resignation hereunder as Existing Titled Collateral Agent, the applicable provisions of this Article 12 shall continue to inure to its benefit as to all matters arising prior to its resignation as Existing Titled Collateral Agent under this Agreement.

(e)     New Titled Collateral. Each of the parties hereby acknowledges that, pursuant to the Security Agreement, the Collateral Agent has been granted a Lien in all hereafter arising Titled Collateral as security for the Obligations and that the Collateral Agent shall be noted as first lienholder on all certificates of title and other comparable documents relating to such hereafter arising Titled Collateral.

ARTICLE 13
MISCELLANEOUS

13.1      No Waivers; Cumulative Remedies.      No failure by the Collateral Agent or any Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any Borrower and the Collateral Agent and/or any Lender, or delay by the Collateral Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by the Collateral Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by the Collateral Agent or the Lenders on any occasion shall affect or diminish the Collateral Agent’s and each Lender’s rights thereafter to require strict performance by the Borrowers of any provision of this Agreement. The Collateral Agent and the Lenders may proceed directly to collect the Obligations without any prior recourse to the Collateral. The Collateral Agent’s and each Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which the Collateral Agent or any Lender may have.

13.2      Severability.    The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

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13.3      Governing Law; Choice of Forum; Service of Process.

(a)     THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS, PROVIDED THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF GEORGIA; PROVIDED THAT THE Collateral AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA OR OF THE UNITED STATES OF AMERICA LOCATED IN THE FULTON COUNTY, GEORGIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE Collateral AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE Collateral AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

(c) EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ AGENT AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE Collateral AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

13.4      WAIVER OF JURY TRIAL.    TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE BORROWERS, THE LENDERS AND THE COLLATERAL

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AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE BORROWERS, THE LENDERS AND THE Collateral AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

13.5      Survival of Representations and Warranties.      All of the Borrowers’ representations and warranties contained in this Agreement shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Collateral Agent or the Lenders or their respective agents.

13.6      Other Security and Guaranties.      The Collateral Agent, may, without notice or demand and without affecting any Borrower’s obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of the Obligations.

13.7      Fees and Expenses.      The Borrowers agree to pay to each Agent, for its benefit, on demand, all reasonable costs and expenses that such Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) all reasonable costs and expenses (including reasonable and actual attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, noting the Agent’s Liens on certificates of title, and other actions to perfect, protect, and continue the Agent’s Liens (including costs and expenses paid or incurred by each

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 Agent in connection with the consummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of the Borrowers under the Loan Documents that the Borrowers fail to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the Borrowers’ operations by the Collateral Agent plus the Collateral Agent’s charge of $750 per day (or portion thereof) for each Person retained or employed by the Collateral Agent for field examinations and audits and the preparation of reports thereof; and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the Borrowers agree to pay (i) on demand to the Collateral Agent, for its benefit, all costs and expenses incurred by the Collateral Agent (including Attorneys’ Costs), and (ii) to the Lenders (other than CIT), on demand, all reasonable and actual fees, expenses and disbursements incurred by such Lenders for one law firm retained by such Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against the Collateral Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers. All of the foregoing costs and expenses shall be charged to the Loan Account as Revolving Loans as described in Section 3.7.

13.8      Notices.      Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) Business Days after it shall have been mailed by United States mail, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

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If to the Collateral Agent:

The CIT Group/Business Credit, Inc.
1200 Ashwood Parkway, Suite 150
Atlanta, Georgia 30338
Attention: Regional Credit Manager
Telecopy No.: 770-522-7673

with copies to:

The CIT Group/Commercial Services, Inc.
1211 Avenue of the Americas
New York, New York 10036
Attention: James Heed
Telecopy No.: 212-536-1328

If to the Administrative Agent or Syndication Agent:

Bank of America, N.A.
600 Peachtree Street, 5^th Floor
Atlanta, GA 30308
Attention: Business Credit-Account Executive
Telecopy No.: 404-607-6437

with copies to:

Troutman Sanders LLP
600 Peachtree Street, 52nd Floor
Atlanta, GA 30308
Attention: Michael Leveille
Telecopy No.: 404-962-6615

If to the Borrowers or the Borrowers’ Agent:

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, TN 37363
Attention: Chief Financial Officer
Telecopy No.: 423-238-6874

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with copies to:

c/o Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, GA 30309
Attention: General Counsel
Telecopy No.: 404-815-6555

If to a Lender:

To the address of such Lender set forth on the signature page hereto or on the Assignment and Acceptance for such Lender, as applicable

or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

13.9      Waiver of Notices.      Unless otherwise expressly provided herein, each Borrower waives presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the Obligations and notice of acceleration of the Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on any Borrower which the Collateral Agent or any Lender may elect to give shall entitle any Borrower to any or further notice or demand in the same, similar or other circumstances.

13.10      Binding Effect.      The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any Borrower without prior written consent of the Collateral Agent and each Lender. The rights and benefits of the Collateral Agent and the Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the Obligations or any part thereof.

13.11      Indemnity of the Agents and the Lenders by the Borrowers.

(a)     To the fullest extent permitted by law, the Borrowers agree to defend, indemnify and hold the Agent-Related Persons, and each Lender, their parents, Affiliates and Subsidiaries and all of their respective officers, directors, employees, counsel, representatives, successors, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Collateral Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the

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transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

(b)     To the fullest extent permitted by law, the Borrowers agree to indemnify, defend and hold harmless each Indemnified Person from any claim, demand, damages, penalties, fines, costs (including without limitation reasonable and actual attorneys’ fees and expenses), loss or other liability, of any type whatsoever (collectively, "Damages") imposed on, incurred by or asserted against any Indemnified Person, directly or indirectly, arising out of (i) the use, generation, manufacture, production, storage, Release, threatened Release, discharge, disposal or presence of any Contaminant relating to any Borrower’s operations, business or property, or (ii) any Damages arising from or related to any non-compliance or alleged non-compliance with any Environmental Laws with respect to any Borrower or Borrower’s operations, business or Property; provided, however, that such indemnity shall not apply to any Damages to the extent resulting from the willful misconduct of any Indemnified Person. This indemnity shall apply whether the Contaminant is on, under or about, or migrated from or originated at any Borrower’s property or operations or property leased to any Borrower, provided, that the Borrowers shall have no obligation hereunder to any indemnify any Person with respect to any loss or liability to the extent resulting from the gross negligence or willful misconduct of such Person.

13.12      Limitation of Liability.      NO CLAIM MAY BE MADE BY ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST ANY AGENT, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER AND EACH LENDER HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

13.13      Final Agreement.      This Agreement and the other Loan Documents are intended by the Borrowers, the Agents and the Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof, except for the Fee Letter. No modification, rescission, waiver, release, or amendment of any

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provision of this Agreement or any other Loan Document shall be made, except by a written agreement signed by the Borrowers and a duly authorized officer of each of the Collateral Agent and the requisite Lenders.

13.14       Counterparts.      This Agreement may be executed in any number of counterparts, and by the Agents, each Lender and the Borrowers in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

13.15      Captions.      The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

13.16      Right of Setoff.      In addition to any rights and remedies of the Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each Lender is authorized at any time and from time to time, without prior notice to any Borrower, any such notice being waived by the Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of any Borrower against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Collateral Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers’ Agent and the Collateral Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

13.17      Confidentiality.

(a)     The Borrowers hereby agree that the Agents and each Lender may prepare and disseminate "tombstone" and other similar advertising and promotional materials describing the credit accommodation entered into pursuant to this Agreement, including the names and addresses of the Borrowers, the amount of the credit facilities hereunder, and a general description of the Borrowers’ business.

(b)     Each Lender severally agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Borrowers and provided to the Collateral Agent or such Lender by or on behalf of the Borrowers, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Collateral Agent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Borrowers, provided that such source is not

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bound by a confidentiality agreement with the Borrowers known to the Collateral Agent or such Lender; provided, however, that the Collateral Agent and any Lender may disclose such information (1) at the request or pursuant to any requirement of any Governmental Authority to which the Collateral Agent or such Lender is subject or in connection with an examination of the Collateral Agent or such Lender by any such Governmental Authority; (2) upon prior notice to the Borrowers’ Agent (unless otherwise prohibited by any such subpoena or court process), pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable Requirement of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Collateral Agent, any Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to the extent necessary in such Lender’s judgment, to the Collateral Agent’s or such Lender’s independent auditors, accountants, attorneys and other professional advisors, provided that such independent auditors, accountants, attorneys and other professional advisors agree to keep such information confidential to the same extent required of the Collateral Agent and the Lenders hereunder; (7) to any prospective Participant or Assignee under any Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of the Collateral Agent and the Lenders hereunder; (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which any Borrower is party or is deemed party with the Collateral Agent or such Lender, and (9) to its Affiliates, provided that such Lender shall cause any such Affiliate to keep such information confidential to the same extent required of such Lender hereunder.

13.18      Conflicts with Other Loan Documents.      Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

(Signatures Begin On Next Page)

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IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

"PARENT"

Miller Industries, Inc.

By:   /s/ Frank Madonia

       Frank Madonia 
       Executive Vice President

"SUBSIDIARY MILLER BORROWERS"

APACO, INC.
B&B ASSOCIATED INDUSTRIES, INC.
CHEVRON, INC.
CENTURY HOLDINGS, INC.
CHAMPION CARRIER CORPORATION COMPETITION WHEELIFT, INC.
GOLDEN WEST TOWING EQUIPMENT INC.
KING AUTOMOTIVE & INDUSTRIAL EQUIPMENT, INC.
MID AMERICA WRECKER & EQUIPMENT SALES, INC. OF
     COLORADO
MILLER FINANCIAL SERVICES GROUP, INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MILLER INDUSTRIES TOWING EQUIPMENT INC.
PURPOSE, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.

By:   /s/ Frank Madonia

        Frank Madonia 
      Attorney-in-Fact of each entity listed above

"SUBSIDIARY ROADONE BORROWERS"

ACKERMAN WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC.
ALLIED GARDENS TOWING, INC.
ALLIED TOWING AND RECOVERY, INC.
ALTAMONTE TOWING, INC.
ANDERSON TOWING SERVICE, INC.
ARROW WRECKER SERVICE, INC.
A TO Z ENTERPRISES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BEATY TOWING & RECOVERY, INC.
BERT'S TOWING RECOVERY CORPORATION
BOB BOLIN SERVICES, INC.
BOB'S AUTO SERVICE, INC.
BOB VINCENT AND SONS WRECKER SERVICE, INC.
BOULEVARD & TRUMBULL TOWING, INC.
BREWER'S, INC.
BRYRICH CORPORATION
C&L TOWING SERVICES, INC.
CAL WEST TOWING, INC.
CARDINAL CENTRE ENTERPRISES, INC.
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTRAL VALLEY TOWING, INC.
CHAD'S, INC.
CHICAGO METRO SERVICES, INC.
CLARENCE CORNISH AUTOMOTIVE SERVICE, INC.
CLEVELAND VEHICLE DETENTION CENTER, INC.
COFFEY’S TOWING, INC.
COLEMAN’S TOWING & RECOVERY, INC.
D.A. HANELINE, INC.
DVREX, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
DON'S TOWING, INC.

DUGGER’S SERVICES, INC.
DUN-RITE TOWING INC.
DURU, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GARY’S TOWING & SALVAGE POOL, INC.
GOOD MECHANIC AUTO CO. OF RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
KAUFF'S, INC.
KAUFF’S OF FT. PIERCE, INC.
KAUFF’S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN'S TOWING, INC.
LAZER TOW SERVICES, INC.
LEVESQUE'S AUTO SERVICE, INC.
LWKR, INC.
LINCOLN TOWING ENTERPRISES, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MERL'S TOWING SERVICE, INC.
MIKE'S WRECKER SERVICE, INC.
MOORE'S SERVICE & TOWING, INC.
MOORE'S TOWING SERVICE, INC.
MOSTELLER’S GARAGE, INC.
MURPHY'S TOWING, INC.
OFFICIAL TOWING, INC.
O'HARE TRUCK SERVICE, INC.
P.A.T., INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN'S TRUCK CENTER, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.

RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY’S TOWING, INC.
RECOVERY SERVICES, INC.
RTIEX, INC.
RBEX INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROADONE SPECIALIZED TRANSPORTATION, INC.
ROADONE TRANSPORTATION AND LOGISTICS, INC.
R.M.W.S., INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SOUTHWEST TRANSPORT, INC.
SPEED'S AUTOMOTIVE, INC.
SPEED'S RENTALS, INC.
SROGA'S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON'S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN COUNTY,
     INC.
TRUCK SALES & SALVAGE CO., INC.
WALKER TOWING, INC.
WES'S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
      ENTERPRISES, INC.
WHITEY’S TOWING, INC.
WILTSE TOWING, INC.

ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.

By:       /s/ Frank Madonia                                                  
        Frank Madonia
        Attorney-in-Fact of each entity listed above

"ADMINISTRATIVE AGENT,
SYNDICATION AGENT AND EXISTING
TITLED COLLATERAL AGENT"

BANK OF AMERICA, N.A., as the
Administrative Agent, Syndication Agent and
Existing Titled Collateral Agent

By:       /s/ Kevin M. Moore                                                   
Name:        Kevin M. Moore                                                   
Title:          Senior V.P.                                                             

	"LETTER OF CREDIT ISSUER" BANK OF AMERICA, N.A., as the Letter of Credit Issuer By:       /s/ Kevin M. Moore                                                    Name:        Kevin M. Moore                                                    Title:          Senior V.P.
	"COLLATERAL AGENT" THE CIT GROUP/BUSINESS CREDIT, INC., as the Collateral Agent By:      /s/ Arthur R. Cordwell, Jr.                                           Name:       Arthur R. Cordwell, Jr.                                           Title:         V.P.
Address: 600 Peachtree Street, 5th Floor Atlanta, GA 30308 Attn: Business Credit - Account Executive Telecopy No: 404-607-6437	"LENDERS" BANK OF AMERICA, N.A., as a Lender By:       /s/ Kevin M. Moore                                                    Name:        Kevin M. Moore                                                    Title:          Senior V.P.
Address: 1200 Ashwood Parkway, Suite 150 Atlanta, GA 30338 Attn: Regional Credit Manager Telecopy No: 770-522-7673	THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender By:      /s/ Arthur R. Cordwell, Jr.                                           Name:       Arthur R. Cordwell, Jr.                                           Title:         V.P.

Address: 300 Galleria Parkway, Suite 800
Atlanta, GA 30339
Attn: Wesley Manus
Telecopy No: 770-857-2947 FLEET CAPITAL CORPORATION, as a Lender By:       /s/ Wes Manus                                                           
Name:         Wes Manus                                                          
Title:           Vice President                                                       

ANNEX A
to
Credit Agreement

Definitions

Capitalized terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the following definitions shall refer to sections of the Agreement:

"Accounts" means, as to any Borrower or Designated Subsidiary, all of such Borrower’s (or Designated Subsidiary’s) now owned or hereafter acquired or arising accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Account Debtor" means each Person obligated in any way on or in connection with an Account.

"ACH Transactions" means any cash management or related services including the automatic clearing house transfer of funds by Bank of America for the account of the Borrowers pursuant to agreement or overdrafts.

"Adjusted Net Earnings from Operations" means, with respect to any fiscal period of the Consolidated Parties, the Consolidated Parties’ net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets (provided, that, up to $891,000 in the aggregate of gain from capital asset sales that occurred during the Fiscal Year ended April 30, 2001 shall be included in net income for the fiscal periods ending on April 30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002 to the extent such asset sales occurred during such fiscal periods); (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by a Consolidated Party in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than a Consolidated Party) in which a Consolidated Party has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Consolidated Party in the form of cash distributions; (e) earnings of any Person to which assets of a Consolidated Party shall have been sold, transferred or disposed of, or into which a Consolidated Party shall have been merged, or which has been a party with a Consolidated Party to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of a Consolidated Party or from cancellation or forgiveness of Debt; and (g) gain and non-cash losses arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

"Administrative Agent" means Bank of America, solely in its capacity as administrative agent.

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"Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agent Advances" has the meaning specified in Section 1.2(i).

"Agent’s Liens" means the Liens in the Collateral granted to the Collateral Agent (and the existing Titled Collateral Agent), for the benefit of the Agents, the Letter of Credit Issuer and the Lenders pursuant to this Agreement and the other Loan Documents.

"Agent-Related Persons" means the Agents, together with their Affiliates, and the officers, directors, employees, counsel, representatives, agents and attorneys-in-fact of the Agents and such Affiliates.

"Agents" means the Administrative Agent, the Existing Titled Collateral Agent, the Collateral Agent and the Syndication Agent, collectively, and "Agent" means any such party, individually.

"Aggregate Miller Revolver Outstandings" means, at any date of determination without duplication: the sum of (a) the unpaid balance of Revolving Loans made to the Miller Borrowers, (b) the aggregate amount of Pending Revolving Loans requested by the Miller Borrowers, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit requested by the Miller Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit issued at the request of the Miller Borrowers.

"Aggregate Revolver Outstandings" means, at any date of determination, without duplication: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit.

"Aggregate RoadOne Revolver Outstandings" means, at any date of determination, without duplication: the sum of (a) the unpaid balance of Revolving Loans made to the RoadOne Borrowers, (b) the aggregate amount of Pending Revolving Loans requested by the RoadOne Borrowers, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit requested by the RoadOne Borrowers, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of drawn Letters of Credit issued at the request of the RoadOne Borrowers.

"Agreement" means the Credit Agreement to which this Annex A is attached, as from time to time amended, modified or restated.

"Anniversary Date" means each anniversary of the Closing Date.

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"Applicable Margin" means:

1. with respect to Base Rate Revolving Loans and all other Obligations (other than Base Rate Term Loans and LIBOR Rate Loans), 0.75%;

2. with respect to Base Rate Term Loans, 1.00%;

3. with respect to LIBOR Revolving Loans, 2.75%; and

4. with respect to LIBOR Term Loans, 3.00%.

"Appraisal" means an appraisal, prepared on a basis satisfactory to the Collateral Agent, setting forth the Net Orderly Liquidation Value (and the orderly liquidation value) of all of each Borrower’s finished goods Inventory and Fleet Vehicles, which appraisal shall be prepared in accordance with Section 7.4(d).

"Asset Disposition" means any sale or other disposition of (a) less than all of the assets of any RoadOne Borrower, so long as (i) the Net Proceeds therefrom are at least equal to $100,000 or (ii) the assets sold or disposed of constitute all or substantially all of the assets of any location operated by such RoadOne Borrower, or (b) all of the assets, stock or property of any RoadOne Borrower (in either case, provided such assets, stock or property involve the RoadOne business), including through asset sales, stock sales, and mergers whereby the applicable RoadOne Borrower is not the surviving corporation.

"Asset Disposition Expenses" means, in connection with any Asset Disposition, (a) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Asset Disposition and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliates), (b) transfer taxes applicable to such Asset Disposition, (c) amounts payable to holders of Liens senior to the Agent’s Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (d) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

"Assignee" has the meaning specified in Section 11.2(a).

"Assignment and Acceptance" has the meaning specified in Section 11.2(a).

"Attorney Costs" means and includes all actual and reasonable fees, expenses and disbursements of one or more law firms or other counsel engaged by the Agents, including the reasonably allocated costs and expenses of internal legal services of the Agents.

"Availability" means, at any time (a) the lesser of (i) the Maximum Revolver Amount or (ii) the Borrowing Base, minus (b) Reserves other than Reserves deducted in the calculation of the Borrowing Base.

"Availability Requirement" means (a) $10,000,000 at any time prior to one or more sales of assets of the RoadOne Borrowers (other than sales or dispositions of Fleet Vehicles in the ordinary course of business that are obsolete or no longer used or useful in the RoadOne

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Borrowers’ business, provided such Fleet Vehicles are replaced with replacement Fleet Vehicles within 90 days after any such sale or disposition) on or after the Closing Date with a Net Senior Creditors Proceeds value, in the aggregate, greater than or equal to $35,976,338 and (b) $9,000,000 at any time thereafter.

"Bank of America" means Bank of America, N.A., a national banking association, or any successor entity thereto.

"Bank Products" means any one or more of the following types of services or facilities extended to a Borrower by Bank of America or CIT, or any Affiliate of Bank of America or CIT, in reliance on the agreement of Bank of America or CIT, as applicable, to indemnify such Affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements. "Bank Products" do not include floorplanning arrangements and vehicle repurchase obligations.

"Bank Product Reserves" means all reserves which the Collateral Agent from time to time establishes in its reasonable discretion for the Bank Products consisting of Hedge Agreements and credit cards then provided or outstanding.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. &sec; 101 et seq.).

"Base Rate" means the rate of interest per annum announced by The Chase Manhattan Bank from time to time as its prime rate in effect at its principal office in New York City. (The prime rate is not intended to be the lowest rate of interest charged by The Chase Manhattan Bank to its borrowers).

"Base Rate Loans" means, collectively, the Base Rate Revolving Loans and the Base Rate Term Loans.

"Base Rate Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the Base Rate.

"Base Rate Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the Base Rate.

"Blocked Account Agreement" means an agreement among one or more of the Borrowers, the Collateral Agent and a Clearing Bank, in form and substance reasonably satisfactory to the Collateral Agent, concerning the collection of payments which represent the proceeds of Accounts or of any other Collateral.

"Borrowers’ Agent" means Parent, in its capacity as agent for itself and the other Borrowers pursuant to Section 3.11.

"Borrowing" means a borrowing hereunder consisting of Revolving Loans or Term Loans made on the same day by the Lenders to the Borrowers or by CIT in the case of a

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Borrowing funded by Non-Ratable Loans or by the Collateral Agent in the case of a Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit hereunder.

"Borrowing Base" means, collectively, the Miller Borrowing Base and the RoadOne Borrowing Base.

"Borrowing Base Certificate" means a certificate by a Responsible Officer of the Borrowers’ Agent, substantially in the form of Exhibit A (or another form acceptable to the Collateral Agent) setting forth separately the calculation of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Collateral Agent. All calculations of the Borrowing Base, the Miller Borrowing Base and the RoadOne Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Borrowers’ Agent and certified to the Collateral Agent; provided, that the Collateral Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (a) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (b) to the extent that such calculation is not in accordance with this Agreement.

"Business Day" means (a) any day that is not a Saturday, Sunday, or a day on which banks in Atlanta, Georgia are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market.

"Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

"Capital Expenditures" means all payments due (whether or not paid during any fiscal period) in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, which has a useful life of more than one year, including, without limitation, those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease.

"Capital Lease" means any lease of property by a Consolidated Party which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of the Consolidated Parties.

"Change of Control" means the occurrence of any of the following: (a) a Person or "group" of Persons (within the meaning of Section 13(d) of the Exchange Act), shall acquire, beneficially or of record, 25% or more of the outstanding voting stock (stock entitled to vote for election of directors) of Parent; (b) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election by the Board of Directors of Parent or whose nomination for

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election by the shareholders of Parent, as the case may be, was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of Parent, as the case may be, then in office; or (c) Parent shall cease to own 100% of the equity interests of any other Borrower or such ownership shall cease to vest in Parent voting control with respect to any other Borrower, except as a result of a transaction permitted under this Agreement.

"Chassis Floorplan Agreement" means any agreement (other than a purchase order) pursuant to which (a) any Borrower purchases, acquires or receives chassis (whether through a purchase, bailment, consignment or other arrangement), (b) the applicable Borrower incurs any obligation to pay any Person for or with respect to any portion of the invoice price for such chassis, and (c) the applicable Borrower grants such Person a Lien in, or such Person retains any ownership interest in, such chassis.

"Chattel Paper" means, as to any Borrower, all of such Borrower’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

"CIT" means The CIT Group/Business Credit, Inc., or any successor entity thereto.

"Clearing Bank" means Bank of America or any other banking institution with whom a Payment Account has been established pursuant to a Blocked Account Agreement.

"Closing Date" means the date of this Agreement.

"Closing Fee" has the meaning specified in Section 2.4.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means (a) all of the Borrowers’ real and personal property, except to the extent excluded pursuant to the terms of the Security Agreement, and (b) all other assets of any Person from time to time subject to Agent’s Liens securing payment or performance of the Obligations.

"Collateral Agent" means CIT, solely in its capacity as collateral agent for the Lenders, and any successor collateral agent.

"Commitment" means, at any time with respect to a Lender, the principal amount set forth beside such Lender’s name under the heading "Commitment" on Schedule 1.1 attached to the Agreement or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 11.2, as such Commitment may be adjusted from time to time in accordance with the provisions of Sections 3.2(a) and 11.2, and "Commitments" means, collectively, the aggregate amount of the commitments of all of the Lenders.

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"Consolidated Parties" means Parent and each of its Subsidiaries whose financial statements are consolidated with Parent’s financial statements in accordance with GAAP.

"Contaminant" means any material, substance, constituent or waste, whether solid, liquid or gaseous, which is listed, defined or regulated as a "hazardous substance", "hazardous waste" or "solid waste", or otherwise classified as hazardous or toxic, under or pursuant to any Environmental Law, or regulated in any way under any Environmental Law; including, without limitation, asbestos and asbestos containing materials, petroleum and petroleum products, radon, polychlorinated biphenyls, urea formaldehyde foam insulation, explosives or radioactive materials.

"Continuation/Conversion Date" means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

"Custodial Administration Agreement" means the Custodial Administration Agreement entered into on or about the Closing Date among the Borrowers, the Custodial Administrator, the Collateral Agent, the Existing Titled Collateral Agent and the Junior Creditors’ Agent, together with any successor agreement with respect to the subject matter thereof.

"Custodial Administrator" means VINtek, Inc., a Pennsylvania corporation, together with any successor custodial administrator under any successor Custodial Administration Agreement.

"Debt" means, without duplication, all liabilities, obligations and indebtedness of any Borrower or any of their Subsidiaries to any Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, in each case to the extent such liabilities, obligations and indebtedness consist of (a) indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables, (b) Obligations; (c) obligations and liabilities of any Person secured by any Lien on any Borrower’s or Subsidiary’s property, even though such Borrower or Subsidiary shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Borrower or Subsidiary prepared in accordance with GAAP; (d) the principal amount of all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by any Borrower or Subsidiary, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Borrower or Subsidiary prepared in accordance with GAAP; (e) obligations and liabilities under Guaranties of Debt; and (f) the present value (discounted at the Base Rate) of lease payments due under synthetic leases.

"Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

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"Default Rate" means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate plus (b) two percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate. In addition, the Default Rate shall result in an increase in the Letter of Credit Fee by two percentage points per annum.

"Defaulting Lender" has the meaning specified in Section 12.15(c).

"Designated Account" has the meaning specified in Section 1.2(c).

"Designated Financial Officer" means each of the chief financial officer, the treasurer, and any other financial officer of Parent reasonably acceptable to the Collateral Agent.

"Designated Subsidiaries" means F. G. Russell Truck Equipment Ltd. and Canadian Towing Equipment, Inc.

"Distribution" means, in respect of any corporation: (a) the payment or making of any dividend or other distribution of property in respect of capital stock (or any options or warrants for, or other rights with respect to, such stock) of such corporation, other than distributions in capital stock (or any options or warrants for such stock) of the same class; or (b) the redemption or other acquisition by such corporation of any capital stock (or any options or warrants for such stock) of such corporation.

"Documents" means all documents as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Borrower.

"DOL" means the United States Department of Labor or any successor department or agency.

"Dollar" and "$" means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Agreements shall be made in Dollars.

"EBITDA" means, with respect to any fiscal period of the Consolidated Parties, Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Interest Expense, Federal, state, local and foreign income taxes, depreciation and amortization. In calculating EBITDA, at a time when the Subsequent EBITDA Requirement is applicable under Section 7.24, for any fiscal period, EBITDA will be calculated as if the Asset Disposition of the assets and/or stock of the RoadOne Borrowers had occurred prior to such fiscal period.

"Eligible Accounts" means the Accounts arising in the ordinary course of business from the sale of goods or the delivery of services by any Borrower which the Collateral Agent in good faith determines to be Eligible Accounts. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Accounts shall not include any Account:

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(a)     with respect to which more than ninety (90) days have elapsed since the date of the original invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to which any of the representations, warranties, covenants, and agreements contained in the Security Agreement are incorrect or have been breached;

(c)     with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

(d)     which represents a progress billing (as hereinafter defined) or as to which any Borrower has extended the time for payment without the consent of the Collateral Agent; for the purposes hereof, "progress billing" means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon a Borrower’s completion of any further performance under the contract or agreement;

(e)     with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;

(f)     if fifty percent (50%) or more of the aggregate Dollar amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible under clause (a) above;

(g)     owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit satisfactory to the Collateral Agent in its discretion;

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provided, that, this clause (g) shall not exclude up to $500,000 of Accounts outstanding not more than thirty (30) days after the date of the original invoice that are owing at any time by Western Corporation, a subsidiary of Yanase-Co., Ltd.;

(h)     owed by an Account Debtor which is an Affiliate or employee of any Borrower;

(i)     except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Collateral Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC;

(j)     owed by an Account Debtor to which a Borrower or any of its Subsidiaries is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Collateral Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by the government of the United States of America, or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. &sec; 3727 et seq.), and any other steps necessary to perfect the Agent’s Liens therein, have been complied with to the Collateral Agent’s satisfaction with respect to such Account, provided that this requirement shall not apply to up to $100,000 in the aggregate of Accounts;

(l)     owed by any state, municipality, or other political subdivision of the United States of America, or any department, agency, public corporation, or other instrumentality thereof and as to which the Collateral Agent determines that its Lien therein is not or cannot be perfected, provided that this requirement shall not apply to up to $100,000 in the aggregate of Accounts;

(m)     which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

(n)     which is evidenced by a promissory note or other instrument or by chattel paper;

(o)     if the Collateral Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

(p)     with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the applicable Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has qualified to do business in such jurisdiction or has filed a Notice of Business Activities Report or equivalent report for the then current year;

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(q)     which arises out of a sale not made in the ordinary course of the applicable Borrower’s business;

(r)     with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Borrower, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

(s)     owed by an Account Debtor which is obligated to the Borrower or the Designated Subsidiaries respecting Accounts the aggregate unpaid balance of which exceeds fifteen percent (15%) of the aggregate unpaid balance of all Accounts owed to the Borrowers and the Designated Subsidiaries at such time by all of the Account Debtors, but only to the extent of such excess;

(t)     which is not subject to a first priority and perfected security interest in favor of the Collateral Agent for the benefit of the Lenders;

(u)     which arises out of financing, insurance and other similar charges; or

(v)     which arises out of the sale of chassis that are not attached to wrecker bodies unless the applicable Borrower has paid for the chassis in full.

If any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of Eligible Accounts.

"Eligible Assignee" means (a) a commercial bank, commercial finance company or other asset based lender, having total assets in excess of $1,000,000,000; (b) any Lender listed on the signature page of this Agreement; (c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and is continuing, any Person reasonably acceptable to the Collateral Agent.

"Eligible Designated Subsidiary Inventory" means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Collateral Agent in good faith determines to be Eligible Inventory. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any Inventory:

(a)     that is not owned by a Designated Subsidiary;

(b)     that is not subject to a first priority and perfected security interest in favor of Miller Towing pursuant to the Intercompany Security Documents that has been collaterally assigned on a first priority basis to the Collateral Agent pursuant to the Intercompany Security Documents Assignment, all in form and substance satisfactory to the Collateral Agent, which collateral assignment shall not be subject to any other Lien whatsoever (other than the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

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(c)     that does not consist of finished goods or raw materials;

(d)     that consists of work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

(e)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale;

(f)     that is not currently either usable or salable, at prices approximating at least cost, in the normal course of the Designated Subsidiaries’ business, or that is slow moving or stale;

(g)     that is obsolete or returned or repossessed or used goods taken in trade;

(h)     that is located outside the United States of America or Canada (or that is in-transit from vendors or suppliers);

(i)     that is located in a public warehouse or in possession of a bailee or in a facility leased by a Designated Subsidiary, if the warehouseman, the bailee, or the lessor has not delivered to the Collateral Agent, if requested by the Collateral Agent, a subordination agreement in form and substance satisfactory to the Collateral Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location;

(j)     that contains or bears any Proprietary Rights licensed to a Designated Subsidiary by any Person, if the Collateral Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement and Section 9.2 without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which the applicable Designated Subsidiary has not delivered to the Collateral Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Collateral Agent if requested;

(k)     that consists of chassis that are not attached to wrecker bodies, unless the Designated Subsidiaries have paid for the chassis in full;

(l)     that is not reflected in the details of a current inventory report; or

(m)     that is Inventory placed on consignment.

If any Inventory at any time ceases to be Eligible Designated Subsidiary Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Designated Subsidiary Inventory.

"Eligible Fleet Vehicles" means Fleet Vehicles used by the RoadOne Borrowers that are subject to the Agent’s Liens (which shall be a first priority Lien) and that are determined by the

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Collateral Agent in good faith to be eligible. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Fleet Vehicles shall not include any Fleet Vehicle:

(a)     that is not owned by a RoadOne Borrower;

(b)     that is not subject to the Agent’s Liens, which are perfected as to such Fleet Vehicle, or that are subject to any other Lien whatsoever (other than the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

(c)     for which the Collateral Agent (or the Custodial Administrator in accordance with the terms of the Custodial Administration Agreement) has not received the original certificate of title with respect thereto, properly noting the Agent’s Lien thereon;

(d)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale; or

(e)     that is located outside the United States of America or Canada.

"Eligible Independent Distributor Inventory" means new wreckers, carriers and chassis that have been sold by the Borrowers to Independent Distributors that are determined by the Collateral Agent in good faith to be eligible and with respect to which (a) the Borrowers have a first priority perfected security interest in such inventory as security for the payment of the purchase price therefor, pursuant to security agreements, UCC financing statements and other legal documentation acceptable to the Collateral Agent, subject to no other Liens, (b) the Collateral Agent shall have received the originals of all Instruments, Chattel Paper and other agreements relating to such inventory and payment obligation, duly endorsed or assigned to the Collateral Agent, together with such UCC assignments as the Collateral Agent may request, (c) the Collateral Agent has received such satisfactory lien searches and other documents as it may request, and (d) all other matters are satisfactory to the Collateral Agent in good faith.

"Eligible Intercompany Accounts" means the Accounts arising in the ordinary course of business from the sale of goods or the delivery of services by any Designated Subsidiary which the Collateral Agent in good faith determines to be Eligible Intercompany Accounts. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Intercompany Accounts shall not include any Account:

(a)     with respect to which more than ninety (90) days have elapsed since the date of the original invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to which any of the representations, warranties, covenants, and agreements contained in the Security Agreement are incorrect or have been breached;

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(c)     with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

(d)     which represents a progress billing (as hereinafter defined) or as to which any Designated Subsidiary has extended the time for payment without the consent of the Collateral Agent; for the purposes hereof, "progress billing" means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon a Designated Subsidiary’s completion of any further performance under the contract or agreement;

(e)     with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;

(f)     if fifty percent (50%) or more of the aggregate Dollar amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible under clause (a) above;

(g)     owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States of America or Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the United States of America or Canada or any state or province thereof; or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except to the extent that such Account is secured or payable by a letter of credit satisfactory to the Collateral Agent in its discretion;

(h)     owed by an Account Debtor which is an Affiliate or employee of any Designated Subsidiary;

(i)     except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Collateral

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Agent’s right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the Personal Property Security Act of British Columbia or Ontario;

(j)     owed by an Account Debtor to which a Designated Subsidiary or any of its Subsidiaries is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the Collateral Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by any federal, state, municipality, or other political subdivision of the United States of America or Canada, or any department, agency, public corporation, or other instrumentality thereof and as to which the Collateral Agent determines that its Lien therein is not or cannot be perfected;

(l)     which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

(m)     which is evidenced by a promissory note or other instrument or by chattel paper;

(n)     if the Collateral Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

(o)     with respect to which the Account Debtor is located in any jurisdiction requiring the filing of a Notice of Business Activities Report or similar report in order to permit the applicable Designated Subsidiary to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Designated Subsidiary has qualified to do business in such jurisdiction or has filed a Notice of Business Activities Report or equivalent report for the then current year;

(p)     which arises out of a sale not made in the ordinary course of the applicable Designated Subsidiary’s business;

(q)     with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Designated Subsidiary, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services;

(r)     owed by an Account Debtor which is obligated to the Designated Subsidiary or the Borrowers respecting Accounts the aggregate unpaid balance of which exceeds fifteen percent (15%) of the aggregate unpaid balance of all Accounts owed to the Designated Subsidiaries and the Borrowers at such time by all of the Account Debtors, but only to the extent of such excess;

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(s)     which is not subject to a first priority and perfected security interest in favor of Miller Towing pursuant to the Intercompany Security Documents that has been collaterally assigned on a first priority basis to the Collateral Agent pursuant to the Intercompany Security Documents Assignment, all in form and substance satisfactory to the Collateral Agent;

(t)     which arises out of financing, insurance and other similar charges; or

(u)     which arises out of the sale of chassis that are not attached to wrecker bodies unless the applicable Designated Subsidiary has paid for the chassis in full.

If any Account at any time ceases to be an Eligible Intercompany Account, then such Account shall promptly be excluded from the calculation of Eligible Intercompany Accounts.

"Eligible Inventory" means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Collateral Agent in good faith determines to be Eligible Inventory. Without limiting the discretion of the Collateral Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any Inventory:

(a)     that is not owned by a Borrower;

(b)     that is not subject to the Agent’s Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than Permitted Liens described on Schedule 7.18 and the Liens described in clauses (d), (f) and (g) of the definition of Permitted Liens, provided that all such Permitted Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral);

(c)     that does not consist of finished goods or raw materials;

(d)     that consists of work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

(e)     that is not in good condition, is unmerchantable, or does not meet all standards imposed by any Governmental Authority having regulatory authority over such goods, their use or sale;

(f)     that is not currently either usable or salable, at prices approximating at least cost, in the normal course of the Borrowers’ business, or that is slow moving or stale;

(g)     that is obsolete or returned or repossessed or used goods taken in trade;

(h)     that is located outside the United States of America or Canada (or that is in-transit from vendors or suppliers);

(i)     that is located in a public warehouse or in possession of a bailee or in a facility leased by a Borrower, if the warehouseman, the bailee, or the lessor has not delivered to the Collateral Agent, if requested by the Collateral Agent, a subordination agreement in form and

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substance satisfactory to the Collateral Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location;

(j)     that contains or bears any Proprietary Rights licensed to a Borrower by any Person, if the Collateral Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement and Section 9.2 without infringing the rights of the licensor of such Proprietary Rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement), and, as to which the applicable Borrower has not delivered to the Collateral Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Collateral Agent if requested;

(k)     that consists of chassis that are not attached to wrecker bodies, unless the Borrowers have paid for the chassis in full;

(l)     that is not reflected in the details of a current inventory report; or

(m)     that is Inventory placed on consignment.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.

"Eligible Miller Accounts" means Eligible Accounts owned by a Miller Borrower and arising out of the Miller Borrowers’ manufacturing and distribution business.

"Eligible RoadOne Accounts" means Eligible Accounts owned by a RoadOne Borrower and arising out of the RoadOne Borrowers’ RoadOne business.

"Eligible Secured Accounts" means Accounts arising in the ordinary course of the Borrowers’ non-RoadOne business from the sale of goods that do not constitute Eligible Accounts solely as a result of such Accounts failure to comply with clause (a) or (f) of the definition of Eligible Accounts, provided that (a) such Accounts are determined by the Collateral Agent in good faith to otherwise be eligible, (b) such Accounts are outstanding for no more than three hundred sixty (360) days after the original invoice date therefor, and (c) such Accounts arise out of the sale of, and are secured by a first priority perfected security interest in, Eligible Independent Distributor Inventory.

"Environmental Claims" means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, for a Release of any Contaminant or for any injury to the environment.

"Environmental Compliance Reserve" means any reserve which the Collateral Agent establishes in its reasonable discretion after prior written notice to the Borrowers’ Agent from time to time for amounts that are reasonably likely to be expended by the Borrowers in order for the Borrowers and their operations and property (a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any material non-compliance with Environmental Laws identified in a report delivered to

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the Collateral Agent and the Lenders prior to the Closing Date or pursuant to Section 7.7. The initial Environmental Compliance Reserve shall be $100,000.

"Environmental Laws" means all applicable federal, state or local laws, rules, regulations, ordinances and codes, together with all administrative orders, licenses, authorizations and permits of, and agreements with, any Governmental Authority, now or hereafter in effect relating to pollution or protection of the environment (including, without limitation, ambient air, surface water, ground water, land and natural resources), health, safety and land use matters, including laws relating to emissions, discharges, Releases or threatened Releases of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, removal, transport or handling of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

"Environmental Lien" means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

"Equipment" means, as to any Borrower, all of such Borrower’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, tow trucks, wreckers and other Fleet Vehicles, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Borrower and all of such Borrower’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

"ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan, (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment

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as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan, (e) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multi-employer Plan, or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

"Event of Default" has the meaning specified in Section 9.1.

"Excess Availability" means, at any time (a) the Borrowing Base, minus (b) Reserves other than Reserves deducted in the calculation of the Borrowing Base, minus (c) the Aggregate Revolver Outstandings.

"Exchange Act" means the Securities Exchange Act of 1934, and regulations promulgated thereunder.

"Existing Certificates of Title" means each certificate of title or other comparable instrument with respect to wreckers, vehicles and other Collateral owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’ Agent (or Bank of America) as the lienholder thereon.

"Existing Letter of Credit" means letter of credit number 3033044, in the face amount of $150,000, issued by Bank of America on behalf of Parent in favor of Gelco Corporation dba GE Capital Fleet Services.

"Existing Titled Collateral" means all wreckers, vehicles and other Collateral for which an Existing Certificate of Title has been issued as of the Closing Date.

"Existing Titled Collateral Agent" means Bank of America, solely in its capacity as agent for the Lenders with respect to the Existing Titled Collateral and the Existing Certificates of Title.

"FDIC" means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Collateral Agent.

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"Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Fee Letter" means that certain fee letter, dated May 17, 2001, among Parent, Bank of America and CIT.

"Financial Statements" means, according to the context in which it is used, the financial statements referred to in Sections 5.2 and 6.6 or any other financial statements required to be given to the Lenders pursuant to this Agreement.

"Fiscal Year" means the Consolidated Parties’ fiscal year for financial accounting purposes. The current Fiscal Year of the Consolidated Parties will end on April 30, 2002.

"Fixed Assets" means the Equipment (other than Fleet Vehicles) and Real Estate of the Borrowers.

"Fixed Charge Coverage Ratio" means, with respect to any fiscal period of Consolidated Parties, the ratio of EBITDA to Fixed Charges.

"Fixed Charges" means, with respect to any fiscal period of the Consolidated Parties on a consolidated basis, without duplication, Interest Expense, Capital Expenditures (excluding Capital Expenditures funded with Debt other than Revolving Loans, but including, without duplication, principal payments with respect to such Debt), scheduled principal payments of Debt, and Federal, state, local and foreign income taxes, excluding deferred taxes; provided, in the case of principal payments under the Junior Credit Agreement, only principal amounts actually paid to the Junior Creditors in accordance with Section 2.1 of the Junior Credit Agreement shall be included as "scheduled principal payments of Debt" in calculating the amount of Fixed Charges for any fiscal period.

"Fleet Vehicle Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clause(b)(ii) of the definition of RoadOne Borrowing Base less Reserves relating thereto.

"Fleet Vehicles" means all wreckers and other vehicles owned and used by the RoadOne Borrowers in their RoadOne business.

"Foreign Subsidiary" means any direct or indirect Subsidiary of Parent which is organized under the laws of a jurisdiction other than a state of the Untied States of America.

"Funding Date" means the date on which a Borrowing occurs.

"GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the Closing Date.

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"General Intangibles" means, as to any Borrower, all of such Borrower’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of such Borrower of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to such Borrower in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Borrower from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which such Borrower is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property, and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Borrower.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

"Guaranty" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Hedge Agreement" means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging the Borrowers’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

"Independent Distributors" means distributors of the Borrowers that are not Subsidiaries of Parent.

"Instruments" means all instruments as such term is defined in the UCC, now owned or hereafter acquired by any Borrower.

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"Intercompany Accounts" means Accounts of Miller Towing with respect to which a Designated Subsidiary is the Account Debtor.

"Intercompany Availability" means the lesser of:

(a)     $4,000,000;

(b)     the Dollar amount of the then outstanding Intercompany Account owing by the Designated Subsidiaries to Miller Towing with respect to purchases of Inventory; and

(c)     the sum of:

(i)     up to 80% of the Net Amount of Eligible Intercompany Accounts;

(ii)     up to 55% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Designated Subsidiary Inventory consisting of raw materials; plus

(iii)     up to the lesser of (A) 75% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Designated Subsidiary Inventory consisting of finished goods, and (B) up to 75% of the Net Orderly Liquidation Value of Eligible Designated Subsidiary Inventory consisting of finished goods (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Designated Subsidiary Inventory consisting of finished goods as set forth in the most recent quarterly Appraisal to the book value of Eligible Designated Subsidiary Inventory consisting of finished goods as of the effective date of such Appraisal).

"Intercompany Inventory Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clauses (c)(ii) and (iii) of the definition of Intercompany Availability, or, if less, the amount of Intercompany Availability, in each case, less Reserves relating thereto.

"Intercompany Security Documents" means each security agreement, pledge agreement, financing statement and other agreement, document and instrument, in each case executed by a Designated Subsidiary in favor of Miller Towing, securing the repayment of any Intercompany Account, such documents to be (a) in form and substance acceptable to the Agents and (b) collaterally assigned to the Collateral Agent pursuant to the Intercompany Security Documents Assignment.

"Intercompany Security Documents Assignment" means the Collateral Assignment executed by Miller Towing in favor of the Collateral Agent, for the benefit of the Agents, the Lenders and the Letter of Credit Issuer, in form and substance acceptable to the Agents.

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"Interest Expense" means interest on Debt required or scheduled to be paid during the period for which computation is being made (including the interest component of all Capital Leases and synthetic leases), excluding the amortization of fees and costs incurred with respect to the closing of loans.

"Interest Period" means, as to any LIBOR Rate Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and ending on the date one, two, three or six months thereafter as selected by a Borrower in its Notice of Borrowing, in the form attached hereto as Exhibit B, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit D, provided that:

(a)     if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b)     any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)     no Interest Period shall extend beyond the Stated Termination Date.

"Interest Rate" means each or any of the interest rates, including the Default Rate, set forth in Section 2.1.

"Inventory" means, as to any Borrower (or any Designated Subsidiary), all of such Borrower’s or Designated Subsidiary’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Borrower’s or Designated Subsidiary’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

"Inventory Availability" means, as of any date of determination, an amount determined by making the calculation set forth in clause(c)(ii) of the definition of Miller Borrowing Base less Reserves relating thereto.

"Investment Property" means, as to any Borrower, all of such Borrower’s right title and interest in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"IRS" means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

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"Junior Credit Agreement" means that certain Amended and Restated Credit Agreement, dated as of the date of the Agreement, among Parent and Miller Industries Towing Equipment, Inc., as borrowers, the domestic Subsidiaries of Parent, as guarantors, the Junior Creditors, and the Junior Creditors’ Agent.

"Junior Creditors" means Bank of America, Wachovia Bank, N.A., SunTrust Bank, N.A. and AmSouth Bank, together with their successors and assigns.

"Junior Creditors’ Agent" means Bank of America, in its capacity as agent for the Junior Creditors pursuant to the Junior Credit Agreement.

"Latest Projections" means: (a) on the Closing Date and thereafter until the Collateral Agent receives new projections pursuant to Section 5.2(e), the projections of the Consolidated Parties’ financial condition, results of operations, and cash flows, for the period commencing on May 1, 2001 and ending on April 30, 2004, and delivered to the Agents prior to the Closing Date; and (b) thereafter, the projections most recently received by the Collateral Agent pursuant to Section 5.2(f).

"Lender" and "Lenders" have the meanings specified in the introductory paragraph hereof and shall include the Collateral Agent to the extent of any Agent Advance outstanding and CIT to the extent of any Non-Ratable Loan outstanding; provided that no such Agent Advance or Non-Ratable Loan shall be taken into account in determining any Lender’s Pro Rata Share.

"Letter of Credit" has the meaning specified in Section 1.4(a).

"Letter of Credit Fee" has the meaning specified in Section 2.6.

"Letter of Credit Issuer" means Bank of America or any Affiliate of Bank of America that issues any Letter of Credit pursuant to this Agreement.

"Letter of Credit Subfacility" means $10,000,000.

"Liabilities" means all Debt, obligations and liabilities of any Borrower, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due.

"LIBOR Interest Payment Date" means, with respect to a LIBOR Loan, the Termination Date, the first day of each calendar month while such LIBOR Loan is outstanding, and the last day of each Interest Period applicable to such Loan.

"LIBOR Rate" means, for any Interest Period, with respect to LIBOR Rate Loans, the rate of interest per annum determined pursuant to the following formula:

LIBOR Rate =               Offshore Base Rate            
                                  1.00 - Eurodollar Reserve Percentage

Where,

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"Offshore Base Rate" means a variable rate of interest equal to, at the Collateral Agent’s election (a) the applicable London Interbank Offered Rate for deposits in Dollars quoted to the Collateral Agent by The Chase Manhattan Bank (or any successor thereof), or (b) the rate of interest determined by the Collateral Agent at which deposits in Dollars are offered for the relevant Interest Period based on information presented on Telerate Systems at Page 3750 as of 11:00 A.M. (London time) on the day which is two (2) Business Days prior to the first day of such Interest Period, provided that, if at least two such offered rates appear on the Telerate System at Page 3750 in respect of such Interest Period, the arithmetic mean of all such rates (as determined by the Collateral Agent) will be the rate used;

"Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100^th of 1%) in effect on such day applicable to member banks under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Offshore Rate for each outstanding LIBOR Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

"LIBOR Rate Loans" means, collectively, the LIBOR Revolving Loans and the LIBOR Term Loans.

"LIBOR Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the LIBOR Rate.

"LIBOR Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the LIBOR Rate.

"Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

"Loan Account" means the loan account of the Borrowers, which account shall be maintained by the Collateral Agent.

"Loan Documents" means this Agreement, the Patent and Trademark Agreements, the Intercompany Security Documents Assignment, the Subordination Agreement, the Security Agreement, the Mortgages, the Pledge Agreement, and any other agreements, instruments, anddocuments heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by this Agreement.

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documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by this Agreement.

"Loans" means, collectively, all loans and advances provided for in Article 1.

"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrowers, taken as a whole, or the Collateral; (b) a material impairment of the ability of any Borrower or any Affiliate of a Borrower to perform under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower of any Loan Document to which it is a party.

"Maximum Miller Revolver Amount" means $56,000,000, as adjusted from time to time in accordance with Section 1.2(j).

"Maximum Revolver Amount" means $102,000,000.

"Maximum RoadOne Revolver Amount" means $46,000,000, as adjusted from time to time in accordance with Section 1.2(j).

"Miller Availability" means, at any time (a) the lesser of (i) the Maximum Miller Revolver Amount or (ii) the Miller Borrowing Base, minus (b) Reserves relating solely to the Miller Borrowers and their assets, other than Reserves deducted in the calculation of the Miller Borrowing Base.

"Miller Borrowers" means, collectively, Parent and each of the Subsidiaries of Parent listed on the signature pages to the Agreement as a "Subsidiary Miller Borrower".

"Miller Borrowing Base" means, at any time, an amount equal to:

(a)     up to 80% of the Net Amount of Eligible Miller Accounts, plus

(b)     the lesser of (i) $5,000,000 and (ii) the aggregate Net Amount of all Eligible Secured Accounts, provided that the Net Amount of each Eligible Secured Account will be limited to the lesser of (A) the Net Amount of such Eligible Secured Account and (B) 50% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of the Eligible Independent Distributor Inventory securing such Eligible Secured Account, plus

(c)     the lesser of:

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(i) $80,000,000 minus the amount of the Fleet Vehicle Availability and the Intercompany Inventory Availability; and

(ii) the sum of:

(A) up to 55% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Inventory consisting of raw materials, plus

(B) up to the lesser of (1) 75% of the net amount (calculated at the lower of fair market value and cost, on a first-in, first-out basis) of Eligible Inventory consisting of finished goods, and (ii) up to 75% of the Net Orderly Liquidation Value of Eligible Inventory consisting of finished goods (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Inventory consisting of finished goods as set forth in the most recent quarterly Appraisal to the book value of Eligible Inventory consisting of finished goods as of the effective date of such Appraisal), plus

(d) Intercompany Availability; minus

(e) such Reserves as the Collateral Agent may establish from time to time in good faith.

"Miller Excess Availability" means, at any time (a) the Miller Borrowing Base, minus (b) Reserves applicable to the Miller Borrowers, other than Reserves deducted in the calculation of the Miller Borrowing Base, minus (c) the Aggregate Miller Revolver Outstandings.

"Miller Revolving Credit Facility" means the credit facility for Revolving Loans made available to the Miller Borrowers in accordance with Section 1.2.

"Miller Towing" means Miller Industries Towing Equipment Inc., a Delaware corporation.

"Mortgages" means and includes any and all of the mortgages, deeds of trust, deeds to secure debt, assignments and other instruments executed and delivered by the Borrowers to or for the benefit of the Collateral Agent by which the Collateral Agent, on behalf of the Agents, the Letter of Credit Issuer and the Lenders, acquires a Lien on the owned Real Estate, and all amendments, modifications and supplements thereto.

"Multi-employer Plan" means a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate.

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"Navistar Consignment Agreement" means that certain Consignment and Sales Agreement, dated April 14, 1999, by and among the Navistar International Transportation Corp., Lee Smith, Inc., and Miller Towing.

"Navistar Intercreditor Agreement" means that certain Intercreditor Agreement executed or to be executed by and among the Collateral Agent, the Existing Titled Collateral Agent, the Junior Creditors’ Agent, and Navistar Financial Corporation.

"Net Amount of Eligible Accounts" means, at any time, the gross amount of Eligible Accounts less (a) sales, excise or similar taxes, and less returns, discounts, claims, credits and (b) allowances, accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.

"Net Junior Creditor Proceeds" means all Net Proceeds received by any RoadOne Debtor from any RoadOne Disposition, net of (a) all Net Senior Creditor Proceeds, and (b) all Required Payments.

"Net Orderly Liquidation Value" means the net orderly liquidation value of the finished goods Inventory and Fleet Vehicles, as reflected in the most recent Appraisal received by the Collateral Agent in accordance with Section 7.4(d).

"Net Proceeds" means, in connection with any Asset Disposition, the gross proceeds from such Asset Disposition minus Asset Disposition Expenses.

"Net Senior Creditor Proceeds" means, with respect to any Asset Disposition (a) of owned Real Estate, the amount advanced by the Lenders on the Closing Date pursuant to the Term Loan with respect to such parcel of Real Estate, (b) of Equipment (other than Fleet Vehicles), the amount advanced by the Lenders on the Closing Date pursuant to the Term Loan with respect to such Equipment, (c) of Fleet Vehicles, the amount included in the RoadOne Borrowing Base at the time of such Asset Disposition with respect to such Fleet Vehicles, and (d) of Accounts, the amount included in the RoadOne Borrowing Base at the time of such Asset Disposition with respect to such Accounts.

"Non-Ratable Loan" and "Non-Ratable Loans" have the meanings specified in Section 1.2(h).

"Notice of Borrowing" has the meaning specified in Section 1.2(b).

"Notice of Continuation/Conversion" has the meaning specified in Section 2.2(b).

"Obligations" means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Borrowers to the Agents, the Letter of Credit Issuer and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note or other instrument, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees,

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attorneys’ fees, filing fees and any other sums chargeable to the Borrowers hereunder or under any of the other Loan Documents. "Obligations" includes, without limitation, (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit and (b) all debts, liabilities and obligations now or hereafter arising from or in connection with Bank Products. "Obligations" does not include (i) any Subordinated Debt owing to Bank of America, or (ii) any liabilities or obligations (including vehicle repurchase obligations) owing to Bank of America under separate floorplanning arrangements between Bank of America and one or more of the Borrowers.

"Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

"Participant" means any Person who shall have been granted the right by any Lender to participate in the financing provided by such Lender under this Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

"Patent and Trademark Agreements" means the Conditional Assignment and Patent Security Agreement and the Conditional Assignment and Trademark Security Agreement, each dated as of the date hereof, executed and delivered by the Borrowers to the Collateral Agent to evidence and perfect the Agent’s Liens in the Borrowers’ present and future patents, trademarks, and related licenses and rights.

"Payment Account" means each bank account established pursuant to the Security Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and which is maintained in the name of the Collateral Agent or a Borrower, as the Collateral Agent may determine, on terms acceptable to the Collateral Agent.

"PBGC" means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

"Pending Revolving Loans" means, at any time, the aggregate principal amount of all Revolving Loans requested to be made on such date in any Notice of Borrowing received by the Collateral Agent which have not yet been advanced.

"Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which a Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multi-employer Plan has made contributions at any time during the immediately preceding five (5) plan years.

"Permitted Debt" has the meaning set forth in Section 7.13.

"Permitted Intercompany Liens" means Liens granted by the Designated Subsidiaries to the Miller Borrowers as security for Intercompany Accounts, which Liens will at all times be senior to the Liens in favor of the Junior Creditors’ Agent.

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"Permitted Liens" means:

(a)     Liens for taxes not delinquent or statutory Liens for taxes in an amount not to exceed $250,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established on the Borrowers’ books and records and a stay of enforcement of any such Lien is in effect;

(b)     the Agent’s Liens;

(c)     Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than liens arising under ERISA or Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

(d)     Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $250,000 in the aggregate;

(e)     Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Borrowers’ business;

(f)     Liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material Property is subject to a material risk of loss or forfeiture and a stay of execution pending appeal or proceeding for review is in effect;

(g)     Liens in favor of the Junior Creditors’ Agent, provided such Liens (other than the Junior Creditors’ Agent’s Liens in the "Junior Creditors’ Priority Collateral" described in the Subordination Agreement) are at all times subordinated to the Agent’s Liens in accordance with the terms of the Subordination Agreement;

(h)     the Permitted Intercompany Liens;

(i)     Liens, if any, in effect as of the Closing Date described in Schedule 7.18 securing Debt described in Schedule 7.18;

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(j)     Liens securing Capital Leases and purchase money Debt permitted in Section 7.13(c);

(k)     Liens arising in connection with inventory repurchase obligations permitted under Section 7.13(i), provided such Liens are limited to the inventory and proceeds thereof subject to the financing arrangement contemplated by the applicable Repurchase Agreement;

(l)     Liens arising in connection with floorplan financings in effect on the date hereof or otherwise permitted under Section 7.29, provided such Liens are limited to the inventory and proceeds thereof subject to the applicable Chassis Floorplan Agreement; and

(m)     Liens arising in connection with the Navistar Consignment Agreement with respect to the chassis subject thereto and related collateral, provided that such Liens are subject to the Navistar Intercreditor Agreement.

"Permitted Payment" means (a) regularly scheduled payments of principal, interest (including interest owed to the Junior Creditors for periods from July 1, 2001 through the Closing Date under the existing senior credit facility with the Borrowers) and fees on the dates, in the amounts and at the interest rate set forth in the Junior Credit Agreement as in effect on the date hereof, and (b) principal prepayments in the amount of the Net Junior Creditor Proceeds of any RoadOne Disposition, such principal prepayments to be payable no earlier than the fifth (5^th) Business Day following the consummation of the applicable RoadOne Disposition; provided, that, (i) no payment may be made under clause (a) or (b) above unless, on the date such payment is due and after giving effect to the making of such payment, no Default or Event of Default exists, (ii) no principal prepayment under clause (b) may exceed the amount that would cause Excess Availability, after giving effect to the making of any such principal prepayment, to be less than the Availability Requirement, and (iii) with respect to any regularly scheduled principal payment, (A) no such regularly scheduled principal payment may be made until the fifth (5^th) Business Day following the receipt by the Collateral Agent and the Lenders of the Initial Financial Statements (as defined below); thereafter, no such principal payment may be made until the fifth (5^th) Business Day following the receipt by the Collateral Agent and the Lenders of the latest monthly or quarterly (as applicable) Financial Statements of the Borrowers then due under Section 5.2(b), and (B) such regularly scheduled principal payment may not exceed the lesser of (1) the amount that would cause the Fixed Charge Coverage Ratio, calculated for the Borrowers’ twelve fiscal month period most recently ended (or, in the case of the first regularly scheduled principal payment, for the fiscal period from May 1, 2001 through the end of the below-defined Stub Period and for the twelve (12) month fiscal

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period ending as of the end of the Stub Period), to be less than 1.15 to 1 after giving effect to such payment, (2) the amount that would cause Excess Availability to be less than the Availability Requirement after giving effect to such payment, and (3) $875,000 plus the amount of previously scheduled regular principal payments that were not made as a result of the restrictions set forth above in clauses (1) and/or (2). As used herein, "Initial Financial Statements" means Borrowers’ audited Financial Statements for the fiscal period from May 1, 2001 through December 31, 2001 or January 31, 2002 (the "Stub Period"), as elected by Borrowers (provided that, if Borrowers have changed their fiscal year end to December 31 or January 31, the Stub Period shall end as of such fiscal year end), together with Borrowers’ unaudited monthly Financial Statements for each other month in the twelve (12) month fiscal period ending as of the end of the Stub Period. In the event that the Borrowers are not permitted to make a principal prepayment of all or part of the Net Junior Creditor Proceeds from a RoadOne Disposition as a result of clause (ii) above, the Borrowers shall be permitted to make the unpaid portion of such prepayment on the date the next regularly scheduled principal payment is due to the extent that, after making such principal prepayment and the regularly scheduled principal payment due on such date, Excess Availability is equal to or greater than the Availability Requirement and the Fixed Charge Coverage Ratio is equal to or greater than 1.15 to 1 for the fiscal period(s) set forth above under clause (B).

"Permitted Refinancing" means any refinancing of all Liabilities under the Subordinated Debt as long as (a) no Default or Event of Default exists at the time of such refinancing, and (b) such refinancing is consummated exclusively from the proceeds of the incurrence or issuance of Permitted Refinancing Debt or Permitted Refinancing Stock.

"Permitted Refinancing Debt" means Debt that (a) is subordinated to the Obligations on terms no less favorable in any respect to the Collateral Agent and the Required Lenders than the terms set forth in the Subordination Agreement and otherwise on terms acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, (b) is not secured by any Lien except for Liens in the assets of the Borrowers securing the Subordinated Debt, all of which Liens shall be subordinated to the Agent’s Liens on terms no less favorable in any respect to the Collateral Agent and the Required Lenders than the terms set forth in the Subordination Agreement and otherwise on terms acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, (c) is in a principal amount of no more than the outstanding principal balance of the Subordinated Debt at the time of such Permitted Refinancing, plus all accrued interest and fees thereon, plus such closing fees and expenses with respect to the new subordinated Debt as may be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, and (d) is otherwise acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, it being understood that all proceedings, terms, conditions and provisions applicable to such new subordinated Debt (including the maturity thereof, the interest rate thereon, all fees payable thereunder, and the covenants and defaults applicable thereto) must be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment.

"Permitted Refinancing Stock" means preferred equity securities issued by Parent that (a) do not provide for any regularly scheduled or mandatory payments (whether in the form of cash dividends or redemption payments) prior to the Stated Termination Date, (b) is not secured by any Lien, (c) is in a principal amount of no more than the outstanding principal balance of the Subordinated Debt at the time of such Permitted Refinancing, plus all accrued interest and fees thereon, plus such closing fees and expenses with respect to the closing of the equity securities issuance as may be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, and (d) is otherwise acceptable to the Collateral Agent and the Required Lenders in their good faith judgment, it being understood that all proceedings, terms, conditions and provisions applicable to such equity securities (including all payment rights thereunder, all fees payable thereunder, and any covenants and defaults applicable thereto) must be acceptable to the Collateral Agent and the Required Lenders in their good faith judgment.

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"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

"Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) which a Borrower sponsors or maintains or to which a Borrower makes, is making, or is obligated to make contributions and includes any Pension Plan.

"Pledge Agreement" means, collectively, each pledge agreement pursuant to which a Borrower pledges to the Collateral Agent its interest in the equity interests of its Subsidiaries.

"Profiles Company" means Profiles International Inc.

"Profiles Company Agreement" means the letter agreement dated on or about the Closing Date between the Collateral Agent and the Profiles Company with respect to certain matters relating to the Profiles Company’s collection of Accounts on behalf of the Borrowers.

"Proprietary Rights" means, as to any Borrower, all of such Borrower’s now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, including those patents, trademarks, service marks, trade names and copyrights of such Borrower set forth on Schedule 6.12 hereto, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

"Pro Rata Share" means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Commitment and the denominator of which is the sum of the amounts of all of the Lenders’ Commitments, or if no Commitments are outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of Obligations owed to such Lender and the denominator of which is the aggregate amount of the Obligations owed to the Lenders, in each case giving effect to a Lender’s participation in Non-Ratable Loans and Agent Advances.

"Real Estate" means, as to any Borrower, all of such Borrower’s now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Borrower’s now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto.

"Release" means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

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"Reportable Event" means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

"Repurchase Agreement" means any agreement pursuant to which any Borrower agrees to (a) purchase or repurchase sold or leased Inventory from any Independent Distributor or other Person, or (b) otherwise indemnify or make whole any Independent Distributor or other Person with respect to any loss arising out of the purchase or financing of Inventory sold or leased by a Borrower.

"Required Lenders" means at any time Lenders whose Pro Rata Shares aggregate more than 50%.

"Required Payments" means, in the case of any RoadOne Borrower subject to an Asset Disposition, collectively, (a) the aggregate amount of all outstanding loans and advances made by any Miller Borrower to any RoadOne Borrower on or after the Closing Date, together with all interest thereon, (b) the aggregate amount of all payables owing by such RoadOne Borrower to other Borrowers with respect to the purchase of Inventory or Fleet Vehicles, (c) all outstanding Debt (other than the Obligations and Subordinated Debt) and other outstanding Liabilities of such RoadOne Borrower to Persons other than Borrowers, other than, in the case of any Asset Disposition involving less than all of the assets of a RoadOne Borrower, (i) Debt and Liabilities specifically relating to assets of such RoadOne Borrower that are not included in such Asset Disposition, and (ii) a portion of all other Debt and Liabilities of such RoadOne Borrower corresponding to the percentage of the assets of such RoadOne Borrower that are not included in such Asset Disposition in relation to all of the assets of such RoadOne Borrower, in each case as determined by the Borrowers and Collateral Agent in good faith, and (d) the payment of the Obligations in accordance with Section 3.8 in an aggregate amount of all Guaranties issued by Parent in accordance with Section 7.13(h) in connection with such Asset Disposition.

"Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

"Reserves" means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Miller Availability, RoadOne Availability, Eligible Accounts, Eligible Fleet Vehicles, Eligible Independent Distributor Inventory, Eligible Inventory or Eligible Secured Accounts, established by the Collateral Agent from time to time in the Collateral Agent’s reasonable credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Collateral Agent’s credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations, (c) reserves for three (3) months’ rent at leased locations subject to statutory or contractual landlord Liens to the extent such Liens have not been subordinated to the Obligations on terms satisfactory to the Collateral Agent, provided that no such reserve shall apply with respect to leased locations of any RoadOne Borrower until January 1, 2002, (d) Inventory shrinkage, (e) Environmental Compliance Reserves, (f) customs charges, (g) dilution, (h) warehousemen’s or bailees’ charges, (i) a reserve for amounts payable by the Borrowers for chassis with all or a portion of wrecker bodies attached that are included in Eligible Inventory and Eligible Designated Subsidiary Inventory, to the extent of all unpaid amounts owing by the Borrowers with respect to such chassis, and (j) a reserve for Eligible Accounts arising from the sale of chassis with wrecker bodies attached, to the extent of all unpaid amounts owing by the Borrowers with respect to such chassis.

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"Responsible Officer" means the chief executive officer or the president of Parent, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants and the preparation of the Borrowing Base Certificate, the chief financial officer or the treasurer of Parent, or any other officer having substantially the same authority and responsibility.

"Restricted Investment" means, as to the Borrowers, any acquisition of property by the Borrowers in exchange for cash or other property, whether in the form of an acquisition of stock, debt, or other indebtedness or obligation, or the purchase or acquisition of any other property, or a loan, advance, capital contribution, or subscription, except the following: (a) acquisitions of Equipment to be used in the business of the Borrowers so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder; (b) acquisitions of Inventory in the ordinary course of business of the Borrowers; (c) Accounts arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with Accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss, provided that the Borrowers shall comply with all provisions of the Security Agreement with respect to the perfection of the Agent’s Lien therein; (d) loans, advances and other investments, including joint ventures, existing as of the date hereof and set forth in Schedule 6.9 or 7.10; (e) intercompany loans from any Miller Borrower to another Miller Borrower, and intercompany loans from any RoadOne Borrower to another RoadOne Borrower; (f) intercompany loans from the Miller Borrowers to the RoadOne Borrowers made on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time, provided that all such intercompany loans shall be paid in full and no longer available for borrowing on and after the Transition Date; (g) intercompany loans from the RoadOne Borrowers to the Miller Borrowers made on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time; (h) intercompany loans from the Borrowers to Subsidiaries incorporated or organized under the laws of a jurisdiction other than a state of the United States of America in an aggregate amount outstanding not to exceed $100,000 at any time; (i) loans and advances to employees in the ordinary course of business in an aggregate amount outstanding not to exceed $200,000 at any time; (j) direct obligations of the United States of America, or any agency thereof, or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof; (k) acquisitions of certificates of deposit maturing within one year from the date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each case issued by, created by, or with a bank or trust company organized under the laws of the United States of America or any state thereof having capital and surplus aggregating at least $100,000,000; (l) acquisitions of commercial paper given a rating of "A2" or better by Standard & Poor’s Corporation or "P2" or better by Moody’s Investors Service, Inc. and maturing not more than ninety (90) days from the date of creation thereof; and (m) Hedge Agreements.

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"Revolving Loans" has the meaning specified in Section 1.2 and includes each Agent Advance and Non-Ratable Loan.

"RoadOne Availability" means, at any time (a) the lesser of (i) the Maximum RoadOne Revolver Amount or (ii) the RoadOne Borrowing Base, minus (b) Reserves relating solely to the RoadOne Borrowers and their assets, other than Reserves deducted in the calculation of the RoadOne Borrowing Base.

"RoadOne Borrowers" means, collectively, each of the Subsidiaries of Parent listed on the signature pages to the Agreement as a "Subsidiary RoadOne Borrower".

"RoadOne Borrowing Base" means, at any time, an amount equal to:

(a)     up to 60% of the Net Amount of Eligible RoadOne Accounts, plus

(b)     the lesser of:

(i)     $80,000,000 minus the amount of the Inventory Availability and the Intercompany Inventory Availability; and

(ii)     up to 80% of the Net Orderly Liquidation Value of Eligible Fleet Vehicles (which shall be determined between Appraisal dates by reference to the ratio of the Net Orderly Liquidation Value of Eligible Fleet Vehicles as set forth in the most recent quarterly Appraisal to the book value of Eligible Fleet Vehicles as of the effective date of such Appraisal), minus

(c)     such Reserves as the Collateral Agent may establish from time to time in good faith.

"RoadOne Disposition" means any Asset Disposition (other than in connection with an Event of Default described in Section 9.1(e), (f), (g) or (h)) that is permitted under and consummated in accordance with Section 7.9(g).

"RoadOne Excess Availability" means, at any time (a) the RoadOne Borrowing Base, minus (b) Reserves applicable to the RoadOne Borrowers, other than Reserves deducted in the calculation of the RoadOne Borrowing Base, minus (c) the Aggregate RoadOne Revolver Outstandings.

"RoadOne Revolving Credit Facility" means the credit facility for Revolving Loans made available to the RoadOne Borrowers in accordance with Section 1.2.

"Security Agreement" means the Security Agreement of even date herewith among the Borrowers and the Collateral Agent for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders.

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"Settlement" and "Settlement Date" have the meanings specified in Section 12.15(a)(ii).

"Solvent" means, when used with respect to any Borrower, that at the time of determination:

(a)     the assets of such Borrower, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities); and

(b)     the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

(c)     it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

(d)     it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

For purposes of determining whether a Borrower is Solvent, (i) the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, and (ii) the provisions of Section 3.15 shall be taken into account.

"Stated Termination Date" means July 23, 2005.

"Subordinated Debt" means all Liabilities owing by any Borrower to any of the Junior Creditors or the Junior Creditors’ Agent from time to time pursuant to the Junior Credit Agreement and the other documents, agreements and instruments executed in connection therewith (including, without limitation, all principal, interest, fees, Liabilities relating to or arising out of any warrants or other any equity interests in any Borrower, Liabilities arising out of any guarantees, and all indemnities, costs, and expenses).

"Subordination Agreement" means the Subordination Agreement, dated as of the date of the Agreement, among the Collateral Agent, the Junior Creditors’ Agent and the Junior Creditors, pursuant to which the Junior Creditors’ Agent and the Junior Creditors subordinate (a) all Subordinated Debt to the Obligations and (b) all Liens securing such Debt to the Agent’s Liens.

"Subsidiary" of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of Parent.

"Supporting Obligations" means all supporting obligations as such term is defined in the UCC.

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"Syndication Agent" means Bank of America, solely in its capacity as syndication agent.

"Taxes" means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agents, such taxes (including income taxes or franchise taxes) as are imposed on or measured by any Agent’s or Lender’s net income in any jurisdiction (whether federal, state or local and including any political subdivision thereof) under the laws of which such Agent or Lender, as the case may be, is organized or maintains a lending office.

"Term Loan" and "Term Loans" have the meanings specified in Section 1.3(a).

"Termination Date" means the earliest to occur of (a) the Stated Termination Date, (b) the date the Total Facility is terminated either by the Borrowers pursuant to Section 3.2 or by the Required Lenders pursuant to Section 9.2, and (c) the date this Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of this Agreement.

"Transition Date" means the date on which all of the following requirements are satisfied: (a) the consummation of the Asset Disposition of the assets and/or stock of the RoadOne Borrowers on substantially the terms set forth in the March 2001 Confidential Memorandum prepared by Wachovia Securities, Inc., (b) all Revolving Loans and other Obligations under or with respect to the RoadOne Revolving Credit Facility shall have been paid in full in immediately available funds, and all Commitments of the Lenders with respect to the RoadOne Revolving Credit Facility shall have terminated, (c) the amount of the Term Loan made to the Borrowers with respect to the Fixed Assets of RoadOne shall have been paid in full in immediately available funds, and (d) all intercompany loans and advances made by the Miller Borrowers to the RoadOne Borrowers in accordance with clause (f) of the definition of "Restricted Investment" shall have been paid in full in immediately available funds.

"Total Facility" has the meaning specified in Section 1.1.

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of Georgia or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

"Unfunded Pension Liability" means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"Unused Letter of Credit Subfacility" means an amount equal to $10,000,000 minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.

"Unused Line Fee" has the meaning specified in Section 2.5.

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Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

Interpretive Provisions.     (a)     The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)     The words "hereof," "herein," "hereunder" and similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

(c)     (i)     The term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

(ii)     The term "including" is not limiting and means "including without limitation."

(iii)     In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including."

(iv) The word "or" is not exclusive.

(d)     Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(e)     The captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement.

(f)     The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

(g)     For purposes of Section 9.1, a breach of a financial covenant contained in Sections 7.22 through 7.25 shall be deemed to have occurred as of any date of determination thereof by the Collateral Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements reflecting such breach are delivered to the Collateral Agent.

(h)     The Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agents, the Borrowers and the

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other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agents merely because of the Agents’ or Lenders’ involvement in their preparation.

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EXHIBIT A

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT B

NOTICE OF BORROWING

Date: ______________, 200_

To: The CIT Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are parties to the Credit Agreement dated as of July __, 2001 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among Miller Industries, Inc. and certain of its Subsidiaries, certain Lenders which are parties thereto, the Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer

Ladies and Gentlemen:

The undersigned, ___________________________ (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably of the Borrowing specified below:

1. The Business Day of the proposed Borrowing is                        , 200  .
   

2. The aggregate amount of the proposed Borrowing is $                     .
   

3. The Borrowing is to be comprised of $           of Base Rate and $             of LIBOR Rate Loans.
   

4. The duration of the Interest Period for the LIBOR Rate Loans, if any, included in the Borrowing shall be _____ months. The proposed Borrowing will constitute a Borrowing by a [Miller Borrowers] [RoadOne Borrowers].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a)     The representations and warranties of the Borrowers contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date;

(b)     No Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing; and

(c)     The proposed Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all outstanding Letters of Credit], to exceed the [Miller] [RoadOne] Borrowing Base, the combined commitments of the Lenders, or any other restriction set forth in the Credit Agreement.

[NAME OF BORROWER]

By:__________________________

Title:_________________________

EXHIBIT C

FINANCIAL STATEMENTS

[Pro Forma Financial Statements]

[Projections]

EXHIBIT D

NOTICE OF CONTINUATION/CONVERSION

Date:                 , 200_

To:  The CIT Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are parties to the Credit Agreement dated as of July __, 2001 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among Miller Industries, Inc. and certain of its Subsidiaries, certain Lenders which are parties thereto, the Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer

Ladies and Gentlemen:

The undersigned, ___________________________ (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably of the [conversion] [continuation] of the Loans specified herein, that:

1. The Continuation/Conversion Date is             , 200 .
   

2. The aggregate amount of the Loans to be [converted] [continued] is $_____________.
   

3.  The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate] Loans.
   

4. The duration of the Interest Period for the LIBOR Rate Loans included in the [conversion] [continuation] shall be _____ months.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Continuation/Conversion Date, before and after giving effect thereto and to the application of the proceeds therefrom:

(a)     The representations and warranties of the Borrowers contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date;

(b)     Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation]; and

(c)     The proposed [conversion] [continuation] will not cause the aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all outstanding Letters of Credit] to exceed the [Miller] [RoadOne] Borrowing Base, the combined Commitments of the Lenders, or any other restriction set forth in the Credit Agreement.

[NAME OF BORROWER]

By:__________________________

Title:_________________________

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EXHIBIT E

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance") dated as of ____________________, 200_ is made between ______________________________ (the "Assignor") and __________________________ (the "Assignee").

RECITALS

WHEREAS, the Assignor is party to that certain Credit Agreement dated as of July __, 2001 (as amended, amended and restated, modified, supplemented or renewed, the "Credit Agreement") among Miller Industries, Inc. and its Subsidiaries corporation (the "Borrowers"), the several financial institutions from time to time party thereto (including the Assignor, the "Lenders"), The CIT Group/Business Credit, Inc., as collateral agent for the Lenders (the "Collateral Agent"), and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer. Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement;

WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans (the "Committed Loans") to the Borrowers in an aggregate amount not to exceed $__________ (the "Commitment");

WHEREAS, the Assignor has made Committed Loans in the aggregate principal amount of $__________ to the Borrowers;

WHEREAS, [the Assignor has acquired a participation in its pro rata share of the Lenders’ liabilities under Letters of Credit in an aggregate principal amount of $____________ (the "L/C Obligations")] [no Letters of Credit are outstanding under the Credit Agreement]; and

WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its Commitment, together with a corresponding portion of each of its outstanding Committed Loans and L/C Obligations, in an amount equal to $__________ (the "Assigned Amount") on the terms and subject to the conditions set forth herein, and the Assignee wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1.     Assignment and Acceptance.

(a)     Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) __% (the "Assignee’s Percentage Share") of (A) the Commitment, the Committed Loans and the L/C Obligations of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents.

(b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 3.9, 4.1, 4.3 and 13.11 of the Credit Agreement to the extent such rights relate to the time prior to the Effective Date.

(c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $__________.

(d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $__________.

2.     Payments.

(a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an amount equal to $__________, representing the Assignee’s Pro Rata Share of the principal amount of all Committed Loans.

(b) The Assignee further agrees to pay to the Collateral Agent a processing fee in the amount specified in Section 11.2(a) of the Credit Agreement.

3.     Reallocation of Payments.

Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, and Committed Loans and L/C Obligations shall be for the account of the Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees that it will hold in trust for the other

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party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt.

4.     Independent Credit Decision.

The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of the Borrowers, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without reliance upon the Assignor, any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement.

5.     Effective Date; Notices.

(a)     As between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be __________, 200_ (the "Effective Date"); provided that the following conditions precedent have been satisfied on or before the Effective Date:

(i) this Assignment and Acceptance shall be executed and delivered by the Assignor and the Assignee;

[(ii) the consent of the Collateral Agent and, unless an Event of Default exists, Parent, required for an effective assignment of the Assigned Amount by the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date;]

(iii) the Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance;

[(iv) the Assignee shall have complied with Section 11.2 of the Credit Agreement (if applicable);]

(v) the processing fee referred to in Section 2(b) hereof and in Section 11.2(a) of the Credit Agreement shall have been paid to the Collateral Agent; and

(b)     Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Borrowers’ Agent and the Collateral Agent for acknowledgment by the Collateral Agent, a Notice of Assignment in the form attached hereto as Schedule 1.

6.     [Collateral Agent. [INCLUDE ONLY IF ASSIGNOR IS COLLATERAL AGENT]

(a)     The Assignee hereby appoints and authorizes the Assignor to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Collateral Agent by the Lenders pursuant to the terms of the Credit Agreement.

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(b)     The Assignee shall assume no duties or obligations held by the Assignor in its capacity as Collateral Agent under the Credit Agreement.]

7.      Withholding Tax.

The Assignee (a) represents and warrants to the Lender, the Collateral Agent and the Borrowers that under applicable law and treaties no tax will be required to be withheld by the Lender with respect to any payments to be made to the Assignee hereunder, (b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United States or any State thereof) to the Collateral Agent and the Borrowers prior to the time that the Collateral Agent or Borrowers are required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) and agrees to provide new Forms W-8ECI or W-8BEN upon the expiration of any previously delivered form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

8.      Representations and Warranties.

(a)     The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.

(b)     The Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the performance or observance by any Borrower, of any of its respective

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obligations under the Credit Agreement or any other instrument or document furnished in connection therewith.

(c)     The Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles; and (iv) it is an Eligible Assignee.

9.     Further Assurances.

The Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to the Borrowers or the Collateral Agent, which may be required in connection with the assignment and assumption contemplated hereby.

10.     Miscellaneous.

(a)     Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof.

(b)     All payments made hereunder shall be made without any set-off or counterclaim.

(c)     The Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Assignment and Acceptance.

(d)     This Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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(e)     THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE GEORGIA. The Assignor and the Assignee each irrevocably submits to the non-exclusive jurisdiction of any State court sitting in the State of Georgia or any Federal court sitting in the Northern District of Georgia over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

(f)     THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written.

 

[ASSIGNOR]

By:_________________________________
Title:________________________________
Address:_____________________________

[ASSIGNEE]

By:_________________________________
Title:________________________________
Address:_____________________________

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SCHEDULE 1

to
ASSIGNMENT AND ACCEPTANCE

NOTICE OF ASSIGNMENT AND ACCEPTANCE

_______________, 200_

The CIT Group/Business Credit, Inc.
1200 Ashwood Parkway, Suite 150
Atlanta, Georgia 30338
Attn.:_______________________

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, TN 37363

Attn.:_______________________

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of July __, 2001 (as amended, amended and restated, modified, supplemented or renewed from time to time the "Credit Agreement") among Miller Industries, Inc. and its Subsidiaries (the "Borrowers"), the Lenders from time to time party thereto, The CIT Group/Business Credit, Inc., as Collateral Agent, and Bank of America, N.A., as Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer. Terms defined in the Credit Agreement are used herein as therein defined.

1.          We hereby give you notice of, and request your consent to, the assignment by __________________ (the "Assignor") to _______________ (the "Assignee") of _____% of the right, title and interest of the Assignor in and to the Credit Agreement (including the right, title and interest of the Assignor in and to the Commitments of the Assignor, all outstanding Loans made by the Assignor and the Assignor’s participation in the Letters of Credit pursuant to the Assignment and Acceptance Agreement attached hereto (the "Assignment and Acceptance"). We understand and agree that the Assignor’s Commitment, as of              , 200 , is $ ___________, the aggregate amount of its outstanding Loans is $_____________, and its participation in L/C Obligations is $_____________.

2.          The Assignee agrees that, upon receiving the consent of the Collateral Agent to such assignment, the Assignee will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest in the Credit Agreement.

3.          The following administrative details apply to the Assignee:

(A)	Notice Address:
	Assignee name:________________________
	Address:	___________________________
		___________________________
		___________________________
	Attention:  __________________________ Telephone:   (___) _____________________ Telecopier:  (___) _____________________ Telex (Answerback):  ___________________
(B)	Payment Instructions:
	Account No.:____________________________                 At:   ____________________________                         ____________________________                        _____________________________   Reference:   _____________________________ Attention:   _________________________

4.     You are entitled to rely upon the representations, warranties and covenants of each of the Assignor and Assignee contained in the Assignment and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned.

Very truly yours,

[NAME OF ASSIGNOR]

By:_________________________________

Title:________________________________

 

[NAME OF ASSIGNEE]

By:_________________________________

Title:________________________________

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ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

The CIT Group/Business Credit, Inc.,
as Collateral Agent

By:_________________________________
Title:________________________________

[Miller Industries, Inc.

By:_________________________________
Title:_______________________________]

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EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

EX-10.61

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of July 23, 2001, between Miller Industries, Inc., a Tennessee corporation ("Parent"), and each of its Subsidiaries listed on the signature pages hereto as a "Grantor" (Parent and such Subsidiaries, collectively, the "Grantors", and individually, a "Grantor"), THE CIT Group/Business Credit, Inc., in its capacity as the Collateral Agent for the Lenders, and BANK OF AMERICA, N.A., as Existing Titled Collateral Agent for the Lenders.

W I T N E S S E T H :

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among the Grantors, the Collateral Agent, the Existing Titled Collateral Agent, Bank of America, N.A., as Administrative Agent, Syndication Agent and Letter of Credit Issuer, and the Lenders (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Credit Agreement"), the Lenders have agreed to make the Loans and cause the issuance of the Letters of Credit on behalf of the Grantors;

WHEREAS, in order to induce the Agents, the Letter of Credit Issuer and the Lenders to enter into the Credit Agreement and the other Loan Documents and to induce the Lenders to make the Loans and cause the issuance of the Letters of Credit as provided for in the Credit Agreement, the Grantors have agreed to grant a continuing Lien on the Collateral (as hereinafter defined) to secure the Obligations;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.        DEFINED TERMS. The following terms shall have the following respective meanings:

"Accounts" means all of each Grantor’s now owned or hereafter acquired or arising accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Chattel Paper" means all of each Grantor’s now owned or hereafter acquired chattel paper, as defined in the UCC, including electronic chattel paper.

"Contracts" means all contracts and agreements to which any Grantor is a party or beneficiary of, including the Intercompany Security Documents and the Independent Distributor Security Documents.

"Documents" means all documents, as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Grantor.

"Equipment" means all of each Grantor’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, vehicles with respect to which a certificate of title has been issued (including all such property consisting of Titled Collateral), tow trucks, wreckers, wrecker bodies and other fleet vehicles, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by any Grantor and all of each Grantor’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase), together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

"Existing Certificates of Title" means each certificate of title or other comparable instrument with respect to wreckers, vehicles and other Collateral owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’ Agent (or Bank of America) as the lienholder thereon.

"Existing Titled Collateral" means all wreckers, vehicles and other Collateral for which an Existing Certificate of Title has been issued as of the Closing Date.

"General Intangibles" means all of each Grantor’s now owned or hereafter acquired general intangibles, choses in action and causes of action and all other intangible personal property of each Grantor of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to any Grantor in connection with the termination of any employee benefit plan or any rights thereto and any other amounts payable to any Grantor from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which any Grantor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property, and any letter of credit, guarantee, claim, security interest or other security held by or granted to any or for the benefit of any Grantor (including all rights under the Intercompany Security Documents and the Independent Distributor Security Documents).

"Independent Distributor Security Documents" means all distributor agreements, security agreements, financing statements, guarantees and other documents, instruments and agreements executed or delivered in connection with any and all Accounts and other obligations owing to any Grantor by any of such Grantor’s Independent Distributors.

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"Instruments" means all instruments, as such term is defined in the UCC, now owned or hereafter acquired by any Grantor.

"Inventory" means all of each Grantor’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, including all tow trucks, wreckers and wrecker bodies (including all such property consisting of Titled Collateral), all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in any Grantor’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

"Investment Property" means all of each Grantor’s right title and interest in and to any and all of the following, whether now owned or hereafter arising or acquired: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"Payment Account" means each bank account established pursuant to this Security Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and which is maintained in the name of the Collateral Agent or any Grantor, as the Collateral Agent may determine, on terms acceptable to the Collateral Agent.

"Proprietary Rights" means all of any Grantor’s now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

"Restricted Account" means bank account number 0037-8291-1498, maintained with Bank of America by Parent and titled Escrow Licensing (Restricted).

"Supporting Obligations" means all supporting obligations as such term is defined in the UCC.

"Titled Collateral" means all now existing or hereafter arising Collateral that is (a) covered by a certificate of title or other comparable instrument issued under a statute of a state under the law of which indication of a security interest on such certificate or instrument is required as a condition of perfection, and (b) not subject to a purchase money Lien in favor of another creditor which is permitted under clause (j) of the definition of "Permitted Liens" in the Credit Agreement, and in any event Titled Collateral shall include all Existing Titled Collateral.

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of Georgia or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

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All other capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement or in Annex A thereto. All other undefined terms contained in this Security Agreement, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein.

2.       GRANT OF LIENS.

(a)     As security for all Obligations, the Grantors hereby grant to the Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the following property and assets of the Grantors, whether now owned or existing or hereafter acquired or arising, regardless of where located:

(i)       all Accounts;

(ii)       all Inventory;

(iii)      all contract rights;

(iv)      all Chattel Paper;

(v)       all Documents;

(vi)      all Instruments;

(vii)     all Supporting Obligations;

(viii)    all General Intangibles;

(ix)      all Equipment;

(x)       all Investment Property;

(xi)     all money, cash, cash equivalents, securities and other property of any kind of each Grantor held directly or indirectly by the Collateral Agent or any Lender;

(xii)    all of each Grantor’s deposit accounts, credits, and balances with and other claims against the Collateral Agent or any Lender or any of their Affiliates or any other financial institution with which any Grantor maintains deposits, including any Payment Accounts;

(xiii)   all of the Grantors’ commercial tort claims;

(xiv)   all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and General Intangibles at any time evidencing or relating to any of the foregoing; and

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(xv)    all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing.

All of the foregoing, together with the Real Estate covered by the Mortgages, all equity interests in Subsidiaries pledged to the Collateral Agent, and all other property of the Grantors in which the Collateral Agent or any Lender may at any time be granted a Lien as collateral for the Obligations, is herein collectively referred to as the "Collateral"; provided, that, notwithstanding anything herein to the contrary, the Collateral shall not include (A) any personal property that is leased by any Grantor or any rights of such Grantor under such lease (other than such Grantor’s rights to payment under such lease constituting Accounts or General Intangibles for money due or to become due) if and for so long as the grant of a security interest by such Grantor in such personal property or lease violates the terms of such Grantor's lease of such personal property; provided that the Grantor shall be deemed to have granted a security interest in such leased personal property, and such personal property shall be included in the Collateral, at such time that such grant no longer violates such lease; (B) any Proprietary Rights that a Grantor has an interest in pursuant to a license, permit, agreement or instrument with a third-party if and for so long as the grant of a security interest by such Grantor in such Proprietary Rights violates the terms of such Grantor's license, permit, agreement or instrument with such third-party; provided that the Grantor shall be deemed to have granted a security interest in such Proprietary Rights, and such Proprietary Rights shall be included in the Collateral, at such time that such grant no longer violates such license, permit, instrument or agreement; or (C) the Restricted Account; provided that the Collateral shall include each Grantor’s right to receive proceeds and payments from the Restricted Account.

(b)       As security for all Obligations, the Grantors hereby grant to the Existing Titled Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a continuing security interest in, lien on, assignment of and right of set-off against, all of the Existing Titled Collateral, the Existing Certificates of Title, and all proceeds thereof (including insurance proceeds).

(c)       All of the Obligations shall be secured by all of the Collateral, including all of the Existing Titled Collateral.

3.        PERFECTION AND PROTECTION OF SECURITY INTEREST.

(a)       The Grantors shall, at their expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgages, Patent and Trademark Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering to the Collateral Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Agent’s Liens therein, duly pledged, endorsed or assigned to the Collateral Agent without restriction;

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(iii) delivering to the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and delivering to the Collateral Agent or its representative certificates of title covering any portion of the Titled Collateral, together with duly executed applications for the notation of the Agent’s Liens on such certificates of title; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) placing notations on the Grantors’ books of account to disclose the Agent’s Liens; (vi) obtaining control agreements in form and substance acceptable to the Collateral Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Collateral Agent control of all electronic Chattel Paper in such manner as the Collateral Agent may require; (vii) assigning and delivering to the Collateral Agent all Supporting Obligations, including letters of credit on which any Grantor is named beneficiary, with the written consent of the issuer thereof; and (viii) taking such other steps as are deemed necessary or desirable by the Collateral Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Collateral Agent may file, without any Grantor’s signature, one or more financing statements disclosing the Agent’s Liens. The Grantors agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

(b)       If any Collateral is at any time in the possession or control of any warehouseman, bailee, consignee or any of the Grantors’ agents or processors, then the Grantors shall (i) notify the Collateral Agent thereof and shall use reasonable efforts to obtain a bailee, consignee or similar letter acknowledged by such Person that notifies such Person of the Agent’s Liens in such Collateral and instructs such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions, and (ii) deliver to the Collateral Agent such UCC financing statements as the Collateral Agent may reasonably request naming such Person as debtor. If at any time any Collateral is located in any operating facility of a Grantor that is leased by such Grantor, then such Grantor shall use reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, that waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral, provided that the provisions of this sentence shall not apply to Collateral of the RoadOne Borrowers until January 1, 2002.

(c)       From time to time the Grantors shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the ratable benefit of the Agents, the Letter of Credit Issuer and the Lenders, the Collateral, but the Grantors’ failure to do so shall not affect or limit the Agent’s Liens or any other rights of the Collateral Agent or any Lender in and to the Collateral with respect to the Grantors. So long as the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

(d)       The Grantors (i) represent and warrant to the Collateral Agent and the Lenders that the Grantors do not have any commercial tort claims (as defined in Revised

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Article 9 of the UCC) as of the date hereof, and (ii) agree to promptly notify the Collateral Agent in writing of any hereafter arising commercial tort claims in which any Grantor is a plaintiff and is seeking damages in excess of $250,000 (or, if a specific amount of damages are not pled, which could reasonably be expected to exceed $250,000) and, in connection therewith, shall promptly execute and deliver to the Collateral Agent a confirmation of the Lien granted hereunder in such claims and such UCC financing and amendment statements as the Collateral Agent may reasonably request in order to perfect the Agent’s Liens therein.

4.        LOCATION OF COLLATERAL.      The Grantors represent and warrant to the Collateral Agent and the Lenders that: (a) Schedule I (as updated from time to time by delivery by the Grantors to the Collateral Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at least thirty (30) days prior to any change in such schedule) is a correct and complete list of each Grantor’s chief executive office, the location of its books and records, the locations of the Collateral, and the locations of all of its other places of business; and (b) Schedule I (as updated from time to time by delivery by the Grantors to the Collateral Agent of a written supplemental schedule with respect thereto, such written supplemental schedule to be provided at least thirty (30) days prior to any change in such schedule) correctly identifies any of such facilities and locations that are not owned by the Grantors and sets forth the names of the owners and lessors or sublessors of such facilities and locations. The Grantors covenant and agree that they will not (i) maintain any Collateral at any location other than those locations listed for the Grantors on Schedule I, (ii) otherwise change or add to any of such locations, or (iii) change the location of their chief executive office from the location identified in Schedule I, or the jurisdiction of any Grantor’s jurisdiction of incorporation or organization from the jurisdiction identified in Schedule II, unless they give the Collateral Agent at least thirty (30) days’ prior written notice thereof and execute any and all financing statements and other documents that the Collateral Agent reasonably requests in connection therewith. Without limiting the foregoing, each Grantor represents that all of its Inventory (other than Inventory in transit) is, and covenants that all of its Inventory will be, located either (x) on premises owned by such Grantor, (y) on premises leased by such Grantor, or (z) in a warehouse or with a bailee or consignee.

5.        JURISDICTION OF ORGANIZATION.   Each Grantor represents and warrants to the Collateral Agent and the Lenders, and agrees with the Collateral Agent and the Lenders, that Schedule II hereto identifies the jurisdiction in which such Grantor is incorporated or organized and the identification number, if any, provided by such jurisdiction of incorporation or organization.

6.        TITLE TO, LIENS ON, AND SALE AND USE OF COLLAGERAL.   The Grantors represent and warrant to the Collateral Agent and the Lenders and agree with the Collateral Agent and the Lenders that: (a) all of the Collateral is and will continue to be owned by the Grantors free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent’s Liens in the Collateral will not be subject to any prior Lien except for those Liens identified in clauses (a), (c), (d) and (e) of the definition of Permitted Liens; and (c) the Grantors will use, store, and maintain the Collateral with all reasonable care and will use such Collateral for lawful purposes only.

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7.        ADDITIONAL MORTGAGES. The Grantors, at the Grantors' expense, will grant to the Collateral Agent Mortgages in any Real Estate acquired after the Closing Date as may be requested from time to time by the Collateral Agent and/or the Required Lenders (collectively, the "Additional Mortgages"). All such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Agent’s Liens required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full by the Grantors. Furthermore, the Grantors shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent. Each action required by this Section 7 shall be completed as soon as possible, but in no event later than 30 days after such action is requested to be taken by the Collateral Agent or the Required Lenders, as the case may be.

8.        ACCESS AND EXAMINATION. Subject to the limitations imposed on the Collateral Agent and the Lenders in the Credit Agreement, the Collateral Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and at any time when a Default or Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Grantors’ records, files, and books of account and the Collateral, and discuss the Grantors’ affairs with the Grantors’ officers and management. The Grantors will deliver to the Collateral Agent any instrument necessary for the Collateral Agent to obtain records from any service bureau maintaining records for the Grantors. The Collateral Agent may, at any time when a Default or Event of Default exists, and at the Grantors’ expense, make copies of any or all of the Grantors’ books and records, or require the Grantors to deliver such copies to the Collateral Agent. During the existence of an Event of Default, the Collateral Agent may, without expense to the Collateral Agent, use such of the Grantors’ respective personnel, supplies, and Real Estate as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Collateral Agent shall have the right, at any time, in the Collateral Agent’s name or in the name of a nominee of the Collateral Agent, to verify the validity, amount or any other matter relating to the Accounts, Inventory, Equipment or other Collateral, by mail, telephone, or otherwise.

9.        COLLATERAL REPORTING. The Grantors shall provide the Collateral Agent with the following documents at the following times in form satisfactory to the Collateral Agent (in each case prepared separately for the Miller Borrowers and the RoadOne Borrowers, as well as on a combined basis): (a) together with each Borrowing Base Certificate delivered pursuant to Section 5.2(l) of the Credit Agreement, or more frequently if requested by the Collateral Agent, a schedule of the Grantors’ Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule; (b) on a monthly basis, within 30 days after the end of each month, or more frequently if requested by the Collateral Agent, an aging of the Grantors’ Accounts, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Grantors’ general ledger; (c) on a monthly basis, within 30 days after the end of each month, or more frequently if requested by the Collateral Agent, an aging of the Grantors’ accounts payable; (d) on a monthly basis, within 30 days after the end of each month (or more frequently if

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requested by the Collateral Agent), a detailed calculation of Eligible Accounts, Eligible Secured Accounts, Eligible Fleet Vehicles, Eligible Designated Subsidiary Accounts, Eligible Designated Subsidiary Inventory and Eligible Inventory; (e) on a monthly basis, within 30 days after the end of each month (or more frequently if requested by the Collateral Agent), Inventory and Eligible Fleet Vehicles reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Grantors’ general ledger; (f) upon request, copies of invoices in connection with the Grantors’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Grantors’ Accounts and for Inventory and Equipment (including fleet vehicles) acquired by the Grantors, purchase orders and invoices; (g) upon request, a statement of the balance of all assets and liabilities, however arising, which are due to the Grantors from, or which are due from the Grantors to, or which otherwise arise from any transaction by the Grantors with, any Affiliate of the Grantors; (h) such other reports as to the Collateral of the Grantors as the Collateral Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of the Grantors executed by a Designated Financial Officer certifying as to the accuracy and completeness of the foregoing. If any of the Grantors’ records or reports of the Collateral are prepared by an accounting service or other agent, the Grantors hereby authorize such service or agent to deliver such records, reports, and related documents to the Collateral Agent, for distribution to the Lenders.

10.        ACCOUNTS.

(a)     Each Grantor hereby represents and warrants to the Collateral Agent and the Lenders, with respect to the Grantor’s Accounts, that: (i) each existing Account represents, and each future Account will represent, a bona fide sale or lease and delivery of goods by such Grantor, or rendition of services by such Grantor, in the ordinary course of such Grantor’s business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor or in the schedule thereof delivered to the Collateral Agent, without any offset, deduction, defense, or counterclaim, except those known to such Grantor and disclosed to the Collateral Agent and the Lenders pursuant to this Security Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except as reported to the Collateral Agent and the Lenders in Borrowing Base Certificates delivered in accordance with the Credit Agreement and this Security Agreement; (iv) each copy of an invoice delivered to the Collateral Agent by such Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein; and (v) all goods described in any invoice representing a sale of goods will have been delivered to the Account Debtor and all services of such Grantor described in each invoice will have been performed.

(b)       No Grantor shall (i) re-date any invoice or sale; (ii) make sales on extended dating beyond that customary in such Grantor’s business; or (iii) extend or modify any Account except in accordance with Grantors’ past practices and provided Grantors provide written notice thereof to the Collateral Agent. If any Grantor becomes aware of any matter adversely affecting the collectibility of any Account or the Account Debtor therefor involving an amount greater than $100,000, including information that reveals a material adverse change in

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the Account Debtor’s creditworthiness, the Grantors will promptly so advise the Collateral Agent and exclude such Account from Eligible Accounts.

(c)       No Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the Collateral Agent’s written consent. If the Collateral Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and the Grantors will promptly deliver such instrument to the Collateral Agent, endorsed by the applicable Grantor to the Collateral Agent in a manner satisfactory in form and substance to the Collateral Agent.

(d)       The Grantors shall notify the Collateral Agent promptly of all disputes and claims in excess of $100,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Collateral Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Collateral Agent’s prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Grantors’ business when no Event of Default exists hereunder. The Grantors shall promptly report each credit memorandum on Borrowing Base Certificates (or on supporting information delivered in connection therewith) submitted by them, and shall send the Collateral Agent a copy of each credit memorandum in excess of $50,000 promptly following the Collateral Agent’s request therefor. The Collateral Agent may, at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Collateral Agent or the Required Lenders, as applicable, shall consider advisable and, in all cases, the Collateral Agent will credit the Grantors’ Loan Account with the net amounts received by the Collateral Agent in payment of any Accounts.

(e)       If an Account Debtor returns any Inventory to a Grantor when no Event of Default exists, then the Grantors shall promptly determine the reason for such return and, if appropriate, shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Grantors shall promptly report all returns on Borrowing Base Certificates (or on supporting information delivered in connection therewith) submitted by them, and shall send the Collateral Agent a report of each return involving an amount in excess of $75,000 promptly following the Collateral Agent’s request therefor. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to a Grantor when an Event of Default exists, the Grantors, upon the request of the Collateral Agent, shall: (i) hold the returned Inventory in trust for the Collateral Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Collateral Agent’s written instructions; and (iv) not issue any credits or allowances with respect thereto without the Collateral Agent’s prior written consent. All returned Inventory shall be subject to the Collateral Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory.

11.        COLLECTION OF ACCOUNTS; PAYMENTS.

(a)      Until the Collateral Agent notifies the Grantors to the contrary, the Grantors shall make collection of all Accounts and other Collateral for the Collateral Agent, shall

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receive all payments as the Collateral Agent’s trustee, and shall promptly (and in any event within one Business Day after receipt thereof) deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantors at a Clearing Bank acceptable to the Collateral Agent, which Payment Account shall be subject to a Blocked Account Agreement. All funds in any Payment Account shall be subject to the Collateral Agent’s sole control, and withdrawals by the Grantors shall not be permitted.

(b)       Promptly following the request of the Collateral Agent, (i) the Grantors shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Collateral Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Collateral Agent, and (ii) the Grantors shall instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Grantor receives any proceeds of Accounts, it shall receive such payments as the Collateral Agent’s trustee, and shall immediately deliver such payments to the Collateral Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Collateral Agent may direct. All collections received in any lock-box or Payment Account or directly by any Grantor or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to the Collateral Agent’s sole control, and withdrawals by the Grantors shall not be permitted.

(c)       The Collateral Agent or the Collateral Agent’s designee may, at any time after the occurrence of an Event of Default, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default has occurred and is continuing, the Grantors, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall require to grant the Collateral Agent access to any post office box in which collections of Accounts are received.

(d)       If sales of Inventory are made or services are rendered for cash, the Grantors shall immediately deliver to the Collateral Agent or deposit into a Payment Account the cash which the Grantors receive.

(e)       All payments including immediately available funds received by the Collateral Agent at a bank account designated by it, will be the Collateral Agent’s sole property for its benefit and the benefit of the Lenders and will be credited to the Loan Account (conditional upon final collection) after allowing one (1) Business Days for collection; provided, however, that such payments shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Collateral Agent to the Lenders (but not the amount of interest payable by the Grantors).

12.        INVENTORY; PERPETUAL INVENTORY.

(a)       The Grantors represent and warrant to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that all of the Inventory owned by

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the Grantors is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Grantors’ business, and is and will be fit for such purposes. The Grantors will keep their Inventory in good and marketable condition, except for damaged or defective goods arising in the ordinary course of the Grantors’ business. The Grantors will not, without the prior written consent of the Collateral Agent, acquire or accept any Inventory on consignment or approval, except pursuant to the Navistar Consignment Agreement provided the Navistar Intercreditor Agreement is in full force and effect. The Grantors agree that all Inventory produced by the Grantors in the United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Grantors will conduct a physical count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Collateral Agent requests. The Grantors will maintain an inventory reporting system at all times consistent with past practices and reasonably acceptable to the Collateral Agent. The Grantors will not, without the Collateral Agent’s written consent, sell any Inventory on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.

(b)       In connection with all Inventory financed by Letters of Credit, the Grantors will, at the Collateral Agent’s request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, Documents or Instruments in which the Collateral Agent holds a security interest to deliver them to the Collateral Agent and/or subject to the Collateral Agent’s order, and if they shall come into the Grantors’ possession, to deliver them, upon request, to the Collateral Agent in their original form. The Grantors shall also, at the Collateral Agent’s request, designate the Collateral Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents.

13.        EQUIPMENT.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders and agrees with the Collateral Agent and the Lenders that all of the Equipment owned by such Grantor is and will be used or held for use in such Grantor’s business, and is and will be fit for such purposes. Each Grantor shall keep and maintain its Equipment in good operating condition and repair (ordinary wear and tear excepted) and shall make all necessary replacements thereof.

(b)       The Grantors shall promptly inform the Collateral Agent of any additions to or deletions from the Equipment with a fair market value in excess of $10,000, including the purchase, sale or other disposition of any fleet vehicle. The Grantors shall not permit any Equipment to become a fixture with respect to real property or to become an accession with respect to other personal property with respect to which real or personal property the Collateral Agent does not have a Lien. The Grantors will not, without the Collateral Agent’s prior written consent, alter or remove any identifying symbol or number on any of the Grantors’ Equipment constituting Collateral.

(c)       Except as set forth in the Credit Agreement, no Grantor shall, without the Collateral Agent’s prior written consent, sell, lease as a lessor, or otherwise dispose of any of such Grantor’s Equipment.

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(d)       Each Grantor represents and warrants to the Agents and the Lenders that none of the Equipment included in the [describe pre-closing Appraisal] is subject to any Lien described in clause (j) of the definition of "Permitted Lien".

14.        DOCUMENTS,, INSTRUMENTS, AND CHATTEL PAPER. Each Grantor represents and warrants to the Collateral Agent and the Lenders that (a) all Documents, Instruments, and Chattel Paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine, and (b) all goods evidenced by such Documents, Instruments, and Chattel Paper are and will be owned by such Grantor, free and clear of all Liens other than Permitted Liens.

15.        INDEPENDENT DISTRIBUTOR SECURITY DOCUMENTS.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) on or prior to the date hereof the Grantors have delivered to, or made available for review by, the Collateral Agent true and correct copies of each of the Independent Distributor Security Documents as an effect on the date hereof, and (ii) each of such Independent Distributor Security Documents is in full force and effect as of the date hereof and constitutes the valid and binding obligation of each of the parties thereto.

(b)       The Grantors shall (i) take all actions as may be necessary or as the Collateral Agent may reasonably request in order to maintain in full force and effect the Independent Distributor Security Documents and all Liens of the Grantors thereunder, as well as to enable the Collateral Agent to maintain and enforce the Agent’s Liens therein, including the filing of all such UCC financing, amendment and continuation statements as may be necessary to maintain the perfection and priority of all such Liens or as the Collateral Agent may reasonably request, and the giving of such notices to the Independent Distributors as the Collateral Agent may reasonably request with respect to the Agent’s Liens in the Independent Distributor Security Documents, (ii) deliver to the Collateral Agent true and correct copies of all Independent Distributor Security Documents entered into or received by the Grantors after the date hereof, (iii) not amend, modify or supplement any of the Independent Distributor Security Documents in any respect without the Collateral Agent’s prior consent (except as may be necessary or requested under clause (i) hereof), which consent shall not be unreasonably withheld or delayed, and (iv) provide the Collateral Agent prompt written notice of any assertion by any Independent Distributor that any of the Independent Distributor Security Documents is not a legal and binding obligation of such Independent Distributor in any respect or any attempted revocation or limitation by any Independent Distributor of any of the Independent Distributor Security Documents.

(c)       The Grantors acknowledge and agree that the Collateral Agent shall have the right at any time upon prior notice to Parent to (i) review, examine and make copies of the Independent Distributor Security Documents and all of the Grantors’ records relating thereto, and (ii) require the Grantors, at their sole cost and expense, to execute and deliver to the Collateral Agent all such UCC-3 assignments as the Collateral Agent may request in order to evidence of record the Agent’s Liens in the Independent Distributor Security Documents.

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(d)       The Grantors acknowledge and agree that, notwithstanding any assignment of record to the Collateral Agent of any UCC financing statements relating to the Independent Distributor Security Documents or any other action taken by the Collateral Agent under this Security Agreement with respect to the Independent Distributor Security Documents, (i) the provisions of Section 20(b) hereof shall apply to the Independent Distributor Security Documents, and (ii) the Grantors shall remain responsible for ensuring that all necessary UCC amendment and continuation statements are timely and properly filed, and all other actions are taken, in order to maintain the perfection and priority of all of the Liens of the Grantors under the Independent Distributor Security Documents.

16.       CANADIAN INTERCOMPANY SECURITY DOCUMENTS.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) on or prior to the date hereof the Grantors have delivered to the Collateral Agent true and correct copies of each of the Intercompany Security Documents as an effect on the date hereof, and (ii) each of the Intercompany Security Documents is in full force and effect as of the date hereof and constitutes the valid and binding obligation of each of the parties thereto.

(b)       The Grantors shall (i) take all actions as may be necessary or as the Collateral Agent may reasonably request in order to maintain in full force and effect the Intercompany Security Documents and all Liens of the Grantors thereunder, as well as to enable the Collateral Agent to maintain and enforce the Agent’s Liens therein, including the filing of all such financing, amendment and continuation statements as may be necessary to maintain the perfection and priority of all such Liens or as the Collateral Agent may reasonably request, and the giving of such notices to the Designated Subsidiaries as the Collateral Agent may reasonably request with respect to the Agent’s Liens in the Intercompany Security Documents, (ii) deliver to the Collateral Agent true and correct copies of all Intercompany Security Documents entered into or received by the Grantors after the date hereof, (iii) not amend, modify or supplement any of the Intercompany Security Documents in any respect without the Collateral Agent’s prior consent (except as may be necessary or requested under clause (i) hereof), which consent shall not be unreasonably withheld or delayed, and (iv) provide the Collateral Agent prompt written notice of any assertion by any Designated Subsidiary that any of the Intercompany Security Documents is not a legal and binding obligation of such Designated Subsidiary in any respect or any attempted revocation or limitation by any Designated Subsidiary of any of the Intercompany Security Documents.

(c)       The Grantors acknowledge and agree that the Collateral Agent shall have the right at any time upon prior notice to Parent to (i) review, examine and make copies of the Intercompany Security Documents and all of the Grantors’ records relating thereto, and (ii) require the Grantors, at their sole cost and expense, to execute and deliver to the Collateral Agent all such assignments as the Collateral Agent may request in order to evidence of record the Agent’s Liens in the Intercompany Security Documents.

(d)       The Grantors acknowledge and agree that, notwithstanding any assignment of record to the Collateral Agent of any financing or similar statements relating to the Intercompany Security Documents or any other action taken by the Collateral Agent under this Security Agreement with respect to the Intercompany Security Documents, (i) the provisions of

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 Section 20(b) hereof shall apply to the Intercompany Security Documents, and (ii) the Grantors shall remain responsible for ensuring that all necessary amendment and continuation statements are timely and properly filed, and all other actions are taken, in order to maintain the perfection and priority of all of the Liens of the Grantors under the Intercompany Security Documents.

17.        TITLED COLLATERAL.

(a)       The Grantors agree that (i) the Collateral Agent and the Existing Titled Collateral Agent may engage the Custodial Administrator as their agent and custodial administrator to administer and manage the certificates of title or other comparable documents (including the Existing Certificates of Title) and accomplish the perfection of the Agent’s Liens in the Titled Collateral, pursuant to the Custodial Administration Agreement, and (ii) the Grantors shall execute an agreement or instrument satisfactory to the Custodial Administrator and the Collateral Agent granting power of attorney to the Custodial Administrator for the purpose of administering and managing such certificates of title or other comparable documents and perfecting such Liens. The Grantors agree that all fees and expenses of the Custodial Administrator, and all filing fees, taxes, and other amounts incurred in connection with such perfection and administration shall be paid by the Grantors.

(b)       Upon request by the Custodial Administrator, and not later than five (5) Business Days following receipt thereof by any of the Grantors from the Custodial Administrator, the Grantors shall execute and deliver to the Custodial Administrator (i) all certificates of title or other comparable instruments which the Custodial Administrator returns or delivers to the Grantors and instructs the Grantors to execute in order to accomplish perfection of the Agent’s Liens on the Titled Collateral, (ii) any applications for notation of a security interest or other comparable forms required in conjunction with the executed certificates of title to accomplish perfection of such Liens on the Titled Collateral which the Custodial Administrator delivers to and instructs the Grantors to execute or cause to be executed, and (iii) such other certificates, agreements, notices or other items as the Custodial Administrator or the Collateral Agent deem necessary to perfect such Liens on the Titled Collateral.

(c)       Within twenty (20) days after the acquisition by any Grantor of any Titled Collateral, the Grantors will: (i) execute such certificate of title applications and documents as may be required to indicate the Agent’s Liens thereon; (ii) complete and execute any applications for notation of the Agent’s Liens or other comparable forms required by the applicable state's law in conjunction with the executed certificates of title in order to perfect the Agent’s Liens in the Titled Collateral; and (iii) file at its expense the items in clauses (i) and (ii), along with such other certificates, agreements, notices, or other comparable forms as may be necessary, with the appropriate Governmental Authority in the applicable jurisdiction in order to perfect such Liens.

(d)       The Grantors will cause the appropriate Governmental Authority to deliver directly to the Custodial Administrator, or if delivered to a Grantor, cause to be delivered to the Custodial Administrator within five (5) Business Days after receipt thereof from the appropriate Governmental Authority by a Grantor, either the original certificate of title with the Agent's Liens noted thereon or a newly issued certificate of title or comparable instrument, as applicable, with

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the Agent's Liens noted thereon, to be managed and administered in accordance with the Custodial Administration Agreement.

18.        RIGHT TO CURE. The Collateral Agent may, in its discretion, and shall, at the direction of the Required Lenders, pay any amount or do any act required of the Grantors hereunder or under any other Loan Document in order to preserve, protect, maintain or enforce the Obligations, the Collateral or the Agent’s Liens therein, and which the Grantors fail to pay or do, including payment of any judgment against any Grantor, any insurance premium, any warehouse charge, any finishing or processing charge, any landlord’s or bailee’s claim, and any other Lien upon or with respect to the Collateral. All payments that the Collateral Agent makes under this Section 18 and all out-of-pocket costs and expenses that the Collateral Agent pays or incurs in connection with any action taken by it hereunder shall be charged to the Grantors’ Loan Account as a Revolving Loan. Any payment made or other action taken by the Collateral Agent under this Section 18 shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.

19.        POWER OF ATTORNEY. Each Grantor hereby appoints the Collateral Agent and the Collateral Agent’s designee as such Grantor’s attorney, with power: (a) to endorse such Grantor’s name on any checks, notes, acceptances, money orders, or other forms of payment or security that come into the Collateral Agent’s or any Lender’s possession; (b) to sign such Grantor’s name on any invoice, bill of lading, warehouse receipt or other negotiable or non-negotiable Document constituting Collateral, on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements, certificate of title applications and other public record filings, and to file any such financing statements, applications and other filings by electronic means or otherwise with or without a signature as authorized or required by applicable law or filing procedure; (c) so long as any Event of Default has occurred and is continuing, to notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to such Grantor; (d) to send requests for verification of Accounts to customers or Account Debtors; (e) to complete in such Grantor’s name or the Collateral Agent’s name, any order, sale or transaction, obtain the necessary Documents in connection therewith, and collect the proceeds thereof; (f) to clear Inventory through customs in such Grantor’s name, the Collateral Agent’s name or the name of the Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Grantor’s name for such purpose; and (g) to do all things necessary to carry out the Credit Agreement and this Security Agreement. Each Grantor ratifies and approves all acts of such attorney. None of the Lenders or the Collateral Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law except for their willful misconduct. This power, being coupled with an interest, is irrevocable until the Credit Agreement has been terminated and the Obligations have been fully satisfied.

20.        THE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS, DUTIES AND LIABILITIES.

(a)       The Grantors assume all responsibility and liability arising from or relating to the use, sale or other disposition of the Collateral. The Obligations shall not be affected by

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any failure of the Collateral Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantors from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Collateral Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from any Grantor, sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantors for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Collateral Agent and/or any Lender and the Grantors.

(b)       It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither the Collateral Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Collateral Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither the Collateral Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(c)       The Collateral Agent may at any time after an Event of Default shall have occurred and be continuing, without prior notice to any Grantor, notify Account Debtors, parties to the Contracts and obligors in respect of Instruments and Chattel Paper, that the Accounts and the right, title and interest of the Grantors in and under such Contracts, Instruments and Chattel Paper have been assigned to the Collateral Agent, and that payments shall be made directly to the Collateral Agent, for itself and the benefit of the Lenders. Upon the request of the Collateral Agent, the Grantors shall so notify Account Debtors, parties to Contracts and obligors in respect of Instruments and Chattel Paper.

(d)       The Collateral Agent may at any time in the Collateral Agent’s own name or in the name of any Grantor communicate with Account Debtors, parties to contracts, obligors in respect of Instruments, and obligors in respect of Chattel Paper, to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount and terms of any such Accounts, contracts, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, the Grantors, at their own expense, shall cause the independent certified public accountants then engaged by the Grantors to prepare and deliver to the Collateral Agent and each Lender at any time and from time to time promptly upon the Collateral Agent’s request the following reports with respect to the Grantor: (i) a reconciliation of all Accounts; (ii) an aging of

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all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as the Collateral Agent may request. The Grantors, at their own expense, shall deliver to the Collateral Agent the results of each physical verification, if any, which the Grantors may in their discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

21.        PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.

(a)       Each Grantor represents and warrants to the Collateral Agent and the Lenders that (i) such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Schedule III hereto, (ii) the Security Agreement is effective to create a valid and continuing Lien on and, upon filing of the Copyright Security Agreement with the United States Copyright Office, perfected Liens in favor of the Collateral Agent on such Grantor’s patents, trademarks and copyrights and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from such Grantor, and (iii) upon filing of the Copyright Security Agreements with the United States Copyright Office and filing of the Patent and Trademark Agreements with the United States Patent and Trademark Office and the filing of appropriate financing statements, all actions necessary or desirable to protect and perfect the Agent’s Lien on such Grantor’s patents, trademarks or copyrights shall have been duly taken.

(b)       The Grantors shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any patent, trademark or copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any patent, trademark or copyright, its right to register the same, or to keep and maintain the same.

(c)       In no event shall any Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Collateral Agent prompt written notice thereof, and, upon request of the Collateral Agent, the Grantors shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as the Collateral Agent may request to evidence the Agent’s Lien on such patent, trademark or copyright, and the General Intangibles of the Grantors relating thereto or represented thereby.

(d)       The Grantors shall take all actions necessary or requested by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the patents, trademarks and copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless the Grantors shall determine that such patent, trademark or copyright is not material to the conduct of their business.

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(e)       In the event that any of the patent, trademark or copyright Collateral is infringed upon, or misappropriated or diluted by a third party, and such infringement, misappropriation or dilution could reasonably be expected to have a Material Adverse Effect, the Grantors shall notify the Collateral Agent promptly after any Grantor learns thereof. The Grantors shall, in such case, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Collateral Agent shall deem appropriate under the circumstances to protect such patent, trademark or copyright Collateral.

22.        INDEMNIFICATION. In any suit, proceeding or action brought by the Collateral Agent or any Lender relating to any Account, Chattel Paper, contract, Document, General Intangible or Instrument for any sum owing thereunder or to enforce any provision of any Account, Chattel Paper, contract, Document, General Intangible or Instrument, the Grantors will save, indemnify and keep the Collateral Agent and the Lenders harmless from and against all expense (including reasonable and actual attorneys’ fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from any Grantor, except in the case of the Collateral Agent or any Lender, to the extent such expense, loss, or damage is attributable to the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. All such obligations of the Grantors shall be and remain enforceable against and only against the Grantors and shall not be enforceable against the Collateral Agent or any Lender.

23.        LIMITATION ON LIENS ON COLLATERAL. The Grantors will not create, permit or suffer to exist, and will defend the Collateral against, and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and will defend the right, title and interest of the Collateral Agent and the Lenders in and to any of the Grantors’ rights under the Collateral against the claims and demands of all Persons whomsoever.

24.        NOTICE REGARDING COLLATERAL. The Grantors will advise the Collateral Agent promptly, in reasonable detail, of any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral.

25.        REMEDIES; RIGHTS UPON DEFAULT.

(a)       In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies of a secured party under the UCC and otherwise at law or in equity. Without limiting the generality of the foregoing, the Grantors expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly

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waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on the Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable.

(b)       Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall select, whether at such Grantor’s premises or elsewhere. Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Lenders), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantors. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred by the Collateral Agent or any Lender to collect such deficiency.

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(c)       Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

(d)       EACH GRANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH IT HAS UNDER CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING THE COLLATERAL AGENT OR ANY LENDER, OR THE SUCCESSORS AND ASSIGNS OF THE Collateral AGENT OR SUCH LENDER, TO POSSESSION OF THE COLLATERAL UPON AN EVENT OF DEFAULT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT WHICH THE Collateral AGENT OR THE LENDERS MAY HAVE, EACH GRANTOR CONSENTS THAT IF THE Collateral AGENT OR ANY LENDER FILES A PETITION FOR AN IMMEDIATE WRIT OF POSSESSION IN COMPLIANCE WITH SECTIONS 44-14-261 AND 44-14-262 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW, AND THIS WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH PETITION AND ATTACHED THERETO, THE COURT BEFORE WHICH SUCH PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND AS OTHERWISE REQUIRED BY SECTION 44-14-263 OF THE OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR PROVISION UNDER APPLICABLE LAW.

26.        GRANT OF LICENSE TO USE PROPRIETARY RIGHTS. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Security Agreement (including, without limiting the terms of Section 25 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Proprietary Rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

27.        LIMITATION ON THE COLLATERAL AGENT’S AND THE LENDERS’ DUTY IN RESPECT OF COLLATERAL. The Collateral Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

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28.        MISCELLANEOUS.

(a)        Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(b)        Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement.

(c)        Severability. Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of the Collateral Agent, the Lenders and the Grantors with respect to the matters referred to herein and therein.

(d)        No Waiver; Cumulative Remedies. Neither the Collateral Agent nor any Lender shall by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of the Collateral Agent or any Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Security

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Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by the Collateral Agent and the Grantors.

(e)        Limitation by Law. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(f)        Termination of this Security Agreement. Subject to Section 28(a) hereof, this Security Agreement (other than Section 22) and the license granted pursuant to Section 26 hereof shall terminate upon the satisfactory collateralization of all Letters of Credit, the payment in full of all other Obligations (other than indemnification Obligations as to which no claim has been asserted), and the termination of all Commitments.

(g)        Successors and Assigns. This Security Agreement and all obligations of the Grantors hereunder shall be binding upon the successors and assigns of the Grantors (including any debtor-in-possession on behalf of any Grantor) and shall, together with the rights and remedies of the Collateral Agent, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, hereunder, inure to the benefit of the Collateral Agent and the Lenders, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, hereunder. No Grantor may assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement.

(h)        Counterparts. This Security Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one and the same agreement.

(i)        Governing Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE COURTS OF THE STATE OF GEORGIA OR THE FEDERAL COURTS LOCATED IN FULTON COUNTY, GEORGIA, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GRANTOR, THE COLLATERAL AGENT AND THE LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE

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OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT THE COLLATERAL AGENT, THE LENDERS AND EACH GRANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTIONS, AND, PROVIDED, FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT. EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWERS’ AGENT AT THE ADDRESS SET FORTH IN SECTION 13.8 OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

(j)        Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE COLLATERAL AGENT, THE LENDERS, THE LETTER OF CREDIT ISSUER AND ANY GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

(k)        Section Titles. The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

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(l)        No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Security Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Security Agreement.

(m)       Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed this Security Agreement and, specifically, the provisions of Sections 25(d), 28(i) and Section 28(j), with its counsel.

(n)       Benefit of the Lenders. All Liens granted or contemplated hereby shall be for the benefit of the Collateral Agent, the Letter of Credit Issuer and the Lenders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.

(o)        Existing Titled Collateral. Each of the parties hereto acknowledges and agrees that (i) pursuant to the Credit Agreement, Bank of America has authorized the Collateral Agent to take all actions, and exercise all rights and remedies, otherwise available to the Existing Titled Collateral Agent with respect to the Existing Titled Collateral and the Existing Certificates of Title, as more fully set forth in the Credit Agreement, and (ii) each reference herein to the "Collateral Agent" as it relates to Collateral that consists of Existing Titled Collateral, and the rights and remedies of the Collateral Agent with respect thereto, shall be deemed to include both the Collateral Agent and the Existing Titled Collateral Agent (it being understood that, in accordance with clause (i) above, the Collateral Agent shall have the full right and power to exercise all such rights and remedies on behalf of the Existing Titled Collateral Agent).

[SIGNATURES COMMENCE Next Page]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:

ACKERMAN WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC. 
ALLIED GARDENS TOWING, INC.
ALLIED TOWING AND RECOVERY, INC.
ALTAMONTE TOWING, INC.
ANDERSON TOWING SERVICE, INC.
APACO, INC.
ARROW WRECKER SERVICE, INC.
A TO Z ENTERPRISES, INC.
B&B ASSOCIATED INDUSTRIES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BEATY TOWING & RECOVERY, INC.
BERT'S TOWING RECOVERY
     CORPORATION
BOB BOLIN SERVICES, INC.
BOB'S AUTO SERVICE, INC.
BOB VINCENT AND SONS WRECKER
     SERVICE, INC.
BOULEVARD & TRUMBULL TOWING, INC.
BREWER'S, INC.
BRYRICH CORPORATION
C&L TOWING SERVICES, INC.
CAL WEST TOWING, INC.
CARDINAL CENTRE ENTERPRISES, INC.
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTRAL VALLEY TOWING, INC.
CENTURY HOLDINGS, INC.
CHAD'S, INC.
CHAMPION CARRIER CORPORATION
CHEVRON, INC.
CHICAGO METRO SERVICES, INC.
CLARENCE CORNISH AUTOMOTIVE
     SERVICE, INC.
CLEVELAND VEHICLE DETENTION
CENTER, INC.
COFFEY’S TOWING, INC.

COLEMAN’S TOWING & RECOVERY, INC.
COMPETITION WHEELIFT, INC.
D.A. HANELINE, INC.
DVREX, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
DON'S TOWING, INC.
DUGGER’S SERVICES, INC.
DUN-RITE TOWING INC.
DURU, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GARY’S TOWING & SALVAGE POOL, INC.
GOLDEN WEST TOWING EQUIPMENT INC.
GOOD MECHANIC AUTO CO. OF RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
KAUFF'S, INC.
KAUFF’S OF FT. PIERCE, INC.
KAUFF’S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN'S TOWING, INC.
KING AUTOMOTIVE & INDUSTRIAL EQUIPMENT, INC.
LAZER TOW SERVICES, INC.
LEVESQUE'S AUTO SERVICE, INC.
LWKR, INC.
LINCOLN TOWING ENTERPRISES, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MERL'S TOWING SERVICE, INC.
MID AMERICA WRECKER &
     EQUIPMENT SALES, INC. OF COLORADO
MIKE'S WRECKER SERVICE, INC.

MILLER FINANCIAL SERVICES GROUP,  INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MILLER INDUSTRIES TOWING EQUIPMENT INC.
MOORE'S SERVICE & TOWING, INC.
MOORE'S TOWING SERVICE, INC.
MOSTELLER’S GARAGE, INC.
MURPHY'S TOWING, INC.
OFFICIAL TOWING, INC.
O'HARE TRUCK SERVICE, INC.
P.A.T., INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN'S TRUCK CENTER, INC.
PURPOSE, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.
RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY’S TOWING, INC.
RECOVERY SERVICES, INC.
RTIEX, INC.
RBEX INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROADONE SPECIALIZED
TRANSPORTATION, INC.
ROADONE TRANSPORTATION AND
LOGISTICS, INC.
R.M.W.S., INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.
SOUTHWEST TRANSPORT, INC.
SPEED'S AUTOMOTIVE, INC.

SPEED'S RENTALS, INC.
SROGA'S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON'S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN 
     COUNTY, INC.
TRUCK SALES & SALVAGE CO., INC.
WALKER TOWING, INC.
WES'S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
     ENTERPRISES, INC.
WHITEY’S TOWING, INC.
WILTSE TOWING, INC.
ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.

By:     /s/ Frank Madonia                                             
          Frank Madonia
          Attorney-in-fact of each of the above-
          referenced Grantors

COLLATERAL AGENT:

The CIT GROUP/COMMERCIAL SERVICES, INC.

By:    /s/ Arthur R. Cordwell                                               
Name:    Arthur R. Cordwell                                                
Title:      V.P.                                                                         

EXISTING TITLED COLLATERAL AGENT:

BANK OF AMERICA, N.A.

By:   /s/ Kevin M. Moore                                                     
Name:    Kevin M. Moore                                                    
Title:      Senior V.P.                                                               

SCHEDULE I
to
SECURITY AGREEMENT

LOCATION OF COLLATERAL

A.        Location of Chief Executive Office

B.        Location of Books and Records

C.        Location of Collateral

D.        Location of all other places of business

E.        Location of leased facilities and name of lessor/sublessor

SCHEDULE II
to
SECURITY AGREEMENT

JURISDICTION OF ORGANIZATION
(AND ORGANIZATION NUMBER)

SCHEDULE III
to
SECURITY AGREEMENT

PATENTS, TRADEMARKS AND COPYRIGHTS

EX-10.62

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT, dated as of July 23, 2001, is executed and delivered by MILLER INDUSTRIES, INC., a Tennessee corporation (“Pledgor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent (the “Collateral Agent”) for the lenders from time to time party to the Credit Agreement described below (the “Lenders”).

W I T N E S S E T H:

WHEREAS, Pledgor is the record and beneficial owner of the shares of capital stock described in Exhibit A hereto issued by each corporation named therein (individually and collectively referred to as the “Issuer”); and

WHEREAS, Pledgor and the Issuer, as borrowers, the Lenders, the Collateral Agent and Bank of America, N.A., as Syndication Agent, Administrative Agent and Letter of Credit Issuer, have entered into a Credit Agreement of even date herewith (as amended, modified, supplemented and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain loans and other financial accommodations to Pledgor; and

 WHEREAS, in accordance with the terms of the Loan Documents and as a condition precedent to the Lenders’ obligation to make loans under the Credit Agreement, and as security for all of the Obligations, the Lenders are requiring that Pledgor execute and deliver this Stock Pledge Agreement and grant the security interest contemplated hereby.

 NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to induce the Lenders to enter into the Credit Agreement and make the loans under the Credit Agreement, it is agreed as follows:

 1.0     Definitions.  Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Stock Pledge Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

 “Agreement” shall mean this Stock Pledge Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

 “Domestic Subsidiary” shall mean any Subsidiary of Pledgor which is organized under the laws of a jurisdiction within the United States.

 “Event of Default” shall have the meaning assigned to such term in the Credit Agreement.

 “Foreign Subsidiary” shall mean any Subsidiary of Pledgor which is not a Domestic Subsidiary.

 “Non-Canadian Foreign Subsidiary” shall mean any Foreign Subsidiary which is not organized under the laws of Canada or a jurisdiction within Canada.

 “Obligations” shall have the meaning assigned to such term in the Credit Agreement.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2 hereof.

“Pledged Securities” shall mean the stock described in Sections 2.1 and 2.2 hereof.

2.0Pledge.  Pledgor hereby pledges, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to the Collateral Agent, for the benefit of the Lenders, a security interest in all of the following (collectively, the “Pledged Collateral”):

2.1    100% of the issued and outstanding capital stock owned by Pledgor of each Domestic Subsidiary and the certificates representing such stock, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock;

2.2     65% of the issued and outstanding voting stock (or, if less, 100% of the voting stock owned by Pledgor) and 100% of the issued and outstanding non-voting stock owned by Pledgor of each Foreign Subsidiary, and the certificates representing such stock, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such stock; and

 2.3     all proceeds of any of the foregoing.

 3.0Security for Obligations.  This Agreement secures, and the Pledged Collateral is security for, the payment and performance of all of the Obligations.

 4.0     Delivery of Pledged Securities.  All certificates representing or evidencing the Pledged Securities shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent; provided, however, that the Pledgor shall not be required to deliver the certificates with respect to Non-Canadian Foreign Subsidiaries until the Subordinated Debt is paid in full, at which time Pledgor shall promptly deliver such certificates to the Collateral Agent. The Collateral Agent shall have the right, in its discretion and without notice to Pledgor, at any time after the occurrence of an Event of Default, to transfer to or to register in the name of the Collateral Agent, or any of its nominees, subject to the terms of this Agreement and, prior to the repayment in full of the Subordinated Debt, to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries, any or all of the Pledged Securities. In addition, the Collateral Agent shall have the right at any time during the existence of an Event of Default to exchange certificates or instruments 

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representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

5.0     Representations and Warranties.  Pledgor represents and warrants to the Collateral Agent that:

 5.1     Pledgor is, and at the time of delivery of the Pledged Securities to the Collateral Agent pursuant to Section 4 hereof will be, the sole holder of record and the sole beneficial owner of the Pledged Collateral free and clear of any Lien thereon or affecting the title thereto except for Permitted Liens.

 5.2     The Pledged Securities included in the Pledged Collateral constitute the percentage of the issued and outstanding shares of capital stock of the Issuer as is set forth on Exhibit A attached hereto. All of the Pledged Securities have been duly authorized, validly issued and are fully paid and non-assessable; and there are no existing options, warrants or commitments of any kind or nature or any outstanding securities or other instruments convertible into shares of any class of capital stock of the Issuer, and no capital stock of the Issuer is held in the treasury of the Issuer.

 5.3     Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral to the Collateral Agent as provided herein.

 5.4     None of the Pledged Securities has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. Pledgor’s execution and delivery of this Agreement and the pledge of the Pledged Collateral hereunder do not, directly or indirectly, violate or result in a violation of any such laws.

 5.5     None of the Pledged Securities included in the Pledged Collateral is, as of the date of this Agreement, Margin Stock (as such term is defined in 12 C.F.R. Section 207), and Pledgor shall, promptly after learning thereof, notify the Collateral Agent of any Pledged Collateral which is or becomes Margin Stock and execute and deliver in favor of the Collateral Agent any and all instruments, documents and agreements (including, but not limited to, Form U-1) necessary to cause the pledge of such Margin Stock to comply with all applicable laws, rules and regulations.

 5.6      No consent, approval, authorization or other order of any Person and no consent, authorization, approval, or other action by, and no notice to or filing with, any governmental departments, commissions, boards, bureaus, agencies or other instrumentalities, domestic or foreign, is required to be made or obtained by Pledgor either (a) for the pledge of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

 5.7      The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid Lien on and a perfected security interest in the Pledged Collateral pledged by Pledgor, and the proceeds thereof, securing the payment of the Obligations.

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 5.8      This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or by the application of general principles of equity.

 The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

 6.0      Covenants.   Pledgor covenants and agrees that until the termination of this Agreement in accordance with Section 12 hereof:

 6.1      Except as provided herein or as permitted under the Credit Agreement, without the prior written consent of the Collateral Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral or any unpaid dividends or other unpaid distributions or payments with respect thereto or grant a Lien therein.

 6.2      Pledgor will not, subsequent to the date of this Agreement, other than as permitted in the Credit Agreement, cause or permit the Issuer to issue any shares of capital stock or securities convertible into shares of capital stock, unless and except upon first having obtained the prior written consent of the Collateral Agent thereto, except that the Issuer may issue shares of common stock to Pledgor, provided that such common stock is pledged to the Collateral Agent as required by this Agreement.

 6.3      Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such action as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary or desirable Uniform Commercial Code financing statements, which may be filed by the Collateral Agent with or without the signature of Pledgor, and will cooperate with the Collateral Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal or state law in connection with such Liens or any sale or transfer of the Pledged Collateral.

 6.4      Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent thereon against the claim of any Person (other than the Junior Creditors’ Agent with respect to the stock of the Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt) and will maintain and preserve such Liens.

 6.5      Pledgor will, upon obtaining any additional shares of capital stock of the Issuer which are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Exhibit B hereto (a “Pledge Amendment”), to confirm the pledge of such additional Pledged Securities pursuant to this Agreement; provided, however, that the failure of Pledgor to execute and deliver any such Pledge Amendment shall not prevent such additional Pledged Securities from being subject to the Lien created by this Agreement; provided, further, that Pledgor shall not be required to pledge hereunder more 

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than 65% of the outstanding voting stock of any Foreign Subsidiary. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all shares of stock listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Securities hereunder and shall be included in the Pledged Collateral.

 6.6     Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Pledged Collateral owned by it before the same become delinquent or become Liens upon any of the Pledged Collateral except where such taxes, assessments and charges may be contested in good faith by appropriate proceedings and appropriate reserves have been established on Pledgor’s books in accordance with GAAP.

 6.7     Pledgor will not create, grant or suffer to exist any Lien on any of the Pledged Collateral except Permitted Liens.

7.0     Distributions; Etc.

7.1     Right of Pledgor to Receive Distributions.  For so long as no Event of Default exists, Pledgor shall have the right to receive cash distributions declared and paid with respect to the Pledged Collateral, to the extent such distributions are permitted by the Credit Agreement. Any and all stock or liquidating distributions, other distributions in property, return of capital or other distributions made on or in respect of Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Issuer or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Issuer may be a party or otherwise, shall be and become part of the Pledged Collateral pledged hereunder and, if received by Pledgor, shall be received in trust for benefit of the Collateral Agent, be segregated from the other property and funds of Pledgor, and shall forthwith be delivered to the Collateral Agent to be held subject to the terms of this Agreement (in each case, with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent).

7.2      Holding Pledged Collateral; Exchanges.  The Collateral Agent may hold any of the Pledged Collateral, endorsed or assigned in blank, and, during the existence of an Event of Default, may deliver any of the Pledged Collateral to the issuer thereof for the purpose of making denominational exchanges or registrations or transfers or for such other reasonable purpose in furtherance of this Agreement as the Collateral Agent may deem desirable (subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt). The Collateral Agent shall have the right, if necessary to perfect its security interest, to transfer to or register in the name of the Collateral Agent or any of its nominees, any or all of the Pledged Collateral (subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the Subordinated Debt); provided that notwithstanding the foregoing, until any transfer of beneficial ownership with respect to the Pledged Collateral pursuant to any exercise of remedies under Section 8 hereof, Pledgor shall continue to be the beneficial owner of the Pledged Collateral.

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7.3      Termination of Pledgor’s Right to Receive Distributions.  During the existence of any Event of Default, all rights of Pledgor to receive any cash distributions pursuant to Section 7.1 hereof shall cease, and all such rights shall thereupon become vested in the Collateral Agent, and the Collateral Agent shall have the sole and exclusive right to receive and retain the distributions which Pledgor would otherwise be authorized to receive and retain pursuant to Section 7.1 hereof. In such event, Pledgor shall pay over to the Collateral Agent any distributions received by it with respect to the Pledged Collateral and any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this Section 7.3 shall be retained by the Collateral Agent as Pledged Collateral hereunder and/or shall be applied to the repayment of the Obligations in accordance with the provisions hereof. Notwithstanding the foregoing, all rights of the Collateral Agent under this Section 7.3 with respect to the stock of Non-Canadian Foreign Subsidiaries are, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to such stock.

8.0     Remedies.  During the existence of an Event of Default, the Collateral Agent shall have the following rights and remedies (it being understood that any such rights and remedies with respect to the stock of Non-Canadian Foreign Subsidiaries are, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect thereto):

8.1     Secured Creditor.  All of the rights and remedies of a secured party under the Uniform Commercial Code of the State where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any other rights and remedies contained in this Agreement.

8.2     Right of Sale.  The Collateral Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (a) apply any cash distributions received by the Collateral Agent pursuant to Section 7.3 hereof to the Obligations, and (b) if following such application there remains outstanding any Obligations, sell the remaining Pledged Collateral, or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to the actual and reasonable costs, expenses and attorneys’ fees and expenses incurred by the Collateral Agent for collection and for acquisition, completion, protection, removal, sale and delivery of the Pledged Collateral; and then to the Obligations in the manner set forth in the Credit Agreement. If any deficiency shall arise, Pledgor shall be liable therefor.

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8.3     Notice.  In addition thereto, Pledgor further agrees that in the event that notice is necessary under applicable law, written notice mailed to Pledgor in the manner specified in Section 16 hereof ten (10) days prior to the date of the disposition of the Pledged Collateral subject to the security interest created herein at any such public sale or sale at any broker’s board or on any such securities exchange, or prior to the date after which private sale or any other disposition of said Pledged Collateral will be made, shall constitute commercially reasonable and fair notice.

8.4     Securities Act, etc.  If, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as now or hereafter in effect, or any similar statute now or hereafter in effect in any jurisdiction (collectively, the “Securities Laws”), the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 8, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent in its discretion (a) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under any applicable Securities Law, (b) may approach and negotiate with a single possible purchaser to effect such sale, and (c) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In addition to a private sale as provided above in this Section 8, if any of the Pledged Collateral shall not be freely distributable to the public without registration under applicable Securities Laws at the time of any proposed sale pursuant to this Section 8, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Collateral Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and all applicable Securities Laws.

8.5     Registration.  Pledgor acknowledges that notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in Section 8.4, the Collateral Agent may, in its discretion and at its sole expense, elect to register any or all of the Pledged Collateral under applicable Securities Laws. Pledgor, however, recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such 

-7-

circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under applicable Securities Laws, even if Pledgor would agree to do so.

8.6     Waiver of Certain Rights.  Pledgor agrees that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees that it will not interfere with any right, power or remedy of the Collateral Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect.

8.7     Specific Performance.  Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 8 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.

9.0     Power of Attorney; Proxy.

9.1     During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Collateral Agent (and all Persons designated by the Collateral Agent) as its true and lawful attorney (and agent-in-fact) and the Collateral Agent, or the Collateral Agent’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Collateral Agent or said agent, in its discretion, may determine, in the name of Pledgor or the Collateral Agent (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries): (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Collateral Agent’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Collateral Agent’s discretion, to fulfill the obligations of Pledgor under this Agreement.

9.2     During the existence of an Event of Default, the Collateral Agent, or itsnominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all

-8-

voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the Collateral Agent, in its sole discretion, shall determine (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries). THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Collateral Agent of any of its rights and remedies under this Section 9.2 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Collateral Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.

10.0     Waiver.  No delay on the Collateral Agent’s part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice the Collateral Agent’s rights as against Pledgor in any respect.

11.0     Assignment.  The Collateral Agent and the Lenders may assign, endorse or transfer any instrument evidencing all or any part of the Obligations as provided in, and in accordance with, the Credit Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.

12.0     Termination.  This Agreement shall terminate and be of no further force or effect at such time as the Obligations shall be paid and performed in full and the Commitments shall have been terminated. Upon such termination of this Agreement, the Collateral Agent shall deliver to Pledgor the Pledged Collateral at the time subject to this Agreement and then in the Collateral Agent’s possession or control and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided in Section 13 hereof, all of Pledgor’s obligations hereunder shall at such time terminate.

13.0     Reinstatement.  This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Pledgor for liquidation or reorganization, should Pledgor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

14.0     Miscellaneous.  This Agreement shall be binding upon Pledgor and its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Collateral Agent and its successors and assigns, and shall be governed by, and construed and enforced in accordance with, the internal laws in effect in the State of Georgia, and none of the terms or provisions of this Agreement may be waived, 

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altered, modified or amended except in writing duly signed for and on behalf of the Collateral Agent and Pledgor.

15.0     Severability.  If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.

16.0     Notices.  Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered in accordance with the terms of Section 13.8 of the Credit Agreement.

17.0     Section Titles.  The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

18.0     Counterparts.  This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

MILLER INDUSTRIES, INC.

By:

Name:

Title:

-11-

EXHIBIT A
to the Stock Pledge Agreement

Attached to and forming a part of that certain Stock Pledge Agreement dated as of July 23, 2001 executed and delivered by Miller Industries, Inc. to The CIT Group/Business Credit, Inc., as Collateral Agent.

DOMESTIC SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
APACO, Inc. Century Holdings, Inc. Miller/Greeneville, Inc Chevron, Inc. Sonoma Circuits, Inc. Miller Industries 
     International, Inc. Miller Industries
     Distributing, Inc. B&B Associated 
     Industries, Inc. Competition Wheelift, Inc. Golden West Towing 
     Equipment, Inc. King Automotive &
     Industrial Equipment, Inc. Mid America Wrecker &
     Equipment Sales, Inc.
     of Colorado Purpose, Inc. Southeastern Towing 
     Equipment, Inc. Southern Wrecker Center, Inc. Southern Wrecker Sales, Inc. Road One, Inc. RoadOne Employee
     Services, Inc. Road One Service, Inc.  
Common Common Common Common Common Common
Common  
Common  
Common Common  
Common  
Common   Common  
Common  Common  Common Common  
Common
1 2 1 24 2  2  
1  
1  
1  2  
2  
1   3  
2  1  1 2  
1
100 100 100 1,746 100  100  
100  
100  
100  120  
200  
100   500  
50  100  100 100  
100
100 100 100 1,746 100  100  
100  
100  
100 120  
200  
100   500  
50  100  100 100  
100

A-1

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

A-Excellence Towing Co. Ackerman Wrecker
     Service, Inc. All American Towing
     Services, Inc. Allied Gardens Towing, Inc. Allied Towing and
     Recovery, Inc. Altamonte Towing, Inc. Anderson Towing Service, Inc. Arrow Wrecker Service, Inc. A to Z Enterprises, Inc. B-G Towing, Inc. Bear Transportation, Inc. Beaty Towing &
     Recovery, Inc. Bert’s Towing Recovery
     Corporation Bob Bolin Services, Inc. Bob’s Auto Service, Inc. Boulevard & Trumbull
     Towing, Inc. Brewer’s, Inc. Bryrich Corporation C&L Towing Services, Inc. Cal West Towing, Inc. Cedar Bluff 24 Hour
     Towing, Inc. Central Valley Towing, Inc. Chad’s, Inc. Clarence Cornish Automotive
     Service, Inc. Coffey’s Towing, Inc. Coleman’s Towing &
     Recovery, Inc. DVREX, Inc. Dick’s Towing &
     Road Service, Inc. Don’s Towing, Inc. Dugger’s Services, Inc. DuRu, Inc. E.B.T., Inc. Export Enterprises, Inc. 
Common Common  
Common  
Common Common  
Common Common  Common  Common Common Common Common  
Common  
Common Common Common  
Common Common Common Common Common
Common Common Common  
Common Common  
Common Common  
Common Common Common Common Common  
2 2  
2  
2 2  
2 2  3  2 2 1 2  
4  
6 2 2  
2 2 1 2 1  
2 2 2  
2 9  
11 5  
2 2 2 3 2
100 100  
100  
100 500  
100 100  500  13,100 100 100 100  
100  
20,000 100 1,000  
1,000 100 100 100 100  
100 100 100
100 100  
100 500  
100 100 100 10,000 100
100 100  
100  
100 500  
100 100  500  13,100 100 100 100  
100  
20,000 100 1,000  
1,000 100 100 100 100  
100 100 100  
100 100  
100 500  
100 100 100 10,000 100

A-2

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
Gary’s Towing &
     Salvage Pool, Inc. Great America Towing, Inc. H&H Towing Enterprises, Inc. Hall’s Towing Service, Inc. H.M.R. Enterprises, Inc. Interstate Towing &
     Recovery, Inc. Kauff’s, Inc. Ken’s Towing, Inc. Lazer Tow Services, Inc. Levesque’s Auto Service, Inc. LWKR, Inc. Lincoln Towing Enterprises, Inc. M&M Towing and Recovery,
     Inc. Maejo, Inc. Mel’s Acquisition Corp. Merl’s Towing Service, Inc. Mike’s Wrecker Service, Inc. Moore’s Service & Towing, Inc. Moore’s Towing Service, Inc. Mosteller’s Garage, Inc. Official Towing, Inc. O’Hare Truck Service, Inc. P.A.T., Inc. Pipes Enterprises, Inc. Pro-Tow, Inc. Pullen’s Truck Center, Inc. RAR Enterprises, Inc. Randy’s High Country Towing,
     Inc. Ray Harris, Inc. Ray’s Towing, Inc. Recovery Services, Inc. RTIEX, Inc. RBEX, Inc. R.M.W.S., Inc. RRIC Acquisition Corp.
Common  
Common Common  Common Common Common  
Common Common Common Common  Common Common  Common
Common Common Common  Common  Common  Common Common Common Common Common Common Common Common Common Common  
Common Common Common Common Common Common Common
2  
2 1  4 5 1  
1 2 1 2  2 1 2
 2 1 1  5  1  1 2 1 1 2 2 2 2 2 2  
2 2 2 2 1 2 1
100
 100 100  525 5 100  
100 100 100 100 1,000 100 100
100 100 100  360  100 100 100 100 100 1,000 500 100 100 50 10,000  
100 100 100 222 100 1,000 100
100
 100 100  525 5 100  
100 100 100 100 1,000 100 100
100 100 100  360  100  100 100 100 100 1,000 500 100 100 50 10,000  
100 100 100 222 100 1,000 100

A-3

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

 
Sakstrup Towing, Inc. Sandy’s Auto & Truck Service,
    Inc. Speed’s Automotive, Inc. Speed’s Rentals, Inc. Sroga’s Automotive Services,
     Inc. Suburban Wrecker Service, Inc. Ted’s of Fayville, Inc. Texas Towing Corporation Thompson’s Wrecker
     Service, Inc. Tow Pro Custom Towing &
     Hauling, Inc. Treasure Coast Towing, Inc. Walker Towing, Inc. Wes’s Service Incorporated Western Towing; McClure/
     Earley Enterprises, Inc. Whitey’s Towing, Inc. Wiltse Towing, Inc. Zebra Towing, Inc. Zehner Towing & Recovery, Inc.  
Common Common  
Common Common Common  
Common  Common Common Common  
Common  
Common Common Common Common  
Common Common Common Common  
2 3  
4 2 1  
2 2 1 1  
2  
1 2 3 2
2 2 2 2 
100 10  
438 60 100  
100  1,900 100 100
100  
100 2,500 100 100  
100 100 100 100
100 10  
438 60 100  
100  1,900 100 100  
100  
100 2,500 100 100
100 100 100 100

A-4

NON-CANADIAN FOREIGN SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

  Boniface Engineering, Ltd. Ordinary  65  100

CANADIAN FOREIGN SUBSIDIARIES

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

407664 British Columbia Ltd.	Common	22.75	35
Canadian Towing Equipment       Inc.	Common	65	100
F.G. Russell Truck  Equipment       Ltd.	Common	32,500	50,000

A-5

EXHIBIT B
to the Stock Pledge Agreement

PLEDGE AMENDMENT

This Pledge Amendment, dated ________________, 200__, is delivered pursuant to Section 6.5 of the Stock Pledge Agreement referred to below. The undersigned hereby (a 0) pledges, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to the Collateral Agent, for the benefit of the Lenders, a security interest in the shares of capital stock set forth below (the “Additional Securities”) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Securities, all on the terms and conditions set forth in that certain Stock Pledge Agreement, dated as of July 23, 2001 (the “Stock Pledge Agreement”), executed and delivered by the undersigned, as Pledgor, to The CIT Group/Business Credit, Inc., as Collateral Agent, which terms and conditions are hereby incorporated herein by reference; (b 0) agrees that this Pledge Amendment may be attached to the Stock Pledge Agreement; and (c 0) agrees that the Additional Securities listed on this Pledge Amendment shall be deemed to be a part of the Pledged Securities under the Stock Pledge Agreement, shall become a part of the Pledged Collateral referred to in the Stock Pledge Agreement and shall secure all Obligations referred to in the Stock Pledge Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Stock Pledge Agreement.

MILLER INDUSTRIES, INC.

By:   /s/ Frank Madonia

Name:  Frank Madonia

Title:     Exec. V.P.

Issuer Class of
Stock Certificate
Number(s) Number of
Shares Number of Shares
Issued & Outstanding

B-1

EX-10.70

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

MILLER INDUSTRIES, INC.

and

MILLER INDUSTRIES TOWING EQUIPMENT INC.

as Borrowers,

BANK OF AMERICA, N.A.

as Agent and as Lender,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

July 23, 2001

TABLE OF CONTENTS
		Page
ARTICLE I Definitions and Terms
1.1.	Definitions	3
1.2.	Rules of Interpretation	17
1.3.	Amendment and Restatement	18
2.1.	Payment of Principal	19
ARTICLE I Definitions and Terms
2.1.	Term Loan; Payment of Principal	19
2.2.	Payment of Interest	21
2.3.	Non-Conforming Payments	21
2.4.	Notes	22
2.5.	Pro Rata Payments	22
2.6.	Optional Prepayments	22
2.7.	Mandatory Prepayments	22
2.8.	Use of Proceeds	23
2.9.	Commitment Fee	23
ARTICLE II The Term Loan
3.1.	Ratification of Existing Security Instruments	25
3.2.	Assignment of Mortgage; Intercompany Security Documents Assignment	25
3.3.	Guaranty	25
3.4.	Stock Pledge	25
3.5.	Security Interests	25
3.6.	Further Assurances	25
3.7.	Intercreditor Matters	25
ARTICLE IV Change in Circumstances
4.1.	Increased Cost and Reduced Return	25
4.2.	Taxes	26
4.3.	Lending Office	27
ARTICLE V Conditions to Making Loans and Issuing Letters of Credit
5.1.	Conditions of Making Loan	28

i

ARTICLE VI Representations and Warranties
6.1.	Organization and Authority	31
6.2.	Loan Documents	31
6.3.	Solvency	31
6.4.	Subsidiaries and Stockholders	32
6.5.	Ownership Interests	32
6.6.	Financial Condition	32
6.7.	Title to Properties	32
6.8.	Taxes	32
6.9.	Other Agreements	32
6.10.	Litigation	33
6.11.	Margin Stock	33
6.12.	Investment Company	33
6.13.	Patents, Etc.	33
6.14.	No Untrue Statement	33
6.15.	No Consents, Etc.	34
6.16.	Employee Benefit Plans	34
6.17.	No Default	35
6.18.	Environmental Matters	35
6.19.	Employment Matters	35
6.20.	Perfected Security Instruments	35
ARTICLE VII Affirmative Covenants
7.1.	Financial Reports, Etc.	37
7.2.	Maintain Properties	38
7.3.	Existence, Qualification, Etc.	38
7.4.	Regulations and Taxes	38
7.5.	Insurance	38
7.6.	True Books	38
7.7.	Right of Inspection	38
7.8.	Observe all Laws	39
7.9.	Governmental Licenses	39
7.10.	Covenants Extending to Other Persons	39
7.11.	Officer’s Knowledge of Default	39
7.12.	Suits or Other Proceedings	39
7.13.	Notice of Environmental Complaint or Condition	39
7.14.	Environmental Compliance	39
7.15.	Indemnification	39
7.16.	Further Assurances	40
7.17.	Employee Benefit Plans	40
7.18.	Continued Operations	41
7.19.	Additional Support Documents	41
7.20.	Subsidiary Support of Permitted Indebtedness	42
7.21.	Opinions of Foreign Counsel	42
7.22.	Additional Collateral Documents; Audit	42
7.23.	Senior Facility Notices	44
7.24.	Existing Facility Interest Payment	44

ii

ARTICLE VIII Negative Covenants
8.1.	Financial Covenants	45
8.2.	Acquisitions	45
8.3.	Liens	45
8.4.	Indebtedness	46
8.5.	Transfer of Assets	47
8.6.	Investments	47
8.7.	Merger or Consolidation	48
8.8.	Restricted Payments	48
8.9.	Transactions with Affiliates	48
8.10.	Compliance with ERISA, the Code and Foreign Benefit Laws	48
8.11.	Accounting Changes	49
8.12.	Dissolution, etc.	49
8.13.	Limitations on Sales and Leasebacks	49
8.14.	Change in Control	49
8.15.	Limitation on Guaranties	49
8.16.	Negative Pledge Clauses	49
8.17.	Prepayments, Etc. of Indebtedness	49
8.18.	Restrictive Agreements	50
8.19	Modification of Senior Facility	50
ARTICLE IX Events of Default and Acceleration
9.1.	Events of Default	51
9.2.	Agent to Act	53
9.3.	Cumulative Rights	53
9.4.	No Waiver	53
9.5.	Allocation of Proceeds	53
9.6.	Judgment Currency	54
ARTICLE X The Agent
10.1.	Appointment, Powers, and Immunities	55
10.2.	Reliance by Agent	55
10.3.	Defaults	55
10.4.	Rights as Lender	56
10.5.	Indemnification	56
10.6.	Non-Reliance on Agent and Other Lenders	56
10.7.	Resignation of Agent	56
10.8.	Fees	56
ARTICLE XI Miscellaneous
11.1.	Assignments and Participations	57
11.2.	Notices	58
11.3.	Right of Set-off; Adjustments	59

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11.4.	Survival	59
11.5.	Expenses	59
11.6.	Amendments and Waivers	60
11.6A.	Release of Liens	60
11.7.	Counterparts	60
11.8.	Termination	60
11.9.	Indemnification	61
11.10.	Severability	61
11.11.	Entire Agreement	61
11.12.	Agreement Controls	61
11.13.	Usury Savings Clause	61
11.14.	Governing Law; Waiver of Jury Trial	62
11.15.	Payments	62
11.16.	Subordination	62
11.17.	Joint and Several Obligations	63

EXHIBIT A	Applicable Commitment Percentages	A-1
EXHIBIT B	Form of Assignment and Acceptance	B-1
EXHIBIT C	Notice of Appointment (or Revocation) of Authorized Representative	C-1
EXHIBIT D	Form of Note	D-1
EXHIBIT E	Form of Opinion of Borrowers’ and Guarantors’ Counsel	E-1
EXHIBIT F	Compliance Certificate	F-1
EXHIBIT G	Form of Warrant Agreement	G-1

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SCHEDULE 6.4	Subsidiaries
SCHEDULE 6.6	Existing Indebtedness
SCHEDULE 6.7	Title to Properties
SCHEDULE 6.10	Litigation
SCHEDULE 6.19	Employment Matters
SCHEDULE 7.5	Insurance

v

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 24, 2001 (the "Agreement"), is made by and among MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business in Ooltewah, Tennessee ("Miller"), and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation and wholly owned subsidiary of Miller having its principal place of business in Ooltewah, Tennessee ("Miller Towing") ("Miller and Miller Towing may be referred to individually herein as a "Borrower" and collectively as the Borrowers"), BANK OF AMERICA, N.A, a national banking association organized and existing under the laws of the United States, in its capacity as a Lender ("Bank of America"), and each other financial institution executing and delivering a signature page hereto and each other financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 11.1 (hereinafter such financial institutions may be referred to individually as a "Lender" or collectively as the "Lenders"), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 10.7, the "Agent");

W I T N E S S E T H:

WHEREAS, the Borrowers, the Agent and the Lenders are party to that certain Credit Agreement dated as of January 30, 1998, as amended by Amendment No. 1 to Credit Agreement dated as of January 31, 1998 and by Amendment No. 2 to Credit Agreement dated as of October 30, 1998 and by Amendment No. 3 to Credit Agreement dated as of July 27, 1999 and by Amendment No. 4 to Credit Agreement dated as of August 13, 1999 and by Amendment No. 5 to Credit Agreement dated as of July 26, 2000 and by Amendment No. 6 to Credit Agreement dated as of December 14, 2000 (as hereby and from time to time amended, restated, supplemented, modified or replaced, the "Existing Credit Agreement"), pursuant to which the Lenders agreed to make and have made available to the Borrowers a credit facility including a revolving credit and term loan facility with a letter of credit sublimit and a swing line sublimit (the "Existing Facility"); and

WHEREAS, the Borrowers are entering into a Credit Agreement of even date herewith (the "Senior Credit Agreement") with the Senior Agents and the Senior Lenders (as hereafter defined) simultaneously with the effectiveness hereof, pursuant to which the Senior Lenders are providing a senior revolving credit facility and term loan facility in the aggregate maximum principal amount of $110,000,000 (the "Senior Facility"), the initial proceeds of which shall be used to repay $82,180,570.84 of outstanding Indebtedness of the Borrowers in favor of the Agent and the Lenders under the Existing Facility; and

WHEREAS, the Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement and make available to the Borrowers a junior term loan facility in the maximum principal amount outstanding of $14,000,000, the proceeds of which term loan facility are to be used as provided in Section 2.8 hereof; and

WHEREAS, the Lenders are willing to amend and restate the Existing Credit Agreement and make such junior facility available to the Borrowers upon the terms and conditions set forth herein; and

WHEREAS, the Borrowers acknowledge that this Agreement constitutes an amendment and restatement (and not a novation) of the Existing Credit Agreement and the Obligations hereunder shall continue to be secured by the Collateral currently securing Obligations of the Borrowers under (and as defined in) the Existing Credit Agreement pursuant to the Security Instruments and such additional Collateral as may be granted by the Borrowers to the Agent and the Lenders; and

NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree as follows:

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ARTICLE I

Definitions and Terms

1.1.       Definitions. For the purposes of this Agreement, in addition to the definitions set forth above, the following terms shall have the respective meanings set forth below:

"Accounts" means, as to Miller or any Subsidiary, all of entity’s now owned or hereafter acquired or arising accounts, as defined in the Uniform Commercial Code, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Account Debtor" means each Person obligated in any way on or in connection with an Account.

"Acquisition" means the acquisition of (i) a controlling interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person. The term "controlling interest" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Stock, by contract or otherwise.

"Adjusted Net Earnings from Operations" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, Miller’s and its Subsidiaries’ net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the financial statements delivered to the Agent for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets (provided, that, up to $891,000 in the aggregate of gain from capital asset sales that occurred during the Fiscal Year ended April 30, 2001 shall be included in net income for the fiscal periods ending on April 30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002 to the extent such asset sales occurred during such fiscal periods); (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Miller or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Miller or any of its Subsidiaries) in which Miller or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Miller or such Subsidiary in the form of cash distributions; (e) earnings of any Person to which assets of Miller or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Miller or any of its Subsidiaries shall have been merged, or which has been a party with Miller or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities by Miller or any of its Subsidiaries or from cancellation or forgiveness of Indebtedness; and (g) gain and non-cash losses arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

"Affiliate" means any Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with Miller; or (ii) which beneficially owns or holds 5% or more of any class of the outstanding Voting Stock of Miller or (iii) 5% or more of any class of the outstanding Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by Miller. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Stock, by contract or otherwise.

"Applicable Commitment Percentage" means, for each Lender at any time, a fraction, the numerator of which shall be such Lender’s Commitment and the denominator shall be the Total Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

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"Applicable Margin" means 6.00% per annum.

"Approved Fund" means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

"Asset Disposition" means any voluntary disposition, whether by sale, lease or transfer, of (a) any or all of the assets of Miller or its Subsidiaries, excluding cash, cash equivalents, inventory disposed of in the ordinary course of business, and equipment disposed of in the ordinary course of business which is obsolete or no longer useable by Miller or its Subsidiaries in their business and with respect to which the proceeds of the sale of such assets are used to purchase similar equipment to replace the unnecessary or obsolete equipment (provided such equipment is replaced with replacement equipment within ninety (90) days after any such sale or disposition), and (b) any of the capital stock, or securities and investments interchangeable, exercisable or convertible for or into, or otherwise entitling the holder to receive, any of the capital stock of any Subsidiary (other than a disposition to Miller or a Guarantor in the case of (a) and (b)).

"Assigned Interest" has the meaning ascribed to such term in the Collateral Assignment of Interests.

"Assignment and Acceptance" shall mean an Assignment and Acceptance in the form of Exhibit B (with blanks appropriately filled in) executed and delivered to the Agent by the parties thereto in connection with an assignment of a Lender’s interest under this Agreement pursuant to Section 11.1.

"Assignment of Leases" means, collectively, any Assignment of Lessee’s Interest in Leases by the Borrowers and the Guarantors to the Agent for the benefit of the Lenders delivered pursuant to the terms of the Existing Credit Agreement or this Agreement, as hereinafter modified, amended or supplemented from time to time.

"Assignment of Mortgage" means that certain Assignment of Deed of Trust by Miller to the Agent for the benefit of the Lenders dated as of the Closing Date, acknowledged and consented to by Thomas I. Starling, as trustee ("Trustee"), covering that certain Deed of Trust and Security Agreement dated as of March 31, 1999 by and among Fabri-Tech, L.L.C., Miller, and Trustee, encumbering certain real property described therein located in Olive Branch, De Soto County, Mississippi, as hereinafter modified, amended or supplemented from time to time.

"Authorized Representative" means any of the Chief Executive Officer, President, any Executive or Senior Vice President of Miller or, with respect to financial matters, the chief financial officer or Treasurer of Miller, or any other Person expressly designated by the Board of Directors of Miller (or the appropriate committee thereof) as an Authorized Representative of Miller, as set forth from time to time in a certificate in the form of Exhibit C.

"Bank of America" means Bank of America, N.A., a national banking association.

"Base Rate" means the sum of (i) for any day, the rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%) or (b) the Prime Rate for such day and (ii) the Applicable Margin. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or Federal Funds Rate.

"Board" means the Board of Governors of the Federal Reserve System (or any successor body).

"Borrowers’ Account" means a demand deposit account with the Agent, which may be maintained at one or more offices of the Agent or an agent of the Agent.

4

"Borrowing Base Asset" means any asset of either of the Borrowers or any Subsidiary which is included in the Senior Borrowing Base (or against the value of which the Senior Lenders advanced the term loan portion of the Senior Facility) and has a Senior Collateral Value.

"Business Day" means any day which is not a Saturday, Sunday or a day on which banks in the States of New York, North Carolina and Tennessee are authorized or obligated by law, executive order or governmental decree to be closed.

"Capital Expenditures" means, with respect to Miller and its Subsidiaries, all payments due (whether or not paid during any fiscal period) in respect of the cost of any fixed asset or improvement, or replacement, substitution, or addition thereto, which has a useful life of more than one year, including, without limitation, those costs arising in connection with the direct or indirect acquisition of such asset by way of increased product or service charges or in connection with a Capital Lease.

"Capital Lease" means any lease of property by a Borrower or any Subsidiary which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Borrower or Subsidiary.

"Certificate and Receipt of Registrar" means any Certificate and Receipt of Registrar delivered to the Agent pursuant to Section 7.19, in each case substantially in the form provided by the Agent and attached to the Collateral Assignment of Interests, as any such Certificate and Receipt of Registrar may be hereafter amended, supplemented or restated from time to time.

"Certificate of Title Property" means all property which is a motor vehicle or other good, whether such property is now owned or hereafter acquired, for which ownership is (i) covered by a certificate of title or other comparable instrument issued under a statute of a state under the law of which indication of a security interest on such certificate or instrument is required as a condition of perfection, and (ii) not subject to a purchase money Lien in favor of another creditor which is permitted by Section 8.3 hereof.

"Change of Control" means, at any time:

(i) any "person" or "group" (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than William G. Miller (or his spouse, lineal descendants or trusts for their benefit), either (A) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act ), directly or indirectly, of Voting Stock of the Borrower (or securities convertible into or exchangeable for such Voting Stock) representing 25% or more of the combined voting power of all Voting Stock of Miller (on a fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of Miller;

(ii) during any period of up to 12 consecutive months, commencing on the Closing Date, individuals who at the beginning of such 12-month period were directors of Miller shall cease for any reason (other than the death, disability or retirement of an officer of Miller that is serving as a director at such time so long as another officer of Miller replaces such Person as a director) to constitute a majority of the board of directors of Miller; or

(iii) any Person or two or more Persons (other than those Persons identified in clause (i) above or existing directors) acting in concert shall have acquired, by contract or otherwise, or shall have entered into a contract or arrangement and satisfied any conditions to effectiveness, that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence on the management or policies of Miller.

"Closing Date" means the date as of which this Agreement is executed by the Borrowers, the Lenders and the Agent and on which the conditions set forth in Section 5.1 have been satisfied.

5

"Code" means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

"Collateral" means the collateral described in the Security Instruments. Notwithstanding anything herein or in any other Loan Document to the contrary, the Liens of the Agent and the Lenders in the Collateral shall not secure any Obligations arising from or under the Warrant Agreement or the Warrants.

"Collateral Assignment of Interests" means any Collateral Assignment of Interests delivered to the Agent pursuant to Section 7.19, in form and substance satisfactory to the Agent and the Lenders, as any such Collateral Assignment of Interests may be hereafter amended, supplemented or restated from time to time.

"Commitment" means, with respect to each Lender, the obligation of such Lender to make the Loan to the Borrower in a principal amount equal to such Lender’s Applicable Commitment Percentage of the Total Commitment as set forth on Exhibit A.

"Commitment Fee Rate" means on each date shown below that percent per annum set forth below for such date:

First Business Day that occurs	First Business Day that occurs	First Business Day that occurs	First Business Day that occurs
Six (6) months from Closing Date	Twelve (12) months from Closing Date	Eighteen (18) months from Closing Date	Twenty-four (24) months from Closing Date
1.00%	2.00%	4.00%	6.00%

"Consistent Basis" in reference to the application of GAAP means the accounting principles observed in the period referred to are comparable in all material respects to those applied in the preparation of the audited financial statements of Miller referred to in Section 6.6(a).

"Consolidated EBITDA" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Consolidated Interest Expense, Federal, state, local and foreign income taxes, depreciation and amortization. In calculating Consolidated EBITDA, at a time when the Subsequent EBITDA Requirement is applicable under Section 8.1(c), for any fiscal period, EBITDA will be calculated as if the Asset Disposition of the assets and/or stock of the RoadOne Borrowers giving rise to the occurrence of the Transition Date had occurred prior to such fiscal period.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any fiscal period of Miller and its Subsidiaries on a consolidated basis, the ratio of Consolidated EBITDA to Consolidated Fixed Charges.

"Consolidated Fixed Charges" means, with respect to any fiscal period of the Miller and its Subsidiaries on a consolidated basis, without duplication, Consolidated Interest Expense, Capital Expenditures (excluding Capital Expenditures funded with Indebtedness of any of the Borrowers and Subsidiaries other than the Indebtedness hereunder or under the Senior Facility, but including, without duplication, principal payments with respect to such Indebtedness), scheduled principal payments of Indebtedness, and Federal, state, local and foreign income taxes, excluding deferred taxes; provided, in the case of principal payments hereunder, only principal amounts actually paid to the Agent and the Lenders in accordance with Section 2.1 hereof shall be included as "scheduled principal payments of Indebtedness" in calculating the amount of Consolidated Fixed Charges for any fiscal period.

6

"Consolidated Interest Expense" means, with respect to any fiscal period of the Miller and its Subsidiaries on a consolidated basis, interest on Indebtedness required or scheduled to be paid during the period for which computation is being made (including the interest component of all Capital Leases and synthetic leases), excluding the amortization of fees and costs incurred with respect to the closing of loans.

"Consolidated Total Assets" means, as of the date on which the amount thereof is to be determined, the net book value of all assets of Miller and its Subsidiaries as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

"Contingent Obligation" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Debt Offering" means Indebtedness of Miller or any Subsidiary not otherwise permitted under Section 8.4(a) through 8.4(f) which is incurred with the consent of the Required Lenders.

"Default" means any event or condition which, with the giving or receipt of notice or lapse of time or both, would constitute an Event of Default hereunder.

"Default Rate" means the lesser of (i) a rate of interest per annum which shall be four percent (4%) above the Base Rate, and (ii) the maximum rate permitted by applicable law.

"Determination Date" means the last day of each fiscal quarterly period of Miller.

"Direct Foreign Subsidiary" means any Foreign Subsidiary a majority of whose outstanding voting stock is owned directly by Miller or a Domestic Subsidiary.

"Dollars" and the symbol "$" means dollars constituting legal tender for the payment of public and private debts in the United States of America.

"Domestic Subsidiary" means any Subsidiary of Miller organized under the laws of the United States of America or a state or territory thereof.

"Eligible Assignee" means (i) a Lender; (ii) an affiliate or Approved Fund of a Lender; and (iii) any other Person approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 11.1, Miller, provided that such approval shall not be unreasonably withheld or delayed by Miller and such approval shall be deemed given by Miller within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender to Miller; provided further, however, that neither Miller nor an affiliate of Miller shall qualify as an Eligible Assignee.

"Eligible Securities" means the following obligations and any other obligations previously approved in writing by the Agent:

(a)       Government Securities;

(b)       demand or interest bearing time deposits issued by any Lender or certificates of deposit maturing within one year from the date of issuance thereof and issued by a bank or trust company organized under the laws of the United States or of any state thereof having capital

7

surplus and undivided profits aggregating at least $400,000,000 and being rated "A-3" or better by S&P or "A" or better by Moody’s;

(c)       Repurchase Agreements;

(d)       Municipal Obligations;

(e)       Pre-Refunded Municipal Obligations;

(f)       shares of mutual funds which invest in obligations described in paragraphs (a) through (e) above, the shares of which mutual funds are at all times rated "AAA" by S&P;

(g)       tax-exempt or taxable adjustable rate preferred stock issued by a Person having a rating of its long term unsecured debt of "A" or better by S&P or "A-1" or better by Moody’s; and

(h)       asset-backed remarketed certificates of participation representing a fractional undivided interest in the assets of a trust, which certificates are rated at least "A-1" by S&P and "P-1" by Moody’s.

"Employee Benefit Plan" means (i) any employee benefit plan, including any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is maintained for employees of Miller, any of its ERISA Affiliates or any Subsidiary or is assumed by Miller, any of its ERISA Affiliates or any Subsidiary in connection with any Acquisition or (B) has at any time been maintained for the employees of Miller, any current or former ERISA Affiliate or any Subsidiary and (ii) any plan, arrangement, understanding or scheme maintained by Miller or any Subsidiary that provides retirement, deferred compensation, employee or retiree medical or life insurance, severance benefits or any other benefit covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States of America.

"Environmental Laws" means any federal, state, local or foreign statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended, together with all regulations promulgated under any of the foregoing.

"Equity Offering" means a public or private offering of equity securities (including, without limitation, any security or investment exchangeable, exercisable or convertible for or into, or otherwise entitling the holder to receive, equity securities) of Miller or any Subsidiary (other than securities issued to Miller or another Subsidiary).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

"ERISA Affiliate", as applied to Miller, means any Person or trade or business which is a member of a group which is under common control with Miller, who together with Miller, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"Event of Default" means any of the occurrences set forth as such in Section 9.1.

"Excess Availability" means "Excess Availability" as defined in the Senior Credit Agreement.

8

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

"Existing Credit Agreement" has the meaning ascribed thereto in the recitals hereof.

"Existing Facility" has the meaning ascribed thereto in the recitals hereof.

"Facility Termination Date" means such date as all of the following shall have occurred: (a) the Borrowers shall have permanently terminated the Term Loan Facility by payment in full of all Term Loan Outstandings, together with all accrued and unpaid interest thereon, and (b) the Borrowers shall have fully, finally and irrevocably paid and satisfied in full all Obligations (other than Obligations consisting of continuing indemnities and other contingent Obligations of the Borrowers or any Guarantor that may be owing to the Lenders pursuant to the Loan Documents and expressly survive termination of this Agreement).

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York (Statistical Release H-15) on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent (in its individual capacity) on such day on such transactions as determined by the Agent.

"Fiscal Year" means the twelve month fiscal period of Miller commencing on the May 1 of each calendar year and ending on April 30 of the following calendar year; provided, that in the event Miller changes its Fiscal Year to a calendar fiscal year, "Fiscal Year" shall mean the twelve month fiscal period of Miller commencing on January 1 and ending on December 31 of each calendar year; and provided that in the event Miller changes its Fiscal Year to end on January 31 of each calendar year, "Fiscal Year" shall mean the twelve month fiscal period of Miller commencing on February 1 and ending on January 31 of each calendar year.

"Fiscal Year End" means the last day of a Fiscal Year and "Fiscal Year End" followed by a numerical year means the last day of such Fiscal Year.

"Foreign Benefit Law" means any applicable statute, law, ordinance, code, rule, regulation, order or decree of any nation other than the United States of America, or any province, state, territory, protectorate or other political subdivision of any such nation, regulating, relating to, or imposing liability or standards of conduct concerning, any Employee Benefit Plan.

"Foreign Subsidiary" means any Subsidiary of Miller that is not a Domestic Subsidiary.

"Four-Quarter Period" means a period of four full consecutive fiscal quarters of Miller and its Subsidiaries, taken together as one accounting period.

"GAAP" or "Generally Accepted Accounting Principles" means generally accepted accounting principles, being those principles of accounting which are set forth in pronouncements of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report.

"Government Securities" means direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America or any agency thereof.

9

"Governmental Authority" shall mean any Federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

"Guarantors" means, at any date, the Domestic Subsidiaries other than Miller Towing.

"Guarantors’ Obligations" has the meaning ascribed to such term in the Guaranty.

"Guaranty" means, collectively or individually as the context may indicate, (i) each Guaranty Agreement between one or more of the Guarantors and the Agent delivered pursuant to the terms of the Existing Credit Agreement, and (ii) any additional Guaranty Agreements delivered to the Agent pursuant to Section 7.19, substantially in the form of the existing Guaranty Agreements, as any such Guaranty Agreement may be hereafter amended, supplemented or restated from time to time.

"Hazardous Material" means and includes any pollutant, contaminant, or hazardous, toxic or dangerous waste, substance or material (including without limitation petroleum products, asbestos-containing materials and lead), the generation, handling, storage, transportation, disposal, treatment, release, discharge or emission of which is subject to any Environmental Law.

"Indebtedness" means with respect to any Person, without duplication, all liabilities, obligations and indebtedness of such Person to any Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, in each case to the extent such liabilities, obligations and indebtedness consist of (a) indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables, (b) obligations and liabilities of any other Person secured by any Lien on such Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included as Indebtedness of such Person only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) the principal amount of all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included as Indebtedness of such Person only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (e) obligations and liabilities in respect of Contingent Obligations with respect to Indebtedness of another Person; and (f) the present value of lease payments due under synthetic leases.

"Independent Distributors" means any and all distributors of the Borrowers which do not constitute Subsidiaries of Miller.

"Intellectual Property Security Agreement" means the Intellectual Property Security Agreement dated as of July 27, 1999 by the Borrowers and the Guarantors to the Agent, and any additional Intellectual Property Security Agreements by the Borrowers and the Guarantors to the Agent delivered pursuant to Section 7.19 hereof, as hereafter modified, amended or supplemented from time to time.

"Intercompany Accounts" means Accounts of Miller Towing with respect to which a Foreign Subsidiary located in Canada is the Account Debtor.

"Intercompany Security Documents" means each security agreement, pledge agreement, financing statement and other agreement, document and instrument, in each case executed by a Foreign Subsidiary located in Canada in favor of Miller Towing, securing the repayment of any Intercompany Account, such documents to be (a) in form and substance acceptable to the Agents and (b) collaterally assigned to the Agent pursuant to the Intercompany Security Documents Assignment.

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"Intercompany Security Documents Assignment" means the Collateral Assignment of Security Documents executed by Miller Towing in favor of the Agent for the benefit of itself and the Lenders, in form and substance acceptable to the Agents.

"Intercreditor Agreement" means the Intercreditor and Subordination Agreement dated as of the date hereof by and between the Agent, for the benefit of itself and the Lenders, and the Senior Agents.

"Lending Office" means, for each Lender, the "Lending Office" of such Lender (or of an affiliate of such Lender) designated on the signature pages hereof or such other office of such Lender (or an affiliate of such Lender) as such Lender may from time to time specify to the Agent and Miller by written notice in accordance with the terms hereof.

"Lien" means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purposes of this Agreement, Miller and any Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes.

"Loan" means the Term Loan.

"Loan Documents" means this Agreement, the Notes, the Guaranty, the Security Instruments, the Intercreditor Agreement, the VINtek Agreement, the Warrant Agreement, the Warrants, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender or the Agent in connection with the Loan made and transactions contemplated under this Agreement, as the same may be amended, supplemented or restated from time to time.

"Loan Parties" means the Borrowers, the Guarantors and any other Person (other than the Agent or the Lenders) party to any of the Loan Documents.

"Location" means, with respect to any operating place of business of Miller or any Subsidiary, the physical location thereof and all assets used in connection therewith.

"Material Adverse Effect" means a material adverse effect on (i) the business, properties, prospects, operations or condition, financial or otherwise, of Miller and its Subsidiaries, taken as a whole, (ii) the ability of the Loan Parties taken as a whole to pay or perform the obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Agent or any Lender under any Loan Document or the validity, legality or enforceability thereof.

"Material Contract" means any contract or agreement, written or oral, of Miller or any of its Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

"Material Foreign Subsidiary" means any Direct Foreign Subsidiary which (i) has total assets equal to or greater than 5% of the Consolidated Total Assets of Miller and its Subsidiaries (calculated as of the end of the most recent fiscal period for which financial statements have been delivered to the Agent pursuant to Section 7.1(a) or 7.1(b)) or (ii) has net income equal to or greater than 5% of the Consolidated Net Income of Miller and its Subsidiaries (calculated for the most recent fiscal period for which financial statements have been delivered pursuant to Section 7.1(a) or 7.1(b)).

"Miller" means Miller Industries, Inc., a Tennessee corporation having its principal place of business in Ooltewah, Tennessee.

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"Miller Borrowers" means "Miller Borrowers" as defined in the Senior Credit Agreement.

"Miller Financial" means Miller Financial Services Group, Inc., a Tennessee corporation and the direct wholly-owned subsidiary of Miller.

"Miller Towing" means Miller Industries Towing Equipment, Inc., a Delaware corporation and wholly owned subsidiary of Miller having its principal place of business in Ooltewah, Tennessee.

"Minimum Disposition Value" means, with respect to any asset (i) which is sold by the Borrowers in connection with an Asset Disposition, or (ii) with respect to which the Lien in favor of the Agent (on behalf of itself and the Lenders) and the Senior Agents (on behalf of itself and the Senior Lenders and the Senior L/C Issuer) is released in connection with any Debt Offering, the Net Proceeds received by the Borrowers in respect thereof, less the sum of (a) the Senior Collateral Value of such asset, if any, and (b) the amount of Required Payments with respect to such asset, if any.

"Moody’s" means Moody’s Investors Service, Inc.

"Mortgages" means, collectively, all Mortgages, Deeds of Trust and Deeds to Secure Debt or other comparable instrument granting a Lien to the Agent (or a trustee for the benefit of the Agent) for the benefit of the Lenders in Collateral constituting real property and fixtures, as such documents may be amended, modified or supplemented from time to time.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which Miller or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or has made, or been obligated to make, contributions within the preceding six (6) Fiscal Years.

"Municipal Obligations" means general obligations issued by, and supported by the full taxing authority of, any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated in the highest investment rating category by both S&P and Moody’s.

"Navistar Intercreditor Agreement" means that certain Intercreditor Agreement executed or to be executed by and among the Agent, the Senior Agents, and Navistar Financial Corporation documenting the terms previously disclosed to the Lenders and related terms ancillary thereto.

"Navistar Consignment Agreement" means that certain Consignment and Sales Agreement by and among the Navistar International Transportation Corp., Lee Smith, Inc., and Miller Towing documenting the terms previously disclosed to the Lenders and related terms ancillary thereto.

"Net Proceeds" means (a) from any Equity Offering or Debt Offering cash payments received by Miller or any Subsidiary therefrom as and when received, net of, without duplication, (i) all bona fide legal, accounting, banking and underwriting fees and expenses, commissions, discounts and other issuance expenses incurred in connection therewith and (ii) all taxes required to be paid or accrued as a consequence of such issuance, and (b) from any Asset Disposition, cash payments received by Miller or any Subsidiary therefrom (including any cash payments received pursuant to any note or other debt security received in connection with any Asset Disposition) as and when received, net of, without duplication, (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Asset Disposition and payable by the Borrowers in connection therewith (in each case, paid to non-Affiliate third parties), (ii) transfer taxes applicable to such Asset Disposition, (iii) amounts payable to holders of Liens senior to the Liens of the Agent (for the benefit of itself and the Lenders) and the Liens of the Senior Agents (for the benefit of themselves and the Senior Lenders and the Senior L/C Issuer (to the extent such Liens constitute Permitted Liens hereunder), if any, and (iv) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

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"Notes" means, collectively, the promissory notes of the Borrowers evidencing the Loan executed and delivered to the Lenders substantially in the form of Exhibit D, as amended, restated, modified, or supplemented.

"Obligations" means the obligations, liabilities and Indebtedness of the Borrowers or either of them with respect to (i) the principal and interest on the Loan as evidenced by the Notes, (ii) all liabilities of the Borrowers or either of them to any Lender which arise under a Swap Agreement, and (iii) the payment and performance of all other obligations, liabilities and Indebtedness of the Borrowers or either of them to the Lenders or the Agent hereunder, under any one or more of the other Loan Documents or with respect to the Loan.

"Off Balance Sheet Liability" of a Person means (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any sale and leaseback transaction which does not create a liability on the balance sheet of such Person, (iii) any liability under any financing lease or so-called "synthetic lease" transaction entered into by such Person or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person, but excluding operating leases.

"Operating Documents" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, or other legally authorized incorporated or unincorporated entity, the bylaws, operating agreement, partnership agreement, limited partnership agreement or other applicable documents relating to the operation, governance or management of such entity.

"Organizational Action" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action) or other similar official action, as applicable, taken by such entity.

"Organizational Documents" means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, articles of organization, certificate of limited partnership or other applicable organizational or charter documents relating to the creation of such entity.

"Outstandings" means, at any date, the total amount of Term Loan Outstandings on such date.

"Partially-Owned Subsidiary" means a Subsidiary in which Miller or one of Miller’s Subsidiaries owns less than 100% of the equity interest.

"PBGC" means the Pension Benefit Guaranty Corporation and any successor thereto.

"Pension Plan" means any employee pension benefit plan within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (i) is maintained for employees of Miller or any of its ERISA Affiliates or is assumed by Miller or any of its ERISA Affiliates in connection with any Acquisition or (ii) has at any time been maintained for the employees of Miller or any current or former ERISA Affiliate.

"Permitted Indebtedness" has the meaning assigned to such term in Section 8.4 hereof.

"Permitted Liens" has the meaning assigned to such term in Section 8.3 hereof.

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"Person" means an individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

"Pledge Agreement" means, collectively or individually as the context may indicate, (i) that certain Stock Pledge Agreement delivered pursuant to the terms of the Existing Credit Agreement between Miller and the Agent, (ii) that certain Stock Pledge Agreement delivered pursuant to the terms of the Existing Credit Agreement between certain Domestic Subsidiaries and the Agent, (iii) any Pledge Agreement, Share Charge, Debenture or similar instrument in form and substance reasonably acceptable to the Agent whereby Miller or a Domestic Subsidiary creates a security interest in favor of the Agent of not less than 65% of the outstanding capital stock of a Direct Foreign Subsidiary, and (iv) any additional Pledge Agreement delivered to the Agent pursuant to Section 7.19, as any of the foregoing may be hereafter amended, supplemented or restated from time to time.

"Pledged Stock" has the meaning assigned to such term in any Pledge Agreement.

"Post-Disposition Availability Requirement" means (i) $10,000,000 at any time prior to the sale of RoadOne Borrower Assets having a Senior Collateral Value, in the aggregate, greater than or equal to $35,976,338 and (ii) at any time thereafter, $9,000,000.

"Pre-Refunded Municipal Obligations" means obligations of any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated, based on the escrow, in the highest investment rating category by both S&P and Moody’s and which have been irrevocably called for redemption and advance refunded through the deposit in escrow of Government Securities or other debt securities which are (i) not callable at the option of the issuer thereof prior to maturity, (ii) irrevocably pledged solely to the payment of all principal and interest on such obligations as the same becomes due, and (iii) in a principal amount and bear such rate or rates of interest as shall be sufficient to pay in full all principal of, interest, and premium, if any, on such obligations as the same becomes due as verified by a nationally recognized firm of certified public accountants.

"Prime Rate" means the per annum rate of interest established from time to time by Bank of America as its prime rate, which rate may not be the lowest rate of interest charged by Bank of America to its customers.

"Principal Office" means the principal office of Bank of America located at Bank of America, N. A., Independence Center, 15th Floor, NC1-001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services, or such other office and address as the Agent may from time to time designate.

"Prior Loan Documents" has the meaning ascribed thereto in Section 1.3 hereof.

"Rate Hedging Obligations" means any and all obligations of Miller or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, Dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts, warrants and those commonly known as interest rate "swap" agreements; and (ii) any and all cancellations, buybacks, reversals, terminations or assignments of any of the foregoing.

"Regulation D" means Regulation D of the Board as the same may be amended or supplemented from time to time.

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"Repurchase Agreement" means a repurchase agreement entered into with any financial institution whose debt obligations or commercial paper are rated "A" by either of S&P or Moody’s or "A-1" by S&P or "P-1" by Moody’s.

"Required Lenders" means, as of any date, 100% of the Lenders on such date.

"Required Payments" means "Required Payments" as defined in the Intercreditor Agreement.

"Restricted Payment" means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or equity securities of Miller or any of its Subsidiaries (other than those payable or distributable solely to Miller or to a Subsidiary’s parent) now or hereafter outstanding, except a dividend payable solely in shares of a class of stock to the holders of that class; (b) any redemption, conversion, exchange, retirement or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other equity security of Miller or any of its Subsidiaries (other than those payable or distributable solely to Miller, Miller Towing or a Guarantor) now or hereafter outstanding; (c) any payment (other than to Miller, Miller Towing or a Guarantor) made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock or other equity security of Miller or any of its Subsidiaries now or hereafter outstanding; and (d) any issuance and sale of capital stock or other equity security of any Subsidiary of Miller (or any option, warrant or right to acquire such stock or other equity securities) other than the issuance and sale by Miller Towing or a Guarantor to Miller or a Domestic Subsidiary.

"RoadOne Borrowers" means "RoadOne Borrowers" as defined in the Senior Credit Agreement.

"RoadOne Borrower Assets" means assets owned by any of the RoadOne Borrowers.

"S&P" means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

"Security Agreement" means, collectively (or individually as the context may indicate), (i) the Security Agreement dated as of July 27, 1999 delivered pursuant to the terms of the Existing Credit Agreement by the Borrowers and Guarantors to the Agent, and (ii) any additional Security Agreement delivered to the Agent pursuant to the terms hereof, including Section 7.19, as hereafter modified, amended or supplemented from time to time.

"Security Instruments" means the Pledge Agreement, the Collateral Assignment of Interests, the Guaranty, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, the Assignment of Leases, the Assignment of Mortgage, the Intercompany Security Documents Assignment, any UCC-1 Financing Statements, charges, and all other documents and agreements executed and delivered in connection herewith granting to the Lenders Liens on any assets of the Borrowers, any Guarantor, or any other Person collaterally to secure payment and performance of the Obligations and the Guarantors’ Obligations under the Guaranty.

"Senior Agents" means the Senior Collateral Agent and the Senior Existing Titled Collateral Agent.

"Senior Borrowing Base" means the "Borrowing Base" as defined in the Senior Credit Agreement.

"Senior Collateral Agent" means The CIT Group/Business Credit, Inc., as Collateral Agent for the Senior Lenders and the Senior L/C Issuer under the Senior Credit Agreement.

"Senior Collateral Value" means, at the time of computation thereof, with respect to any asset of either of the Borrowers or any Subsidiary, the amount, in dollars, included in the Senior Borrowing Base at such date attributable to such asset, if any, or with respect to owned real estate and equipment not included in the Senior Borrowing Base, the amount advanced by the Senior Lenders on the Closing Date with respect to such real estate or equipment pursuant to the term loan portion of the Senior Facility, if any.

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"Senior Credit Agreement" has the meaning ascribed thereto in the recitals hereof and shall include any and all amendments, supplements, restatements or refinancings thereof.

"Senior Existing Titled Collateral Agent" means, Bank of America, as Existing Titled Collateral Agent for the Senior Lenders and the Senior L/C Issuer under the Senior Credit Agreement.

"Senior Facility" has the meaning ascribed thereto in the recitals hereof and shall include any amendment, restatement, refinancing or replacement thereof that does not violate Section 8.19 hereof.

"Senior Lenders" means the lenders party to the Senior Credit Agreement.

"Senior L/C Issuer" shall mean Bank of America, as the Senior Letter of Credit Issuer under the Senior Credit Agreement.

"Single Employer Plan" means any employee pension benefit plan covered by Title IV of ERISA in respect of which Miller or any Subsidiary is an "employer" as described in Section 4001(b) of ERISA and which is not a Multiemployer Plan.

"Solvent" means, when used with respect to any Person, that at the time of determination:

(i)     the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including Contingent Obligations;

(ii)     it is then able and expects to be able to pay its debts as they mature; and

(iii)     it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

"Stated Termination Date" means July 23, 2003.

"Subordinated Indebtedness" means all Indebtedness that is subordinated to the Term Loan Facility under its own terms or under any separate agreement of subordination, in each case upon terms satisfactory to the Agent.

"Subsidiary" means any corporation or other entity in which more than 50% of its outstanding voting stock or more than 50% of all equity interests is owned directly or indirectly by Miller and/or by one or more of Miller’s Subsidiaries or is otherwise required under GAAP to have its financial statements consolidated with those of Miller and its Subsidiaries.

"Swap Agreement" means one or more agreements between the Borrowers and any Lender with respect to Indebtedness evidenced by any or all of the Notes, on terms mutually acceptable to the Borrowers and such Lender and the Agent, which agreements create Rate Hedging Obligations.

"Term Loan" means the loan made pursuant to the Term Loan Facility in accordance with Article II.

"Term Loan Facility" means the facility described in Article II providing for a Term Loan to the Borrower by the Lenders in the original principal amount of $14,000,000.

"Term Loan Outstandings" means, as of any date of determination, the aggregate principal amount of the Term Loan then outstanding and all interest accrued thereon.

"Term Loan Termination Date" means (i) the Stated Termination Date or (ii) such earlier date of termination of Lenders’ obligations pursuant to Section 9.1 upon the occurrence of an Event of Default, or

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(iii) such date as the Borrower may voluntarily and permanently terminate the Term Loan Facility by payment in full of all Obligations incurred in connection with the Term Loan.

"Termination Event" means: (i) a "Reportable Event" described in Section 4043 of ERISA and the regulations issued thereunder (unless the notice requirement has been waived by applicable regulation); or (ii) the withdrawal of Miller or any ERISA Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA; or (iii) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the PBGC; or (v) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (vi) the partial or complete withdrawal of Miller or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any event or condition with respect to any Employee Benefit Plan that is regulated by any Foreign Benefit Law that results in such Employee Benefit Plan’s termination or the revocation of the Employee Benefit Plan’s authority to operate under the applicable Foreign Benefit Law.

"Total Commitment" means a principal amount equal to $14,000,000.

"Transition Date" means "Transition Date" as defined in the Senior Credit Agreement, as in effect on the date hereof.

"VINtek" means VINtek, Inc.

"VINtek Agreement" means that certain Custodial Administration Agreement dated as of the date hereof, among the Agent, the Senior Agents, the Borrowers, the Guarantors, and VINtek.

"Voting Stock" means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

"Warrant Agreement" means that certain Warrant Agreement by Miller in favor of the Lenders, substantially in the form of Exhibit G attached hereto and incorporated herein by reference, as the same may be modified, amended or supplemented from time to time.

"Warrants" has the meaning given such term in Section 2.9(b).

1.2.        Rules of Interpretation.

(a)       All accounting terms not specifically defined herein shall have the meanings assigned to such terms and shall be interpreted in accordance with GAAP applied on a Consistent Basis.

(b)       Each term defined in the Georgia Uniform Commercial Code shall have the meaning given therein unless otherwise defined herein, except to the extent that the Uniform Commercial Code of another jurisdiction is controlling, in which case such terms shall have the meaning given in the Uniform Commercial Code of the applicable jurisdiction.

(c)       The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof.

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(d)       Except as otherwise expressly provided, references herein to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to this Agreement.

(e)       All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require.

(f)       When used herein or in any other Loan Document, words such as "hereunder", "hereto", "hereof" and "herein" and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof.

(g)       References to "including" means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

(h)       All dates and times of day specified herein shall refer to such dates and times at Charlotte, North Carolina.

(i)       Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto.

(j)       Any reference to an officer of Miller or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions.

(k)       All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in the Loan Documents.

1.3       Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any of the foregoing, shall be and hereby are amended and restated in their entirety by the terms and provisions of this Agreement and the terms and conditions of the Existing Credit Agreement shall be superseded by this Agreement, except as expressly provided herein.

Notwithstanding the amendment and restatement of Existing Credit Agreement and certain of the related "Loan Documents" as defined in the Existing Credit Agreement (the "Prior Loan Documents") by this Agreement and the other Loan Documents as herein defined, all of the continuing indebtedness, liabilities and obligations owing by the Borrowers under the Existing Credit Agreement shall continue as Obligations hereunder and shall be and remain secured by the Security Instruments for the benefit of the Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents.

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ARTICLE II

The Term Loan

2.1.         Term Loan; Payment of Principal.   Subject to the terms and conditions of this Agreement, the remaining outstanding balance of the Existing Facility that is not repaid from the proceeds of the initial funding of the Senior Facility shall be deemed to be Term Loans made by the Lenders hereunder in accordance with their respective Applicable Commitment Percentages; provided that the aggregate amount of the Term Loans shall not exceed the amount of the Term Loan Facility. Borrowers shall cause the proceeds of the initial extensions of credit under the Senior Facility to be used on the closing date thereof to reduce the Existing Facility. In addition to any optional or mandatory prepayments as specified herein, the Borrowers shall make scheduled quarterly payments of principal on the Term Loans in one of the following three ways, as applicable (provided no principal payment shall be required to be made which would cause Excess Availability to be less than the Post-Disposition Availability Requirement after giving effect to such payment):

(i)       In the event Miller has elected to change its Fiscal Year to a calendar fiscal year:

(a)       On or before April 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the eight-month Period ending on December 31, 2001, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before March 31, 2002 covering the period of eight months beginning May 1, 2001 and ending December 31, 2001, and (II) for the Four-Quarter Period ending on December 31, 2001, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the four-month period beginning January 1, 2001 and ending April 30, 2001; and

(b)      On or before May 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on March 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before May 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(c)       On or before August 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on June 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before August 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before November 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on September 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before November 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before April 5, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on December 31, 2002 as shown on the audited financial reports required to be delivered to the Agent on or before March 31, 2003 pursuant to Section 7.1(a) hereof, after giving effect to such payment; or

(ii)       In the event Miller has elected to change its Fiscal Year to the twelve month fiscal period beginning February 1 of each calendar year and ending January 31 of each calendar year:

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(a)       On or before May 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the nine-month Period ending on January 31, 2002, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before April 30, 2002 covering the period of three fiscal quarters beginning May 1, 2001 and ending January 31, 2002, and (II) for the Four-Quarter Period ending on January 31, 2002, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the three-month period beginning February 1, 2001 and ending April 30, 2001; and

(b)       On or before June 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on April 30, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before June 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(c)       On or before September 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on July 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before September 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before December 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on October 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before December 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before May 5, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on January 31, 2003 as shown on the audited financial reports required to be delivered to the Agent on or before April 30, 2003 pursuant to Section 7.1(a) hereof, after giving effect to such payment; or

(iii)       In the event Miller has elected not to change its Fiscal Year:

(a)       On or before May 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00, after giving effect to such payment, (I) for the nine-month Period ending on January 31, 2002, as shown by audited financial reports (conforming to the requirements of Section 7.1(a)) to be delivered to the Agent on or before April 30, 2002 covering the period of three fiscal quarters beginning May 1, 2001 and ending January 31, 2002, and (II) for the Four-Quarter Period ending on January 31, 2002, as shown collectively by the audited financial reports delivered under (I) above and interim financial reports (conforming to the requirements of Section 7.1(b)) to be delivered to the Agent on or before March 15, 2002 covering the three-month period beginning February 1, 2001 and ending April 30, 2001; and

(b)       On or before August 5, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on April 30, 2002 as shown on the audited financial reports required to be delivered to the Agent on or before July 31, 2002 pursuant to Section 7.1(a) hereof, after giving effect to such payment; and

(c)       On or before September 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on July 31, 2002 as shown on the interim financial reports required

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to be delivered to the Agent on or before September 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(d)       On or before December 20, 2002, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on October 31, 2002 as shown on the interim financial reports required to be delivered to the Agent on or before December 15, 2002 pursuant to Section 7.1(b) hereof, after giving effect to such payment; and

(e)       On or before March 20, 2003, a principal payment equal to $875,000, provided Miller and its Subsidiaries maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.15 to 1.00 for the Four-Quarter Period ending on January 31, 2003 as shown on the interim financial reports required to be delivered to the Agent on or before March 15, 2003 pursuant to Section 7.1(b) hereof, after giving effect to such payment.

In the event that Miller and its Subsidiaries should fail to maintain the Consolidated Fixed Charge Coverage Ratio required to be maintained, as described above, or should fail to maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement, in each case prior to making (and after giving effect to) any principal prepayment otherwise required as described above, Borrowers shall be required to make a partial principal payment equal to the lesser of (i) the maximum amount which would be allowable in order to cause the Consolidated Fixed Charge Coverage Ratio (calculated as described above), after giving effect to such partial payment, to be equal to 1.15 to 1.00, and (ii) the maximum amount which would be allowable in order cause Excess Availability to be equal to the Post-Disposition Availability Requirement. All unpaid amounts of any scheduled principal payments, together with any unpaid amounts of mandatory principal prepayments under Section 2.7(iii), shall be added to the amount of the next following scheduled principal payment and shall be due and payable therewith, so long as the Consolidated Fixed Charge Coverage Ratio (calculated as described above), after giving effect to such scheduled payment (as increased) is greater than or equal to 1.15 to 1.00, and so long as Excess Availability, after giving effect to such scheduled payment (as increased) is greater than or equal to the Post-Disposition Availability Requirement. The entire unpaid principal amount of Outstandings shall be due and payable in full on the Term Loan Termination Date.

2.2.        Payment of Interest.

(a)       The Borrowers shall pay interest to the Agent for the account of each Lender on the outstanding and unpaid principal amount of the Loan made by such Lender at the then applicable Base Rate; provided, however, that if any amount shall not be paid when due (at maturity, by acceleration or otherwise, but excluding when any such payment is a principal payment which is not permitted to be made pursuant to the terms of the Intercreditor Agreement) or if any other Event of Default shall have occurred and be continuing hereunder, all amounts outstanding hereunder shall bear interest thereafter at the Default Rate from the date such Event of Default occurred until the date such Event of Default is cured or waived; provided that interest shall accrue at the Default Rate on any such past due amount but shall not be payable if the Lenders or the Agent are not permitted to receive payment of such amount under the terms of the Intercreditor Agreement.

(b)       Interest shall be computed on the basis of a year of 365/366 days, and in each case calculated for the actual number of days elapsed. Interest on the Loan shall be paid (i) monthly in arrears on the last Business Day of each month commencing July 31, 2001 and (ii) on the Term Loan Termination Date.

2.3.       Non-Conforming Payments.

(a)       Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Term Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds before 12:30 P.M. on the date such payment is due. The Borrowers shall give the Agent prior written notice of any such payment of principal prior to 11:00 A.M. on the date of such payment. The Agent may, at the election of the Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any of the Borrowers with the Agent.

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(b)       The Agent shall deem any payment made by or on behalf of the Borrowers hereunder that is not made both (i) in Dollars and in immediately available funds and (ii) prior to 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (A) the time such funds become available funds and (B) the next Business Day. Any non-conforming payment shall constitute a Default or Event of Default. The Agent shall give prompt telephonic or telefacsimile notice to the Borrowers if a non-conforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable.

(c)       In the event that any payment hereunder or under the Notes evidencing the Term Loan becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

2.4.       Notes. The portion of the Term Loan made by each Lender shall be evidenced by a Note in substantially the form of Exhibit D payable to the order of such Lender in the respective amount of its Applicable Commitment Percentage of the Total Commitment, which Note shall be dated the Closing Date or a later date pursuant to an Assignment and Acceptance and shall be duly completed, executed and delivered by the Borrowers. Each Note (and any note or other instrument issued as a full or partial substitution or replacement therefor) shall contain the subordination legend set forth on the Form of Note attached as Exhibit D.

2.5.       Pro Rata Payments. Except as otherwise provided herein, (a) each payment on account of the principal of and interest on the Term Loan and fees payable under Section 2.9 shall be made to the Agent for the account of the Lenders pro rata based on their Applicable Commitment Percentages, (b) all payments to be made by the Borrowers for the account of each of the Lenders on account of principal, interest and fees, shall be made without diminution, setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute to the Lenders in immediately available funds payments received in fully collected, immediately available funds from the Borrowers.

2.6.       Optional Prepayments. Subject to the terms and conditions of the Senior Credit Agreement and the Intercreditor Agreement, the Borrower may prepay the Term Loan in whole or in part from time to time on any Business Day, without penalty or premium, upon at least three (3) Business Days’ telephonic notice from an Authorized Representative (effective upon receipt) to the Agent prior to 10:30 A.M., which notice shall be irrevocable. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice. Any prepayment, shall be made at a prepayment price equal to (i) the amount of principal to be prepaid, plus (ii) all accrued and unpaid interest on the amount so prepaid, to the date of prepayment.

2.7.       Mandatory Prepayments. In addition to the required payments of principal of the Loan set forth in Section 2.1 and any optional payments of principal of the Term Loan effected under Section 2.6, and subject to the terms and conditions of the Senior Credit Agreement and the Intercreditor Agreement, the Borrower shall make the following required prepayments of the Loan, each such payment to be made to the Agent for the benefit of the Lenders within the time period specified below:

(i)       Equity Offerings. Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment from the Net Proceeds of any Equity Offering which constitutes "Permitted Refinancing Stock" as defined in the Senior Credit Agreement in an amount equal to 100% of such Net Proceeds. Each such prepayment shall be made within five (5) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business Days’ written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.

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(ii)       Debt Offerings. Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment in an amount equal to the Minimum Disposition Value of any asset or assets with respect to which the Agent (on behalf of itself and the Lenders) and each Senior Agent (on behalf of itself and the Senior Lenders and the Senior L/C Issuer) release the Lien in their favor in connection with any Debt Offering. Each such prepayment shall be made within five (5) Business Days of receipt of any Net Proceeds from such Debt Offering and upon not less than three (3) Business Days’ written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.

(iii)       Asset Dispositions. In the event of any Asset Disposition by Miller or any Subsidiary (other than Asset Dispositions in an amount not in excess of $100,000 which do not involve the sale of all or substantially all of the assets of any single Location), Miller shall make, or shall cause each applicable Subsidiary to make, a prepayment in connection with any Asset Disposition in an amount equal to the Minimum Disposition Value of the asset being disposed of, so long as Miller and its Subsidiaries maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement after giving effect to such payment; provided if Miller and its Subsidiaries should fail to maintain Excess Availability of greater than or equal to the Post-Disposition Availability Requirement prior to making (and after giving effect to) any principal prepayment otherwise required as described above, Borrowers shall be required to make a partial prepayment equal to the maximum amount which would be allowable in order to cause Excess Availability to be equal to the Post-Disposition Availability Requirement. Each such prepayment shall be made within five (5) Business Days of receipt of any proceeds of such Asset Disposition and upon not less than three (3) Business Days’ written notice to the Agent, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of such prepayment. All unpaid amounts of any principal prepayments otherwise required to be paid but for the proviso at the end of the first sentence of this subsection (iii) shall be added to the amount of the next following scheduled principal payment under Section 2.1 hereof, and shall be due and payable therewith, so long as the Consolidated Fixed Charge Coverage Ratio (calculated as described in Section 2.1), after giving effect to such scheduled payment (as increased hereby) is greater than or equal to 1.15 to 1.00, and so long as Excess Availability, after giving effect to such scheduled payment (as increased hereby) is greater than or equal to the Post-Disposition Availability Requirement.

All mandatory prepayments made and allocable to the Term Loan Facility pursuant to this Section 2.7 shall be applied to the principal amount remaining outstanding under the Term Loan (as adjusted to give effect to any prior payments or prepayments of principal) and shall be accompanied by payment by the Borrowers of accrued and unpaid interest on the amounts prepaid.

2.8.       Use of Proceeds. The proceeds of the Loan shall be used by the Borrowers and Guarantors together with the proceeds of the Senior Facility, to pay certain of the outstanding indebtedness under the Existing Credit Facility, and for general working capital needs, capital expenditures and other corporate purposes.

2.9.       Commitment Fee; Warrants.

(a)       If there are Outstandings on the first Business Day that occurs six (6) months, twelve (12) months, eighteen (18) months, or twenty-four (24) months after the Closing Date, the Borrowers agree to pay to the Agent, for the pro rata benefit of the Lenders based on their Applicable Commitment Percentages, on the Term Loan Termination Date a commitment fee equal to the Commitment Fee Rate for each such date multiplied by the total amount of Outstandings on each such date.

(b)       The Borrowers agree to provide to the Lenders pursuant to the Warrant Agreement, based on their Applicable Commitment Percentages, exercisable stock warrants in form and substance satisfactory to the Agent and the Lenders (the "Warrants"), as follows:

(i)       On or before the fifth Business Day one year after the Closing Date (the "One-Year Anniversary"), Warrants granting the number of shares of common stock of Miller equal to the product of (A) the aggregate outstanding principal balance of the Term Loans as of the One-Year Anniversary divided by the Total Commitment, times (B) 0.5% of the number of outstanding shares of common stock of Miller as of the One-Year

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Anniversary. The exercise price for the shares granted by such Warrants shall be equal to the average closing price of such shares on the New York Stock Exchange or other principal securities market on which such shares are then traded (the "Exchange") for the twenty (20) consecutive trading days prior to the One-Year Anniversary, or if such shares are no longer listed on the Exchange, such price as is determined under the terms of the Warrant Agreement and the Warrants. Such Warrants must be exercised not later than seven (7) years after the Closing Date.

(ii)       On or before the fifth Business Day two years after the Closing Date (the "Two-Year Anniversary"), Warrants granting the number of shares of common stock of Miller equal to the product of (A) the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary divided by the Total Commitment, times (B) 1.5% of the number of outstanding shares of common stock of Miller as of the Two-Year Anniversary. The exercise price for the shares granted by such Warrants shall be equal to the average closing price of such shares on the Exchange for the twenty (20) consecutive trading days prior to the Two-Year Anniversary, or if such shares are no longer listed on the Exchange, such price as is determined under the terms of the Warrants. Such Warrants must be exercised not later than eight (8) years after the Closing Date.

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ARTICLE III

Security

3.1.        Ratification of Existing Security Instruments. The Borrowers and Guarantors hereby acknowledge and agree that the Obligations hereunder shall be and remain secured by the Liens and security interests created or granted by the existing Security Instruments for the benefit of the Agent and the Lenders, and shall remain perfected by the existing filings and recordations made in favor of the Agent for the benefit of the Lenders.

3.2.       Assignment of Mortgage; Intercompany Security Documents Assignment . The Borrowers hereby agree to execute and deliver or cause to be executed and delivered the Assignment of Mortgage and the Intercompany Security Documents Assignment.

3.3.       Guaranty. The Borrowers hereby agree to cause each hereafter acquired or created Domestic Subsidiary to execute and deliver a Guaranty pursuant to the terms of Section 7.19. The Borrowers and the Guarantors further acknowledge and agree that the Obligations hereunder shall be and remain guaranteed by the Guarantors under the Guaranties executed by them pursuant to the Existing Credit Agreement.

3.4.       Stock Pledge. The Borrowers hereby agree that they shall, and shall cause each applicable Subsidiary to, execute and deliver a Pledge Agreement which shall pledge to the Agent for the benefit of the Lenders (y) 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of any hereafter acquired or created Domestic Subsidiary and (z) 65% (or such lesser percentage as such Person shall own) of the Voting Stock of any hereafter acquired or created Direct Foreign Subsidiary, in each case pursuant to the terms of Section 7.19.

3.5.       Security Interests. The Borrowers hereby agree to cause the Security Instruments to be delivered by any hereafter acquired or created Domestic Subsidiary pursuant to the terms of Section 7.19 hereof.

3.6.       Further Assurances. At the request of the Agent, the Borrowers will, and will cause each Subsidiary to, execute by their respective duly authorized officers, alone or with the Agent, any certificate, instrument, statement or document and will procure any such certificate, instrument, statement or document (and pay all connected costs) which the Agent reasonably deems necessary to create, continue or preserve the Liens (and the perfection and priority thereof) of the Agent for the benefit of the Lenders contemplated hereby and by the other Loan Documents.

3.7.       Intercreditor Matters. Each Lender from time to time party hereto, the Agent and the Borrowers hereby consent to and agree with the terms of the Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each Obligation (including Obligations arising with respect to the Guaranty) now existing or hereafter arising and each Lien in all Collateral now owned or hereafter acquired and all remedies available with respect to such Obligation or Collateral are subject to the terms of the Intercreditor Agreement, and (ii) direct the Agent on their behalf to enter into the Intercreditor Agreement and irrevocably consents to the service by Bank of America in the capacity of Junior Agent and Senior Existing Titled Collateral Agent under the terms of the Intercreditor Agreement and the Senior Credit Agreement.

ARTICLE IV

Change in Circumstances

4.1.       Increased Cost and Reduced Return. (a) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation

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controlling such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

(b)       Each Lender shall promptly notify the Borrowers and the Agent of any event of which it has actual knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to the Borrowers and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. No Lender or any parent corporation shall be entitled to receive compensation for amounts incurred more than 180 days prior to delivery of such notice.

4.2.       Taxes.   (a)   Any and all payments by the Borrowers to or for the account of any Lender or the Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (or its Lending Office) or the Agent (as the case may be) is organized or any political subdivision thereof, except withholding taxes applicable to a Lender (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers or the Lender shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.6) such Lender or the Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) the Borrowers shall furnish to the Agent, at its address referred to in Section 10.2, the original or a certified copy of a receipt evidencing payment thereof.

(b)       In addition, the Borrowers agree to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

(c)       The Borrowers agree to indemnify each Lender and the Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 4.6) paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.

(d)       Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrowers or the Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrowers and the Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Loan Documents or, (b) if such Lender is not a "bank" within the meaning of Section

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881(c)(3)(A) of the Code and which intends to claim exemption from U.S. Federal withholding tax under Section 871(h) of 881(c) of the Code with respect to payments of "portfolio interest," a form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of either of the Borrowers and is not a controlled foreign corporation related to either of the Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender claiming complete exemption from, or a reduced rate of, U.S. Federal withholding tax on payments of interest by the Borrowers under this Agreement and the other Loan Documents.

(e)       For any period with respect to which a Lender has failed to provide the Borrowers and the Agent with the appropriate form pursuant to Section 4.6(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 4.6(a) or 4.6(b) with respect to Taxes imposed by the United States; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes at such Lender’s expense.

(f)       If the Borrowers are required to pay additional amounts to or for the account of any Lender pursuant to this Section 4.2, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender.

(g)       Within thirty (30) days after the date of any payment of Taxes, the Borrowers shall furnish to the Agent evidence of such payment and the Agent shall provide a copy of such evidence to the applicable Lender.

(h)       Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 4.2 shall survive the payment in full of the Notes.

4.3.       Lending Office. Without affecting its rights under this Article IV or any other provision of this Agreement, each Lender agrees that if there is any increase in cost to or reduction in an amount receivable by such Lender with respect to which the Borrowers would be obligated to compensate such Lender pursuant to this Article IV, such Lender shall use reasonable efforts to elect an alternative lending office (to the extent such Lender has available to it such an office) which would not result in any such increase in any cost to or reduction in any amount receivable by such Lender; provided, however, that no Lender shall be obligated to select an alternative Lending Office if such Lender determines, in its sole discretion, that (i) as a result of such selection such Lender would be in violation of any applicable law, regulation, treaty or guideline, or would incur additional costs or expenses or (ii) such selection would be inadvisable for regulatory reasons or would impose an unreasonable burden or additional costs on such Lender.

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ARTICLE V

Conditions to Making Loan

5.1.       Conditions of Making Loan. The obligations of the Lenders to make the Loan available are subject to the conditions precedent that:

(a)       the Agent shall have received on or prior to the Closing Date, in form and substance satisfactory to the Agent and Lenders, the following:

(i)       executed originals of each of this Agreement, the Notes, the Guaranty, the Security Instruments, the Intercreditor Agreement and the other Loan Documents (other than the Warrants), together with all schedules and exhibits thereto;

(ii)       the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsel to the Agent, substantially in the form of Exhibit E hereto;

(iii)       resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each of the Loan Parties certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof;

(iv)       specimen signatures of officers of each of the Loan Parties executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary of such Person;

(v)       the Organizational Documents of each of the Loan Parties other than Immaterial Subsidiaries certified as of a recent date by the Secretary of State of its state of organization;

(vi)       the Operating Documents of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary;

(vii)       certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties other than Immaterial Subsidiaries as to the due existence and good standing of such Person or the equivalent, if any, in foreign jurisdictions;

(viii)       appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the Loan Parties other than Immaterial Subsidiaries as of a recent date by the Secretary of State or comparable official of each jurisdiction, if any, in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect;

(ix)       copies of all partnership, joint venture or other organizational agreements certified as true and complete by the Secretary or Assistant Secretary of the Loan Party party thereto;

(x)       receipt and satisfactory review of final executed versions of all documents governing or evidencing the Senior Facility;

(xi)       receipt and satisfactory review of consolidated interim financial statements of Miller and its Subsidiaries as of April 30, 2001;

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(xii)       receipt and satisfactory review of all reports filed with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since April 30, 2000;

(xiii)       notice of appointment of the initial Authorized Representative(s);

(xiv)       all schedules to the Credit Agreement and the other Loan Documents which shall be reviewed by and satisfactory to the Agent;

(xv)       evidence that all fees and expenses payable on the Closing Date by the Borrowers to the Agent and the Lenders in connection herewith and with the Existing Credit Agreement (except as otherwise provided by Section 7.24 hereof) have been paid in full;

(xvi)       Uniform Commercial Code search results with respect to all Loan Parties other than Immaterial Subsidiaries showing only Permitted Liens;

(xvii)       UCC-1 financing statements duly executed by the Borrowers and each Guarantor and applicable Subsidiary and in proper form for filing for all locations required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a first or second priority Lien (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) as to items of Collateral in which a security interest may be perfected by the filing of financing statements and for which financing statements have not yet been filed to the Agent’s satisfaction;

(xviii)       evidence satisfactory to the Agent that the Borrowers have entered into, together with all other parties thereto including the Senior Agents and the Senior Lenders, the Senior Credit Agreement, satisfactory in form and substance to the Agent and the Lenders, that all conditions precedent to the initial extensions of credit thereunder have been fulfilled (other than the effectiveness of this Agreement), and that proceeds thereof have been received by the Agent and the Lenders in an amount of $82,180,570.84 and applied to the repayments of outstanding Indebtedness of the Borrowers in favor of the Agent and the Lenders under the Existing Facility;

(xix)       a certified copy of all Intercompany Security Documents, and such other documents, instruments, certificates and opinions (including opinions of foreign counsel with respect to the liens of Miller Towing under the Intercompany Security Documents, if required by the Agent) as the Agent or any Lender may reasonably request in connection with the above, including the due perfection of a first or second priority security interest (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) in the Intercompany Security Documents; and

(xx)       such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request in connection with the consummation of the transactions contemplated hereby, including the due perfection of a first or second priority security interest (as applicable in accordance with the terms hereof and of the Intercreditor Agreement) in all Collateral;

(b)       In the good faith judgment of the Agent and the Lenders:

(i)       There shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning Miller and its Subsidiaries delivered to the Agent prior to the making of the initial Loan that has had or could reasonably be expected to result in a Material Adverse Effect;

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(ii)       No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened that has had or could reasonably be expected to have a Material Adverse Effect on Miller or its Subsidiaries or on the ability of Miller and the other Loan Parties taken as a whole to perform their obligations under the Loan Documents;

(iii)       The Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Loan Parties is a party or by which any of them or their properties is bound; and

(iv)       There shall not have occurred or exist (A) an engagement in hostilities by the United States of America or other national or international emergency or calamity, (B) a general suspension of or material limitation on trading on the New York Stock Exchange or other national securities exchange, (C) the declaration of a general banking moratorium by any applicable Governmental Authority or the imposition by any applicable Governmental Authority of any material limitation on transactions of the type contemplated by the Loan Documents, or (D) any other material disruption of financial or capital markets that could reasonably be expected to adversely affect the transactions contemplated under the Loan Documents.

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ARTICLE VI

Representations and Warranties

Each of the Borrowers represents and warrants with respect to itself and to its Subsidiaries (which representations and warranties shall survive the delivery of the documents mentioned herein and the making of the Loan), that:

6.1.       Organization and Authority.

(a)       Miller and each Subsidiary is a corporation or other entity duly organized and validly existing under the laws of the jurisdiction of its formation;

(b)       Miller and each Subsidiary (x) has the requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Loan Documents, and (y) is qualified to do business in every jurisdiction in which the conduct of its business or ownership of its assets requires it to be so qualified and in which the failure to so qualify would have a Material Adverse Effect;

(c)       Each Borrower has the power and authority to execute, deliver and perform this Agreement and the Notes, and to borrow hereunder, and to execute, deliver and perform each of the other Loan Documents to which it is a party;

(d)       Each Guarantor has the power and authority to execute, deliver and perform the Guaranty and each of the other Loan Documents to which it is a party; and

(e)       When executed and delivered, each of the Loan Documents to which any Loan Party is a party will be the legal, valid and binding obligation or agreement of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity).

6.2.       Loan Documents. The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party:

(a)       have been duly authorized by all requisite Organizational Action (including any required shareholder or partner approval) of such Loan Party required for the lawful execution, delivery and performance thereof;

(b)       do not violate any provisions of (i) applicable law, rule or regulation, (ii) any judgment, writ, order, determination, decree or arbitral award of any Governmental Authority or arbitral authority binding on such Loan Party or any Subsidiary or its properties, or (iii) the Organizational Documents or Operating Documents of such Loan Party;

(c)       does not and will not be in conflict with, result in a breach of or constitute an event of default, or an event which, with notice or lapse of time or both, would constitute an event of default, under any contract, indenture, agreement or other instrument or document to which such Loan Party or any Subsidiary is a party, or by which the properties or assets of such Loan Party are bound; and

(d)       except as provided in the Security Instruments, does not and will not result in the creation or imposition of any Lien upon any of the properties or assets of such Loan Party or any Subsidiary.

6.3.       Solvency. Each Loan Party is Solvent after giving effect to the transactions contemplated by the Loan Documents and the Senior Facility.

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6.4.       Subsidiaries and Stockholders. Miller has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 7.19; Schedule 6.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by Miller or by any such Subsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Miller and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 6.4, free and clear of any Lien other than Permitted Liens.

6.5.       Ownership Interests. Miller owns no interest in any Person other than the Persons listed in Schedule 6.4, equity investments in Persons not constituting Subsidiaries permitted under Section 8.6 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 7.19.

6.6.       Financial Condition.

(a)       Miller has heretofore furnished to each Lender (i) an audited consolidated balance sheet of Miller and its Subsidiaries as at April 30, 2000, and the notes thereto and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended as examined and certified by Arthur Andersen LLP and (ii) an unaudited consolidated interim balance sheet of Miller and its Subsidiaries as at April 30, 2001, and the notes thereto and the related consolidated statements of income and cash flows for the interim periods then ended. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of Miller and its Subsidiaries as of the end of such Fiscal Year and interim period and results of their operations for the Fiscal Year and interim period then ended and the changes in its stockholders’ equity for the Fiscal Year then ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments;

(b)       since April 30, 2000, there has been no material adverse change in the condition, financial or otherwise, of Miller and its Subsidiaries taken as a whole or in the businesses, properties, performance, prospects or operations of Miller and its Subsidiaries taken as a whole, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and

(c)       except as set forth in the financial statements referred to in Section 6.6(a) or in Schedule 6.6 or permitted by Section 8.4, neither Miller nor any Subsidiary has incurred, other than in the ordinary course of business, any Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

6.7.       Title to Properties. Miller and each of its Subsidiaries has title to all its real and personal properties, subject to no transfer restrictions or Liens of any kind, except for the transfer restrictions and Liens described in Schedule 6.7 and transfer restrictions and Liens permitted by Section 8.3.

6.8.       Taxes. Miller and each of its Subsidiaries has filed or caused to be filed all federal, state and local tax returns which are required to be filed by it and, except for taxes and assessments being contested in good faith by appropriate proceedings diligently conducted and against which reserves reflected in the financial statements described in Section 6.6(a) and satisfactory to Miller’s independent certified public accountants have been established, have paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due and the failure of which would reasonably be expected to have a Material Adverse Effect.

6.9.       Other Agreements. No Loan Party nor any Subsidiary is

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(a)       a party to or subject to any judgment, order, decree, agreement, lease or instrument, or subject to other restrictions, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;

(b)       in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which Miller or any Subsidiary is a party, which default has, or if not remedied within any applicable grace period could reasonably be expected to have, a Material Adverse Effect; or

(c)       a party to or bound by any agreement with any other Person (other than the Agent and the Lenders pursuant to this Agreement or any other Loan Document or the Senior Agents, the Senior Lenders and the Senior L/C Issuer pursuant to the Senior Credit Agreement and the Intercreditor Agreement) which prohibits, limits or restricts the ability of any Subsidiary to make any payments, directly or indirectly, to Miller by way of dividends, advances, repayments of loans or advances, or other returns on investments, or by any other agreement or arrangement which restricts the ability of any Subsidiary to make any payment, directly or indirectly, to Miller.

6.10.        Litigation. Except as set forth in Schedule 6.10, there is no action, suit, investigation or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body pending, or, to the best knowledge of the Borrowers, threatened by or against Miller or any Subsidiary or affecting Miller or any Subsidiary or any properties or rights of Miller or any Subsidiary, which could reasonably be expected to have a Material Adverse Effect. With respect to those matters set forth on Schedule 6.10, the Borrowers believe that none of the matters, individually or in the aggregate, will have a Material Adverse Effect.

6.11.       Margin Stock. The proceeds of the borrowings made hereunder will be used by the Borrowers only for the purposes expressly authorized herein. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might constitute the Loan under this Agreement a "purpose credit" within the meaning of said Regulation U or Regulation X (12 C.F.R. Part 224) of the Board. Neither the Borrowers nor any agent acting in their behalf has taken or will take any action which might cause this Agreement or any of the documents or instruments delivered pursuant hereto to violate any regulation of the Board or to violate the Exchange Act or the Securities Act of 1933, as amended, or any state securities laws, in each case as in effect on the date hereof.

6.12.       Investment Company. No Loan Party nor any Subsidiary is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C. &sec; 80a-1, et seq.). The application of the proceeds of the Loan and repayment thereof by the Borrowers and the performance by the Loan Parties of the transactions contemplated by the Loan Documents will not violate any provision of said Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder, in each case as in effect on the date hereof.

6.13.       Patents, Etc. Miller and each Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights necessary to or used in the conduct of its businesses as now conducted and as contemplated by the Loan Documents, in all cases without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, other proprietary right of any other Person, which conflict is reasonably likely to have a Material Adverse Effect.

6.14.       No Untrue Statement. Neither (a) this Agreement nor any other Loan Document or certificate or document executed and delivered by or on behalf of Miller or any other Loan Party in accordance with or pursuant to any Loan Document nor (b) any statement, representation, or warranty provided to the Agent in connection with the negotiation or preparation of the Loan Documents contains any misrepresentation or untrue statement of material fact or omits to state a material fact necessary, in light of the circumstance under which it was made, in order to make any such warranty, representation or statement contained therein not misleading.

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6.15.       No Consents, Etc. Neither the respective businesses or properties of the Loan Parties or any Subsidiary, nor any relationship among the Loan Parties or any Subsidiary and any other Person, nor any circumstance in connection with the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person on the part of any Loan Party or any Subsidiary as a condition to the execution, delivery and performance of, or consummation of the transactions contemplated by the Loan Documents, or if so, such consent, approval, authorization, filing, registration or qualification has been duly obtained or effected, or shall have been obtained or effected prior to the Closing Date, as the case may be, except for filings necessary to perfect the Liens on the Collateral.

6.16.       Employee Benefit Plans.

(a)       Miller, each ERISA Affiliate and each Subsidiary is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder and in compliance with all Foreign Benefit Laws and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except for failures to so comply that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined, or Miller or such ERISA Affiliate or its Subsidiaries is in the process of obtaining a determination by the Internal Revenue Service, to be so qualified, each trust related to such Employee Benefit Plan has been determined to be exempt under Section 501(a) of the Code, and each Employee Benefit Plan subject to any Foreign Benefit Law has received the required approvals by any Governmental Authority regulating such Employee Benefit Plan. No material liability has been incurred by Miller or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

(b)       Neither Miller, any ERISA Affiliate nor any Subsidiary has (i) engaged in a nonexempt prohibited transaction described in Section 4975 of the Code or Section 406 of ERISA affecting any of the Employee Benefit Plans or the trusts created thereunder which could subject any such Employee Benefit Plan or trust to a material tax or penalty on prohibited transactions imposed under Code Section 4975 or ERISA, (ii) incurred any accumulated funding deficiency with respect to any Employee Benefit Plan, whether or not waived, or any other material liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan which contributions or payments is in excess of $250,000 individually or in the aggregate with other such failed contribution or payment to a Multiemployer Plan, (iv) failed to make a required installment or other required material payment under Section 412 of the Code, Section 302 of ERISA or the terms of such Employee Benefit Plan, or (v) failed to make a required contribution or payment under, or otherwise failed to operate in material compliance with, any Foreign Benefit Law regulating any Employee Benefit Plan;

(c)       No Termination Event has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan, and neither Miller nor any ERISA Affiliate has incurred any unpaid withdrawal liability with respect to any Multiemployer Plan, which event or liability could reasonably be expected to have a Material Adverse Effect;

(d)       The present value of all vested accrued benefits under each Employee Benefit Plan which is subject to Title IV of ERISA or whose funding is regulated by any Foreign Benefit Law, did not, as of the most recent valuation date for each such plan, exceed the then current value of the assets of such Employee Benefit Plan allocable to such benefits;

(e)       To the best of the Borrowers’ knowledge, each Employee Benefit Plan subject to Title IV of ERISA or the funding of which is regulated by any Foreign Benefit Law, maintained by Miller, any ERISA Affiliate or any Subsidiary, has been administered in accordance with its terms in all material respects and is in compliance in all material respects with all applicable requirements of ERISA, all Foreign Benefit Laws, and other applicable laws, regulations and rules;

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(f)       The consummation of the Loan provided for herein will not involve any prohibited transaction under ERISA which is not subject to a statutory or administrative exemption; and

(g)       No proceeding, claim, lawsuit and/or investigation exists or, to the best knowledge of the Borrowers after due inquiry, is threatened concerning or involving any Employee Benefit Plan, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

6.17.       No Default. As of the date hereof, and after giving effect to the consummation of this Agreement and the Senior Credit Agreement, there does not exist any Default or Event of Default hereunder.

6.18.       Environmental Matters.     (a)      Miller and each Subsidiary is in compliance with all applicable Environmental Laws in all material respects and has been issued and currently maintains or is pursuing all required federal, state, local and foreign permits, licenses, certificates and approvals. Neither Miller nor any Subsidiary has been notified of any pending or threatened action, suit, proceeding or investigation, and neither Miller nor any Subsidiary is aware of any fact, which (i) calls into question, or could reasonably be expected to call into question, compliance by Miller or any Subsidiary with any Environmental Laws, (ii) which seeks, or could reasonably be expected to form the basis of a meritorious proceeding to seek, to suspend, revoke or terminate any license, permit or approval necessary for the generation, handling, storage, treatment or disposal of any Hazardous Material or the operation of Miller’s or any Subsidiary’s business or facility, (iii) seeks to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of Miller or any Subsidiary to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law, or (iv) constitutes a reasonable basis to conclude that Miller or a Subsidiary is a potentially responsible party with regard to any release or threatened release of a Hazardous Material, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect; and

(b)       Neither Miller nor any Subsidiary, nor, to the best of the Borrowers’ knowledge, any previous owner or operator of any real property owned or operated by Miller or any Subsidiary or any other Person, has managed, generated, stored, released, treated, or disposed of any Hazardous Material on any portion of such property, or transferred or caused to be transferred any Hazardous Material from such property to any other location except in compliance in all material respects with all Environmental Laws. Except for Hazardous Materials necessary for the routine maintenance of the properties owned or operated by Miller and its Subsidiaries or as brought on to such properties in the ordinary course of Miller’s or such Subsidiary’s business, which Hazardous Material shall be used in accordance with all applicable Environmental Laws, the Borrowers covenant that they shall, and shall cause each Subsidiary to, not permit any Hazardous Materials to be brought on to the real property owned or operated by Miller and its Subsidiaries, or if so brought or found located thereon, shall be immediately removed, with proper disposal, and all environmental cleanup requirements shall be diligently undertaken pursuant to all Environmental Laws.

6.19.       Employment Matters.     (a)     Except as set forth in Schedule 6.19, none of the employees of Miller or any Subsidiary is subject to any collective bargaining agreement and there are no strikes, work stoppages, election or decertification petitions or proceedings, unfair labor charges, equal opportunity proceedings, or other material labor/employee related controversies or proceedings pending or, to the best knowledge of the Borrowers, threatened against Miller or any Subsidiary or between Miller or any Subsidiary and any of its employees, other than (in each of the foregoing cases) employee grievances arising in the ordinary course of business which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and

(b)       Except to the extent a failure to maintain compliance would not have a Material Adverse Effect, Miller and each Subsidiary is in compliance in all respects with all applicable laws, rules and regulations pertaining to labor or employment matters, including without limitation those pertaining to wages, hours, occupational safety and taxation and there is no pending or, to the knowledge of the Borrowers, threatened, litigation, administrative proceeding or investigation, in respect of such matters which, if decided adversely, could reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect;

6.20.       Perfected Security Instruments. At all times after execution and delivery of each Pledge Agreement by the Pledgor thereunder and satisfaction of the conditions set forth in Section 5.1, the security interests

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created in favor of the Agent for the benefit of the Lenders under the Pledge Agreements will constitute valid, perfected security interests in the Pledged Stock, subject to no other Liens other than Permitted Liens.

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ARTICLE VII

Affirmative Covenants

Until the Facility Termination Date, unless the Required Lenders shall otherwise consent in writing, the Borrowers will, and where applicable will cause each Subsidiary to:

7.1.       Financial Reports, Etc.  (a)   As soon as practical and in any event within 90 days after the end of each Fiscal Year of Miller, deliver or cause to be delivered to the Agent and each Lender (i) consolidated balance sheets of Miller and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and the related consolidated statements of income, stockholders’ equity and cash flows, and the respective notes thereto, for such Fiscal Year, setting forth comparative financial statements for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and containing opinions of Arthur Andersen LLP, or other such independent certified public accountants selected by Miller and approved by the Agent, which are unqualified as to the scope of the audit performed and as to the "going concern" status of Miller and its Subsidiaries and without any exception not acceptable to the Required Lenders (provided the requirements of this subsection are not intended to limit any additional reporting requirements contained in Section 2.1), and (ii) a certificate of an Authorized Representative demonstrating compliance with Sections 8.1 and 8.4, which certificate shall be in the form of Exhibit F;

(b)       as soon as practical and in any event within 45 days after the end of each fiscal quarter (except the last fiscal quarter of the Fiscal Year), deliver to the Agent and each Lender (i) consolidated balance sheets of Miller and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income and stockholders’ equity and cash flows for such fiscal quarter and for the period from the beginning of the then current Fiscal Year through the end of such reporting period, and accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly the financial position of Miller and its Subsidiaries as of the end of such fiscal period and the results of their operations and the changes in their financial position for such fiscal period, in conformity with the standards set forth in GAAP with respect to interim financial statements, and (ii) a certificate of an Authorized Representative containing computations for such quarter comparable to that required pursuant to Section 7.1(a)(ii);

(c)       together with each delivery of the financial statements required by Section 7.1(a)(i), deliver to the Agent and each Lender a letter from Miller’s accountants specified in Section 7.1(a)(i) stating that in performing the audit necessary to render an opinion on the financial statements delivered under Section 7.1(a)(i), they obtained no knowledge of any Default or Event of Default by the Borrowers in the fulfillment of the terms and provisions of this Agreement insofar as they relate to financial matters (which at the date of such statement remains uncured); or if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof;

(d)       as soon as practical and in any event within thirty (30) days after the end of each month, deliver to the Agent and each Lender current monthly cash flow projections and borrowing projections under the Senior Facility through the Facility Termination Date;

(e)       promptly upon their becoming available to Miller, deliver to the Agent and each Lender a copy of (i) all regular or special reports or effective registration statements which Miller or any Subsidiary shall file with the Securities and Exchange Commission (or any successor thereto) or any securities exchange, (ii) any proxy statement distributed by Miller or any Subsidiary to its shareholders, bondholders or the financial community in general, and (iii) any management letter or other report submitted to Miller or any Subsidiary by independent accountants in connection with any annual, interim or special audit of Miller or any Subsidiary;

(f)       promptly deliver or cause to be delivered to the Agent written notice of any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which Miller or any of its Subsidiaries is a party or by which Miller or any Subsidiary thereof or any of their respective properties may be bound;

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(g)       promptly, from time to time, deliver or cause to be delivered to the Agent such other information regarding Miller’s and any Subsidiary’s operations, business affairs and financial condition as the Agent may reasonably request; and

(h)       as soon as practical and in any event within thirty (30) days after the end of each month, such financial information as shall be required by Agent and Lenders in their reasonable discretion.

The Agent and the Lenders are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to the Lenders (or any affiliate of any Lender) or to the Agent, to any Governmental Authority having jurisdiction over the Agent or any of the Lenders pursuant to any written request therefor or in the ordinary course of examination of loan files, or, subject to Section 11.1(f), to any other Person who shall acquire or consider the assignment of, or acquisition of any participation interest in, any Obligation permitted by this Agreement provided that notice is given to Miller if such information is delivered to a Person not enumerated herein.

7.2.       Maintain Properties. Maintain all properties necessary to its operations in good working order and condition, ordinary wear and tear excepted, make all needed repairs, replacements and renewals to such properties, and maintain free from Liens (other than Permitted Liens) all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.

7.3.       Existence, Qualification, Etc. Except as otherwise expressly permitted under Section 8.7, do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all material rights and franchises, and, except to the extent conveyed in connection with a transaction permitted under Section 8.5 hereof, maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary and in which the failure to have such licenses or qualifications could reasonably be expected to have a Material Adverse Effect.

7.4.       Regulations and Taxes. Comply in all material respects with or contest in good faith all statutes and governmental regulations and pay all taxes, assessments, governmental charges, claims for labor, supplies, rent and any other obligation which, if unpaid, would become a Lien against any of its properties except liabilities being contested in good faith by appropriate proceedings diligently conducted and against which adequate reserves acceptable to Miller’s independent certified public accountants have been established unless and until any Lien resulting therefrom attaches to any of its property and becomes enforceable against its creditors.

7.5.       Insurance. (a) Keep all of its insurable properties adequately insured at all times with responsible insurance carriers against loss or damage by fire and other hazards, (b) maintain general public liability insurance at all times with responsible insurance carriers against liability on account of damage to persons and property and (c) maintain insurance under all applicable workers’ compensation laws (or in the alternative, maintain required reserves if self-insured for workers’ compensation purposes) and against loss by reason of business interruption, such policies of insurance to have such limits, deductibles, exclusions, co-insurance and other provisions providing no less coverages than are maintained by similar businesses that are similarly situated and shall be in form reasonably satisfactory to the Agent and as of the Closing Date are generally described in Schedule 7.5.

7.6.       True Books. Keep true books of record and account in which full, true and correct entries will be made of all of its dealings and transactions, and set up on its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes, assessments, charges, levies and claims and with respect to its business in general, and include such reserves in interim as well as year-end financial statements.

7.7.       Right of Inspection. Permit any representative designated by the Agent or any Lender to visit and inspect any of the properties, corporate books and financial reports of Miller or any Subsidiary and to discuss its affairs, finances and accounts with its principal officers and independent certified public accountants, all at reasonable times, at reasonable intervals and with reasonable prior notice and permit any Lender to discuss either Borrower’s affairs, finances and accounts with its principal officers and its independent accountants, all at reasonable times, at reasonable intervals and with reasonable prior notice.

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7.8.       Observe all Laws. Conform to and duly observe in all material respects all laws, rules and regulations and all other valid requirements of any Governmental Authority with respect to the conduct of its business.

7.9.       Governmental Licenses. Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct in all material respects of its business as currently conducted and as contemplated by the Loan Documents.

7.10.       Covenants Extending to Other Persons. Cause each of its Subsidiaries to do with respect to itself, its business and its assets, each of the things required of Borrowers in Sections 7.2 through 7.9, 7.18, 7.19 and 7.20 inclusive;

7.11.       Officer’s Knowledge of Default. Upon any Authorized Representative or the General Counsel of Miller obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of Miller or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative promptly to notify the Agent of the nature thereof, the period of existence thereof, and what action Miller or such Subsidiary proposes to take with respect thereto.

7.12.       Suits or Other Proceedings. Upon any Authorized Representative or the General Counsel of Miller obtaining knowledge of any litigation or other proceedings being instituted against Miller or any Subsidiary or any attachment, levy, execution or other process being instituted against any assets of Miller or any Subsidiary, making a claim or claims which could reasonably be expected to result in damages in an aggregate amount greater than $5,000,000 not otherwise covered by insurance, or could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative promptly to deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.

7.13.       Notice of Environmental Complaint or Condition. Promptly provide to the Agent true, accurate and complete copies of any and all notices, complaints, orders, directives, claims, or citations received by Miller or any Subsidiary relating to any (a) violation or alleged violation by Miller or any Subsidiary of any applicable Environmental Law; (b) release or threatened release by Miller or any Subsidiary, or at any facility or property owned or leased or operated by Miller or any Subsidiary, or by any Person handling, transporting, or disposing of any Hazardous Material on behalf of Miller or any Subsidiary, of any Hazardous Material, except where occurring legally; or (c) liability or alleged liability of Miller or any Subsidiary for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect.

7.14.       Environmental Compliance. If Miller or any Subsidiary shall receive any letter, notice, complaint, order, directive, claim or citation alleging that Miller or any Subsidiary has violated any Environmental Law, has released or is about to release any Hazardous Material or is liable for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, which in any of the foregoing instances could reasonably be expected to have a Material Adverse Effect, Miller shall provide prompt written notice thereof to the Agent describing in reasonable detail the nature of the matter and what action Miller or the applicable Subsidiary proposes to take with respect thereto and shall, within the time period permitted by the applicable Environmental Law or the Governmental Authority responsible for enforcing such Environmental Law, either (i) remove or remedy, or cause the applicable Subsidiary to remove or remedy, such violation or release or satisfy such liability or (ii) contest in good faith such violation so long as no remedial action shall be required to be taken during the period of such contest.

7.15.       Indemnification. Without limiting the generality or application of Section 11.9, the Borrowers hereby agree to indemnify and hold the Agent, the Lenders, and their respective officers, directors, employees and agents, harmless from and against any and all claims, losses, penalties, liabilities, damages and expenses (including assessment and cleanup costs and reasonable attorneys’, consultants’ or other experts’ fees and disbursements) arising directly or indirectly from, out of or by reason of (a) the violation or alleged violation of any Environmental Law by Miller or any Subsidiary or with respect to any property owned, operated or leased by Miller or any Subsidiary or (b) the use, generation, handling, storage, transportation, treatment, emission, release, discharge or disposal of any

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Hazardous Materials by or on behalf of Miller or any Subsidiary or on or with respect to property owned or leased or operated by Miller or any Subsidiary; provided, however, no party shall be entitled to indemnification hereunder to the extent that any such liability resulted directly from such party’s gross negligence or willful misconduct. The provisions of this Section 7.15 shall survive the Facility Termination Date and expiration or termination of this Agreement.

7.16.       Further Assurances. At the Borrowers’ cost and expense, upon request of the Agent, duly execute and deliver or cause to be duly executed and delivered, to the Agent such further instruments, documents, certificates, financing and continuation statements, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

7.17.       Employee Benefit Plans.

(a)       With reasonable promptness, and in any event within thirty (30) days thereof, give notice to the Agent of (i) the establishment of any new Employee Benefit Plan (which notice shall include a summary of such plan), (ii) the commencement of contributions to any Employee Benefit Plan to which Miller, any of its ERISA Affiliates or any of its Subsidiaries was not previously contributing, (iii) any material increase in the benefits of any existing Employee Benefit Plan, (iv) each funding waiver request filed with respect to any Employee Benefit Plan and all communications received or sent by Miller, any ERISA Affiliate or any Subsidiary with respect to such request and (v) the failure of Miller or any ERISA Affiliate or any Subsidiary to make a required installment or payment under Section 302 of ERISA or Section 412 of the Code (in the case of Employee Benefit Plans regulated by the Code or ERISA) or any Foreign Benefit Law (in the case of any Employee Benefit Plan regulated by any Foreign Benefit Law) by the due date, provided that Miller and its Subsidiaries shall not be required to give any notice specified in this Section 7.17(a)(v) unless it relates to any required installment or payment which could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar failures to make such payments;

(b)       Promptly and in any event within fifteen (15) days of becoming aware of the occurrence or forthcoming occurrence of any (a) Termination Event or (b) nonexempt "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Pension Plan or any trust created thereunder, deliver to the Agent a notice specifying the nature thereof, what action Miller, any ERISA Affiliate or any Subsidiary has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, the PBGC or any other Governmental Authority with respect thereto. Notwithstanding anything in this Section 7.17(b) to the contrary, Miller and its Subsidiaries shall not be required to give any notice specified herein unless it relates to an Termination Event or nonexempt "prohibited transaction" which could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar events which would require notice under this Section; and

(c)       With reasonable promptness but in any event within fifteen (15) days for purposes of clauses (i), (ii) and (iii), deliver to the Agent copies of (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code, (ii) all notices received by Miller or any ERISA Affiliate or any Subsidiary of the PBGC’s or any Governmental Authority’s intent to terminate any Employee Benefit Plan or to have a trustee appointed to administer any Pension Plan, (iii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Miller or any ERISA Affiliate with the Internal Revenue Service with respect to each Employee Benefit Plan and (iv) all notices received by Miller or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA. Miller will notify the Agent in writing within five (5) Business Days of Miller or any ERISA Affiliate obtaining knowledge or reason to know that Miller or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA. Notwithstanding anything in this Section to the contrary, Miller and its Subsidiaries shall not be required to give any notice specified herein unless it relates to an event that could reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other similar events which would require notice under this Section.

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7.18.       Continued Operations. Except as permitted under Section 8.7 or Section 8.12, continue at all times to conduct its business and engage principally in the same or complementary line or lines of business substantially as heretofore conducted.

7.19.       Additional Support Documents.

(a)       Within fifteen (15) days after the end of each fiscal quarter, with respect to each Domestic Subsidiary acquired or created during such fiscal quarter cause to be delivered to the Agent for the benefit of the Lenders each of the following:

(i)       a Guaranty executed by each such Domestic Subsidiary substantially similar to the Guaranty Agreement delivered by the existing Domestic Subsidiaries;

(ii)       a Security Agreement of such Domestic Subsidiary substantially similar to the Security Agreement delivered by the existing Domestic Subsidiaries, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;

(iii)       a Pledge Agreement executed by each such Domestic Subsidiary’s stockholders substantially similar to the Pledge Agreement delivered by the existing Domestic Subsidiaries, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;

(iv)       stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, in each case together with duly executed stock powers or powers of assignment in blank affixed thereto (but such certificates and related powers shall be delivered to the Senior Collateral Agent so long as the Senior Facility is in effect), or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;

(v)       an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty, Security Agreement, Pledge Agreement, and other Loan Documents provided for in this Section 7.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 5.1(a)(ii) on the Closing Date (including opinions covering the Security Agreement and the validity and perfection of the liens created thereunder), with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 7.19(a);

(vi)       current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.19(a); and

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(vii)       such other documents and agreements as may be reasonably requested by the Agent, including but not limited to (A) an agreement or instrument granting power of attorney to VINtek, and (B) if the Senior Facility is no longer in effect, a lockbox agreement or blocked account agreement in favor of the Agent, and any documents related thereto, in form and substance satisfactory to the Agent.

7.20.       Subsidiary Support of Permitted Indebtedness. So long as not prohibited by law, and subject to the terms and conditions of the Intercreditor Agreement, Miller and each Subsidiary shall cause each of their Subsidiaries to make cash payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, or other returns on investments, or by way of any other arrangement such that the Borrowers shall have the ability to satisfy all interest and principal payments required under the terms of this Agreement or any other Loan Document and under the terms of any other Permitted Indebtedness.

7.21.       Opinions of Foreign Counsel. If requested by the Agent, with respect to each Direct Foreign Subsidiary that constitutes a Material Foreign Subsidiary at any time after the date hereof, deliver to the Agent a written opinion of foreign counsel in form and substance satisfactory to the Agent with respect to each Loan Party which is party to any Loan Document.

7.22.       Additional Collateral Documents; Audit.

(a)       Within sixty (60) days after (a) the acquisition by a Borrower or any Guarantor of any real property or (b) the lease to or by a Borrower or any Guarantor of any real property described in clause (xi), the Borrowers shall deliver, or shall cause the appropriate Guarantor to deliver, to the Agent the items listed in clauses (i) through (ix), as applicable, with respect to such real property or lease, to the satisfaction of the Agent (but only clauses (viii) and (ix) shall apply in the case of leased real property unless such property is subject to a Lien in favor of the Senior Collateral Agent):

(i)       Mortgages, Deeds of Trust or other similar documentation necessary to grant to the Agent for the benefit of the Agent and the Lenders a lien on the real property owned by each Borrower and each Guarantor (collectively, the "Mortgages") (subject only to Permitted Liens);

(ii)       Mortgagee title insurance policies from a title insurance company satisfactory to the Agent covering the Mortgages, in each case indicating the liens of the Mortgages are a second lien priority behind only the Senior Collateral Agent (for the benefit of itself and the Senior Lenders) (subject only to Permitted Liens), containing no exceptions to coverage not acceptable to the Agent and providing a revolving credit endorsement and other endorsements required by Agent for such policy;

(iii)       Surveys for each of the properties covered by the Mortgages;

(iv)       Certification as to whether the location of each property is within any "special flood hazard" area within the meaning of the Federal Flood Disaster Protection Act of 1973;

(v)       Appraisals from a certified Appraiser selected by the Borrowers and acceptable to the Agent for each of the properties covered by the Mortgages;

(vi)       Environmental Reports on all real property covered by a Mortgage from an environmental firm satisfactory to Agent showing no environmental hazards with respect to such real property;

(vii)       Legal opinions from local counsel for the Borrowers with respect to the documents executed and delivered under this Section 7.22 and the perfection of the liens created thereby in form and substance satisfactory to the Agent;

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(viii)        Insurance policies or Certificates of Insurance, as the Agent may require, evidencing compliance by the Borrowers with the insurance requirements of this Agreement and the Security Instruments with respect to the properties covered by the Mortgages;

(ix)       If any improvements (existing or proposed) on the real property covered by the Mortgages are or will be located in an area identified by the U.S. Department of Housing and Urban Development as an area having "special flood hazards," Borrowers shall furnish flood insurance acceptable to the Agent in an amount not less than the appraised value of the real property to be insured or if no appraisal for such property shall be obtained, in an amount acceptable to the Agent;

(x)       UCC-11 search reports no older than thirty (30) days from the appropriate UCC filing office in the states where the Borrowers and Guarantors are doing business showing no liens or security interests on any assets of the Borrowers or Guarantors other than Permitted Liens;

(xi)       With respect to each leased location on which inventory (other than motor vehicles) or equipment (other than motor vehicles) in an amount deemed material by the Agent is located, an Assignment of Leases with respect to all real property owned by a Borrower or Guarantor and leased to others and all real property not owned by a Borrower or Guarantor and leased to a Borrower or Guarantor, together with, (i) on a reasonable efforts basis by Borrowers and Guarantors, a Landlord Consent, Waiver and Estoppel Certificate (in form and substance satisfactory to the Agent and the Lenders) executed by each landlord or tenant as applicable, and (ii) local counsel opinions covering perfection of liens in jurisdictions in which the Agent deems necessary;

provided that with respect to any real property which has a net book value of less than $150,000 (computed by aggregating the value of all contiguous or near-contiguous properties which together constitute a single functional unit), (A) the Borrowers shall not be required to deliver those items listed in clauses (ii), (iii), (v) and (vi), and (B) the Borrowers shall deliver to the Agent such documents and instruments as requested by the Agent to evidence that title to such property is held by a Borrower or Subsidiary and any exceptions to such title, including deeds and existing title insurance policies.

(b)       Certificate of Title Property. The Borrowers agree that each will deliver, and will cause each Guarantor to deliver, the following, in the time periods specified therefor:

(i)        Within twenty (20) days after the acquisition by a Borrower or any Subsidiary which is a party to a Security Agreement of any Certificate of Title Property acquired after the date hereof, the Borrowers will, and where applicable will cause each Subsidiary to: (a) execute such certificate of title as may be required to indicate the security interest of the Agent thereon; (b) complete and execute any applications for notation of the Agent’s security interest or other comparable forms required by the applicable state’s law in conjunction with the executed certificates of title in order to perfect the Lien of the Agent for the benefit of the Agent and the Lenders in the Certificate of Title Property; and (c) file at its expense the items in subsections (a) and (b), along with such other certificates, agreements, notices, or other comparable forms as may be necessary, with the appropriate Governmental Authority in the applicable jurisdiction in order to perfect such Lien.

(ii)       The Borrower will cause the appropriate Governmental Authority to deliver directly to VINtek, or if delivered to a Borrower or any Subsidiary, cause to be delivered to VINtek within five (5) Business Days after receipt thereof from the appropriate Governmental Authority by a Borrower or Subsidiary, either the original certificate of title with the Agent’s Lien noted thereon or a newly issued certificate of title or comparable instrument, as applicable, with the Agent’s Lien

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noted thereon, to be managed and administered in accordance with the VINtek Agreement.

(iii)       The Agent and the Lenders agree that upon request of the Agent by the Borrowers, and subject to the consent of the Agent in accordance with the provisions hereof and of the Intercreditor Agreement, the Agent will act and will cooperate with VINtek, in accordance with the provisions of the Intercreditor Agreement, to effectuate a release of the Lien of the Agent and the Lenders with respect to certain Certificate of Title Property which is to be sold (subject to any mandatory prepayment applicable thereto).

(c)       Field Audit. The Borrowers further acknowledge and agree that, prior to the Facility Termination Date, the Agent and its representatives may undertake from time to time further field audits and/or valuations of the inventory, equipment, accounts receivable, fixed assets, and field audits of the internal controls of the Borrowers and the Guarantors and that the costs and expenses of these audits and valuations shall be paid by the Borrowers. The Borrowers agree to cooperate and cause the Guarantors to cooperate with the Agent and its representatives to facilitate completion of all such audits and valuations.

7.23       Senior Facility Notices. Borrowers shall deliver or cause to be delivered (i) simultaneously with delivery thereof to the Senior Agents or the Senior Lenders, a copy of any notices, reports, projections, certificates (including borrowing base certificates) or other documents or instruments required to be delivered by Borrowers or any of their Subsidiaries to the Senior Agents or the Senior Lenders in connection with the Senior Facility, and (ii) immediately upon receipt thereof from the Senior Agents or the Senior Lenders, a copy of any notices or other documents or instruments delivered by the Senior Agents or the Senior Lenders to the Borrowers in connection with the Senior Facility.

7.24       Existing Facility Interest Payment. Not later than July 31, 2001, Borrowers shall pay to the Agent for the account of each Lender, in addition to any amounts otherwise due and payable hereunder, an amount equal to $640,377.14, which payments represent accrued and unpaid interest under the Existing Facility as of the Closing Date.

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ARTICLE VIII

Negative Covenants

Until the Facility Termination Date, unless the Required Lenders shall otherwise consent in writing, Miller shall not, nor shall it permit any Subsidiary to:

8.1.       Financial Covenants.

(a)       Capital Expenditures. Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrowers and their Subsidiaries on a consolidated basis would exceed (a) $5,600,000 for the Fiscal Year ending on April 30, 2002, (b) $6,250,000 for the Fiscal Year ending on April 30, 2003, and (c) $6,750,000 for any Fiscal Year thereafter.

(b)       Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any Four-Quarter Period to be less than 1.0 to 1.0.

(c)       Consolidated EBITDA. Permit Consolidated EBITDA for any Four-Quarter Period ending during the periods set forth below to be less than the following amounts for the following periods:

Four-Quarter Periods Ending:	Initial EBITDA Requirement:	Subsequent EBITDA Requirement:
From the Closing Date Through April 29, 2002	$16,000,000	$13,000,000
From April 30, 2002 Through April 29, 2003	$19,000,000	$13,000,000
From April 30, 2003 through Termination	$24,000,000	$15,000,000

For purposes of this Section 8.1(c), (i) "Initial EBITDA Requirement" means the applicable minimum Consolidated EBITDA requirement for period from the Closing Date until the Transition Date, and (ii) "Subsequent EBITDA Requirement" means the applicable minimum Consolidated EBITDA requirement for the period from the Transition Date until the Facility Termination Date.

8.2.       Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for, or otherwise effect, any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition.

8.3.       Liens. Incur, create or permit to exist any Lien, charge or other encumbrance of any nature whatsoever with respect to any property or assets now owned or hereafter acquired by Miller or any Subsidiary, other than Liens created in favor of the Agent and the Lenders under the Loan Documents and the following (collectively, the "Permitted Liens"):

(a)       Liens existing as of the date hereof and as set forth in Schedule 6.7;

(b)       Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors;

(c)       statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and in existence

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less than 90 days from the date of creation thereof for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors;

(d)       Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;

(e)       purchase money Liens to secure Indebtedness permitted under Section 8.4(d) and incurred to purchase fixed assets, provided such Indebtedness represents not less than 75% and not more than 100% of the purchase price of such assets as of the date of purchase thereof and no property other than the assets so purchased secures such Indebtedness;

(f)       Liens arising in connection with Capital Leases permitted under Section 8.4(d) provided that no such Lien shall extend to any Collateral or to any other property other than the assets subject to such Capital Leases;

(g)       Liens arising in connection with the Navistar Consignment Agreement and the Navistar Intercreditor Agreement;

(h)       easements (including reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) affecting real property, which do not interfere materially with the ordinary conduct of the business of Miller or any Subsidiary and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to Miller or any Subsidiary;

(i)       Liens arising in connection with inventory repurchase obligations permitted under Section 8.4 (h); provided such liens are limited to the property subject to such financing arrangements and the proceeds thereof;

(j)       Liens arising in connection with floor plan financings permitted under Section 8.4 (i); provided such liens are limited to the property subject to such financing arrangements and the proceeds thereof; and

(k)       Liens arising in favor of any of the Senior Agents (for the benefit of itself and the Senior Lenders and the Senior L/C Issuer) in connection with the Senior Facility.

8.4.       Indebtedness. Incur, create, assume or permit to exist any Indebtedness, howsoever evidenced, except the following (collectively the "Permitted Indebtedness"):

(a)       Indebtedness (other than Indebtedness under the Senior Facility) existing as of the Closing Date as set forth in Schedule 6.6; provided, none of the instruments and agreements evidencing or governing such Indebtedness shall be amended, modified or supplemented after the Closing Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other rights from such terms and rights as in effect on the Closing Date;

(b)       Indebtedness owing to the Agent or any Lender in connection with this Agreement, any Note or other Loan Document;

(c)       the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

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(d)       purchase money Indebtedness described in Section 8.3 and obligations under Capital Leases in an aggregate principal amount outstanding at any time not to exceed $5,000,000;

(e)       obligations of Miller incurred in the ordinary course of business consistent with past practice directly or indirectly guaranteeing any trade account Indebtedness of any Subsidiary in an aggregate amount not to exceed $1,000,000 outstanding at any time;

(f)       the Guaranty permitted hereunder of Guarantors;

(g)       guaranty obligations, in an amount not to exceed $3,500,000 in the aggregate at any one time, of Miller incurred in the course of business directly or indirectly guaranteeing Indebtedness of any purchaser of an asset disposed of in an Asset Disposition permitted under Section 8.5(d);

(h)       inventory repurchase obligations incurred with respect to floor plan financing for Independent Distributors; provided that the amount of such obligations shall not exceed $30,000,000 in the aggregate at any time;

(i)       partial recourse obligations of Miller incurred with respect to floor plan financing for Independent Distributors; provided that the amount of such exposure shall not exceed $1,000,000 in the aggregate at any time;

(j)       Indebtedness in favor of the Senior Lenders, the Senior L/C Issuer and the Senior Agents under the Senior Facility in an aggregate outstanding principal amount of up to $130,000,000.00 at any one time (plus any accrued interest, fees and expenses and other charges owing with respect thereto);

(k)       unsecured intercompany Indebtedness from any Miller Borrower to another Miller Borrower, and intercompany Indebtedness from any RoadOne Borrower to another RoadOne Borrower;

(l)       unsecured intercompany Indebtedness from the RoadOne Borrowers to the Miller Borrowers incurred on or after the Closing Date in an aggregate amount outstanding not to exceed $1,000,000 at any time;

(m)       unsecured intercompany Indebtedness from the Borrowers or any Subsidiaries to any Foreign Subsidiaries in an aggregate amount outstanding not to exceed $100,000 at any time; and

(n)       unsecured intercompany Indebtedness incurred on or after the Closing Date for loans and advances made by Miller or any Miller Borrower to any RoadOne Borrower, in an in an aggregate amount outstanding not to exceed $1,000,000 at any time.

8.5.       Transfer of Assets. Make Asset Dispositions of RoadOne Borrower Assets having a Senior Collateral Value, in the aggregate, greater than or equal to $11,242,606, unless (i) an event of default has occurred and is continuing under the Senior Facility, or (ii) the Lenders have received mandatory prepayments under Section 2.7(iii) from the Asset Disposition of RoadOne Borrower Assets in an amount of not less than $3,500,000 in the aggregate following the Closing Date after giving effect to such Asset Disposition.

8.6.       Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities, or make any investment or permit to exist any interest whatsoever in any other Person or permit to exist any loans or advances to any Person, except that Miller and its Subsidiaries may maintain investments or invest in:

(a)       Eligible Securities;

(b)       investments, including joint ventures, existing as of the date hereof and as set forth in Schedule 6.4;

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(c)       accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss;

(d)       investments in Miller Towing or in Guarantors;

(e)       loans and advances to employees in the ordinary course of business of Miller in an aggregate amount outstanding at any one time not to exceed $200,000; and

(f)       investments in conditional sales contracts or finance leases owned by Miller Financial and originated in connection with the financing by Miller Financial of sales of inventory in the ordinary course of business consistent with past practice.

8.7.       Merger or Consolidation.    (a)    Consolidate with or merge into any other Person, or (b) permit any other Person to merge into it; provided, however, (i) any Domestic Subsidiary of Miller may merge into or transfer all or substantially all of its assets into or consolidate with Miller, Miller Towing or any other wholly owned Guarantor, and (ii) any Foreign Subsidiary may merge into or transfer all or substantially all of its assets to or consolidate with Miller or any other Subsidiary.

8.8.       Restricted Payments. Make any Restricted Payment or apply or set apart any of their assets therefor or agree to do any of the foregoing.

8.9.       Transactions with Affiliates. Other than transactions permitted under Sections 8.5, 8.6, 8.7 and 8.8, enter into any transaction after the Closing Date, including, without limitation, the purchase, sale, lease or exchange of property, real or personal, or the rendering of any service, with any Affiliate of Miller, except (a) that the Borrowers may make the benefits of the Loan available to any or all of the Guarantors, (b) that the Borrowers may make the benefits of the Loan in an aggregate amount not exceeding $2,000,000 in any Fiscal Year available to any Foreign Subsidiary, (c) that such Persons may render services to Miller or its Subsidiaries for compensation at the same rates generally paid by Persons engaged in the same or similar businesses for the same or similar services, (d) that Miller or any Subsidiary may render services to such Persons for compensation at the same rates generally charged by Miller or such Subsidiary and (e) in either case in the ordinary course of business and pursuant to the reasonable requirements of Miller’s (or any Subsidiary’s) business consistent with past practice of Miller and its Subsidiaries and upon fair and reasonable terms no less favorable to Miller (or any Subsidiary) than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

8.10.       Compliance with ERISA, the Code and Foreign Benefit Laws. With respect to any Pension Plan, Employee Benefit Plan or Multiemployer Plan:

(a)       permit the occurrence of any Termination Event which would result in a liability on the part of Miller, any ERISA Affiliate, or any Subsidiary to the PBGC or any Governmental Authority, except for any Termination Event which could not reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with other such Termination Events; or

(b)       permit the present value of all benefit liabilities under all Employee Benefit Plans to exceed the current value of the assets of such Employee Benefit Plans allocable to such benefit liabilities in an amount in excess of $250,000; or

(c)       permit any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code) with respect to any Pension Plan, whether or not waived, except for any deficiency which could not reasonably be expected to result in a liability of $250,000 or more individually or when aggregated with any other such deficiency under such Pension Plan or any other Pension Plan; or

(d)       fail to make any contribution or payment to any Multiemployer Plan which Miller or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any

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law pertaining thereto, except for any such contribution or payment which individually or when aggregated with any other such failed contributions or payments does not exceed $250,000; or

(e)       engage, or permit Miller or any ERISA Affiliate to engage, in any prohibited transaction under Section 406 of ERISA or Sections 4975 of the Code for which a material civil penalty pursuant to Section 502(I) of ERISA or a material tax pursuant to Section 4975 of the Code may be imposed; or

(f)       permit the establishment of any Employee Benefit Plan providing post-retirement welfare benefits or establish or amend any Employee Benefit Plan which establishment or amendment could result in material liability to Miller or any ERISA Affiliate or any Subsidiary or materially increase the obligation of Miller or any ERISA Affiliate or any Subsidiary to a Multiemployer Plan; or

(g)       fail, or permit Miller or any ERISA Affiliate or any Subsidiary to fail, to establish, maintain and operate each Employee Benefit Plan in compliance in all material respects with the provisions of ERISA, the Code, all applicable Foreign Benefit Laws and all other applicable laws and the regulations and interpretations thereof.

8.11.       Accounting Changes. Change its Fiscal or make any change in its accounting treatment and reporting practices except as required by GAAP; provided Miller may elect to change its Fiscal Year to a calendar fiscal year or a fiscal year ending on January 31 of each calendar year so long as the Borrowers provide to the Agent at least thirty (30) days prior written notice of such change, and provided that prior to the effectiveness of any such change, the Borrowers, the Agent and the Lenders agree in good faith to amend the financial covenants contained in Section 8.1 so as to equitably reflect any such change in Fiscal Year.

8.12.       Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a transaction permitted pursuant to Section 8.7.

8.13.       Limitations on Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Miller or any Subsidiary of real or personal property, whether now owned or hereafter acquired in a related transaction or series of related transactions, which has been or is to be sold or transferred by Miller or any Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Miller or any Subsidiary; provided that the foregoing shall not prohibit the existence of additional Off Balance Sheet Liabilities permitted under Section 8.4(h).

8.14.       Change in Control. Cause, suffer or permit to exist or occur any Change of Control.

8.15.       Limitation on Guaranties. Enter into or cause, suffer or permit to exist any obligations of Miller or any Subsidiary directly or indirectly guaranteeing, or in effect guaranteeing, any Indebtedness or other obligation of any other Person, except (i) as permitted in Section 8.4 and (ii) the endorsement of instruments for deposit or collection in the ordinary course of business.

8.16.       Negative Pledge Clauses. Enter into or cause, suffer or permit to exist any agreement with any Person other than the Agent and the Lenders pursuant to this Agreement or any other Loan Documents or the Senior Agents, the Senior Lenders and the Senior L/C Issuer pursuant to the Senior Credit Agreement and the Intercreditor Agreement which prohibits or limits the ability of any of Miller or any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, in favor of the Agent and the Lenders under the Loan Documents; provided that Miller and any Subsidiary may enter into such an agreement in connection with, and limited solely to, property acquired with the proceeds of purchase money Indebtedness, Capital Leases or operating leases permitted hereunder.

8.17.       Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness other than intercompany Indebtedness permitted under Section 8.4(k) and Indebtedness under

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the Senior Facility (in accordance with the terms of the Senior Credit Agreement (as in effect on the date hereof) and the Intercreditor Agreement).

(b)       Amend, modify or change in any manner any term or condition of any Indebtedness described in Section 8.4(a) or any lease so that the terms and conditions thereof are less favorable to the Agent and the Lenders than the terms of such Indebtedness or leases as of the Closing Date.

8.18.       Restrictive Agreements. Enter into or cause, suffer or permit to exist any agreement with any other Person (other than the Agent and the Lenders pursuant to this Agreement or any other Loan Document) which prohibits, limits or restricts the ability of any Subsidiary to make any payments, directly or indirectly, to the Borrowers by way of dividends, advances, repayments of loans or advances, or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Borrowers.

8.19       Modification of Senior Facility. Enter into any agreement, amendment, increase, extension, renewal, waiver, or other modification (a "Change") with respect to the Senior Facility (including but not limited to the Senior Credit Agreement and the other documents related thereto) without the prior written consent of the Agent and the Lenders if such Change has the effect of:

(i)       increasing the amount of Excess Availability required to be maintained by Miller and its Subsidiaries (as applicable) under the terms of the Senior Credit Agreement, or required to be in effect under the definition of "Permitted Payments" in the Intercreditor Agreement, to an amount in excess of the Post-Disposition Availability Requirement; or

(ii)       increasing the Fixed Charge Coverage Ratio (as defined in the Senior Credit Agreement) required to be maintained by Miller and its Subsidiaries (as applicable) under the terms of the Senior Credit Agreement, or required to be in effect under the definition of "Permitted Payments" in the Intercreditor Agreement, to a ratio greater than 1.15 to 1.0; or

(iii)       otherwise specifically prohibiting the payment or prepayment of any amount of principal to the Lenders hereunder, which payment would otherwise be permitted under the terms hereof (as in effect on the Closing Date) or under the Intercreditor Agreement.

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ARTICLE IX

Events of Default and Acceleration

9.1.       Events of Default. If any one or more of the following events (herein called "Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), that is to say:

(a)       if default shall be made in the due and punctual payment of the principal of any Loan or other Obligation, when and as the same shall be due and payable whether pursuant to any provision of Article II, at maturity, by acceleration or otherwise; or

(b)       if default shall be made in the due and punctual payment of any amount of interest on any Loan or other Obligation or of any fees or other amounts payable to any of the Lenders or the Agent on the date on which the same shall be due and payable and such default shall continue for 5 days following the date such payment is due; or

(c)       if default shall be made in the performance or observance of any covenant set forth in Section 2.7, 2.9, 7.7, 7.11, 7.12, 7.19, 7.22, 7.24, or Article VIII; or

(d)       if a default shall be made in the performance or observance of, or shall occur under, any covenant, agreement or provision contained in this Agreement or the Notes (other than as described in clauses (a), (b) or (c) above) and such default shall continue for thirty (30) or more days after the earlier of receipt of notice of such default by the Authorized Representative from the Agent or an Authorized Representative of Miller actually becomes aware of such default, or if a default shall be made in the performance or observance of, or shall occur under, any covenant, agreement or provision contained in any of the other Loan Documents (beyond any applicable grace period, if any, contained therein) (including without limitation failure of any Guarantor to pay the Agent all of the Guarantors’ Obligations in accordance with, and as defined in, the Guaranty on the Business Day on which the Agent has demanded such payment in accordance with the terms of the Guaranty ) or in any instrument or document evidencing or creating any obligation, guaranty, or Lien in favor of the Agent or any of the Lenders or delivered to the Agent or any of the Lenders in connection with or pursuant to this Agreement or any of the Obligations, or if any Loan Document ceases to be in full force and effect (other than by reason of any action by the Agent or any Lender), or if without the written consent of the Lenders, this Agreement or any other Loan Document shall be disaffirmed or shall terminate, be terminable or be terminated or become void or unenforceable for any reason whatsoever (other than in accordance with its terms in the absence of default or by reason of any action by the Lenders or the Agent); or

(e)       if there shall occur (i) a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to any Indebtedness or Rate Hedging Obligation (other than the Loan and other Obligations or any Indebtedness under the Senior Facility) of Miller or any Subsidiary in an amount not less than $500,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation referred to in clause (i) may have been issued, created, assumed, guaranteed or secured by Miller or any Subsidiary, or (iii) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation may have been issued, created, assumed, guaranteed or secured by Miller or any Subsidiary, and any such default or event of default specified in clauses (i), (ii) or (iii) shall continue for more than the period of grace, if any, therein specified, or such default or event of default shall permit (or, with the giving of notice of lapse of time or both, would permit) the holder of any such Indebtedness or Rate Hedging Obligation (or any agent or trustee acting on behalf of one or more holders) to accelerate the maturity thereof; or

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(f)       if an event of default shall have occurred and be continuing under the Senior Facility and the Senior Lenders shall have accelerated the maturity of all Obligations under the Senior Facility as a consequence thereof; or

(g)       if an event of default shall have occurred and be continuing under the Senior Facility and the Senior Lenders shall have delivered to the Agent or any Lender either (i) a Payment Blockage Notice (as defined in the Intercreditor Agreement), or (ii) written notice invoking a standstill pursuant to Section 6.2 of the Intercreditor Agreement; or

(h)       if any representation, warranty or other statement of fact contained in any Loan Document or in any writing, certificate, report or statement at any time furnished to the Agent or any Lender by or on behalf of Miller or any other Loan Party pursuant to or in connection with any Loan Document, or otherwise, shall be false or misleading in any material respect when given; or

(i)       if Miller or any Subsidiary shall be unable to pay its debts generally as they become due; file a petition to take advantage of any insolvency statute; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; file a petition or answer seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute; or

(j)       if a court of competent jurisdiction shall enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Miller or any Subsidiary or other Loan Party or of the whole or any substantial part of its properties and such order, judgment or decree continues unstayed and in effect for a period of sixty (60) days, or approve a petition filed against Miller or any Subsidiary or other Loan Party seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which petition is not dismissed within sixty (60) days; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of Miller or any Subsidiary or other Loan Party or of the whole or any substantial part of its properties, which control is not relinquished within sixty (60) days; or if there is commenced against Miller or any Subsidiary or any other Loan Party any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state which proceeding or petition remains undismissed for a period of sixty (60) days; or if Miller or any Subsidiary or any other Loan Party takes any action to indicate its consent to or approval of any such proceeding or petition; or

(k)       if (i) one or more judgments or orders for the payment of money where the amount not covered by insurance (or the amount as to which the insurer is found not to be liable for) is in excess of $250,000 is rendered against Miller or any Subsidiary, or (ii) there is any attachment, injunction or execution against any of Miller’s or Subsidiaries’ properties for any amount in excess of $250,000 in the aggregate; and such judgment, attachment, injunction or execution remains unpaid, unstayed, undischarged, unbonded or undismissed for a period of thirty (30) days; or

(l)       if Miller or any Subsidiary shall, other than in the ordinary course of business (as determined by past practices) or except as permitted by Section 8.7, suspend all or any part of its operations material to the conduct of the business of Miller or such Subsidiary for a period of more than sixty (60) days; or

(m)       any actual or asserted invalidity (other than by the Agent or Lenders) of the Loan Documents shall occur; or

(n)       if there shall occur any Termination Event which could reasonably be expected to result in a liability of $250,000 or more for Miller or any Subsidiary; or

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(o)      there shall occur any Change in Control;

then, and in any such event and at any time thereafter, if such Event of Default or any other Event of Default shall be continuing and shall have not been waived,

(A)       the Agent, with the consent of the Required Lenders, may, and at the direction of the Required Lenders shall declare by notice to the Borrowers any or all of the Obligations to be immediately due and payable, and the same, including all interest accrued thereon and all other obligations of the Borrowers to the Agent and the Lenders, shall forthwith become immediately due and payable without presentment, demand, protest, notice or other formality of any kind, all of which are hereby expressly waived, anything contained herein or in any instrument evidencing the Obligations to the contrary notwithstanding; provided, however, that notwithstanding the above, if there shall occur an Event of Default under clause (g) or (h) above, then all of the Obligations shall be immediately due and payable without the necessity of any action by the Agent or the Required Lenders or notice by or to the Agent or the Lenders;

(B)       the Agent and each of the Lenders shall have all of the rights and remedies available under the Loan Documents or under any applicable law.

9.2.       Agent to Act. In case any one or more Events of Default shall occur and not have been waived or cured, the Agent may, and at the direction of the Required Lenders shall, proceed to protect and enforce their rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in any other Loan Document, or to enforce the payment of the Obligations or any other legal or equitable right or remedy.

9.3.       Cumulative Rights. No right or remedy herein conferred upon the Lenders or the Agent is intended to be exclusive of any other rights or remedies contained herein or in any other Loan Document, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.

9.4.       No Waiver. No course of dealing between the Borrowers and any Lender or the Agent or any failure or delay on the part of any Lender or the Agent in exercising any rights or remedies under any Loan Document or otherwise available to it shall operate as a waiver of any rights or remedies and no single or partial exercise of any rights or remedies shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or of the same right or remedy on a future occasion.

9.5.       Allocation of Proceeds. If an Event of Default has occurred and not been waived, and the maturity of the Notes has been accelerated pursuant to Article IX hereof, all payments received by the Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrowers hereunder, shall be applied by the Agent in the following order:

(a)       amounts due to the Lenders pursuant to Sections 2.9 and 11.5;

(b)       amounts due to the Agent pursuant to Sections 2.10 and 10.8;

(c)       payments of interest on the Loan to be applied for the ratable benefit of the Lenders;

(d)       payments of principal of the Loan, to be applied for the ratable benefit of the Lenders;

(e)       amounts due to the Lenders pursuant to Sections 7.15 and 11.9;

(f)       payments of all other Obligations due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders;

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(g)      amounts due to any of the Lenders in respect of Obligations consisting of liabilities under any Swap Agreement with any of the Lenders on a pro rata basis according to the amounts owed; and

(h)      any surplus remaining after application as provided for herein, to the Borrowers or otherwise as may be required by applicable law.

9.6.       Judgment Currency. The Borrowers, the Agent and each Lender hereby agree that if, in the event that a judgment is given in relation to any sum due to the Agent or any Lender hereunder, such judgment is given in a currency (the "Judgment Currency") other than that in which such sum was originally denominated (the "Original Currency"), the Borrowers agree to indemnify the Agent or such Lender, as the case may be, to the extent that the amount of the Original Currency which could have been purchased by the Agent in accordance with normal banking procedures on the Business Day following receipt of such sum is less than the sum which could have been so purchased by the Agent had such purchase been made on the day on which such judgment was given or, if such day is not a Business Day, on the Business Day immediately preceding the giving of such judgment, and if the amount so purchased exceeds the amount which could have been so purchased by the Agent had such purchase been made on the day on which such judgment was given or, if such day is not a Business Day, on the Business Day immediately preceding such judgment, the Agent or the applicable Lenders agrees to remit such excess to the Borrowers. The agreements in this Section shall survive payment of all Obligations.

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ARTICLE X

The Agent

10.1.       Appointment, Powers, and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its affiliates and its own and its affiliates’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Loan Party or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints Bank of America as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes Bank of America as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

10.2.       Reliance by Agent. The Agent shall be entitled to rely upon any certification, notice, instrument, writing or other communication (including, without limitation, any thereof by telephone or telefacsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for any Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until the Agent receives and accepts an Assignment and Acceptance executed in accordance with Section 11.1 hereof. As to any matters not expressly provided for by this Agreement, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to any Loan Document or applicable law unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking any such action.

10.3.       Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Agent has received written notice from a Lender or the Borrowers specifying such Default or Event of Default and stating that such notice is a "Notice of Default". In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default, the Agent shall give prompt notice thereof to the Lenders. The Agent shall (subject to Section 10.2 hereof) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required Lenders, provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders.

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10.4.       Rights as Lender. With respect to the Loan made by it, Bank of America (and any successor acting as Agent) in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise indicates, include the Agent in its individual capacity. Bank of America (and any successor acting as Agent) and its affiliates may (without having to account therefor to any Lender) accept deposits from, lend money to, make investments in, provide services to, and generally engage in any kind of lending, trust or other business with any Loan Party or any of its Subsidiaries or affiliates as if it were not acting as Agent, and Bank of America (and any successor acting as Agent) and its affiliates may accept fees and other consideration from any Loan Party or any of its Subsidiaries or affiliates for services in connection with this Agreement or otherwise without having to account for the same to the Lenders.

10.5.       Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed under Section 11.9 hereof, but without limiting the obligations of the Borrowers under such Section) ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees), or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Agent (including by any Lender) in any way relating to or arising out of any Loan Document or the transactions contemplated thereby or any action taken or omitted by the Agent under any Loan Document; provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any costs or expenses payable by the Borrowers under Section 11.5, to the extent that the Agent is not promptly reimbursed for such costs and expenses by the Borrowers. The agreements contained in this Section shall survive payment in full of the Loan and all other amounts payable under this Agreement.

10.6.       Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Loan Parties and their Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under the Loan Documents. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of any Loan Party or any of its Subsidiaries or affiliates that may come into the possession of the Agent or any of its affiliates.

10.7.       Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent meeting the requirements set forth herein. The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

10.8.        Fees. The Borrowers agree to pay to the Agent, for its individual account, an Agent’s fee as from time to time agreed to by the Borrowers and Agent in an amount not in excess of $25,000 in the aggregate in any Fiscal Year (unless written consent of the Senior Lenders is received with respect thereto).

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ARTICLE XI

Miscellaneous

11.1.       Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Loan and its Note); provided, however, that

(i)       each such assignment shall be to an Eligible Assignee;

(ii)      except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iii)    each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under the Term Loan Facility and the Notes; and

(iv)    the parties to such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in the form of Exhibit B hereto, together with any Notes subject to such assignment and a processing fee of $3,500; provided, that in the case of contemporaneous assignments by a Lender to more than one fund managed by or advised by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such contemporaneous assignments; and provided further, that no such fee shall be payable by any Lender in connection with the original issue of the Notes on the Closing Date.

Upon execution, delivery and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and under the Loan Documents (including the Warrant Agreement), and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrowers and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.6.

(b)       The Agent shall maintain at its address referred to in Section 11.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the Loan owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(c)       Upon its receipt of an Assignment and Acceptance executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.

(d)       Each Lender may sell participations at its expense to one or more Persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to its Loan and its Note and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments,

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modifications or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loan or Note, extending any scheduled principal payment date or date fixed for the payment of interest on such Loan or Note) and (iv) the sale of any such participation which requires the Borrowers to file a registration statement with federal or state regulatory authorities shall not be permitted.

(e)       Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its Loan and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(f)       Any Lender may furnish any information concerning Miller or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) so long as such Lender shall require in writing (which writing names the Borrowers as third party beneficiaries thereof) any such assignee or participant or prospective assignee or participant to maintain the confidentiality of any information delivered to it which is not publicly available.

(g)       The Borrowers may not assign, nor shall they cause, suffer or permit any Guarantor to assign, any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of all the Lenders.

11.2.       Notices. Any notice shall be conclusively deemed to have been received by any party hereto and be effective (i) on the day on which delivered (including hand delivery by commercial courier service) to such party (against receipt therefor), (ii) on the date of receipt at such address, telefacsimile number or telex number as may from time to time be specified by such party in written notice to the other parties hereto or otherwise received), in the case of notice by telegram or telefacsimile, respectively (where the receipt of such message is verified by return), or (iii) on the fifth Business Day after the day on which mailed, if sent prepaid by certified or registered mail, return receipt requested, in each case delivered, transmitted or mailed, as the case may be, to the address or telefacsimile number, as appropriate, set forth below or such other address or number as such party shall specify by notice hereunder:

(a)        if to the Borrowers or any Guarantor:

Miller Industries, Inc.
8503 Hilltop Drive
Ooltewah, Tennessee 37363
Attention: Chief Financial Officer
Telephone: (423) 238-4171
Telefacsimile: (423) 238-6874

(b)       if to the Agent:

Bank of America, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina 28255
Attention: Agency Services
Telephone: (704) 388-6482
Telefacsimile: (704) 388-9436

With a copy to:
Bank of America, N.A.
Independence Center, 13th Floor
NC1-001-13-26
Charlotte, North Carolina 28255
Attention: John P. McDuffie

Telephone: (704) 386-7655

Telefacsimile: (704) 386-5856

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(c)        if to the Lenders:

At the addresses set forth on the signature pages hereof and on the signature page of each Assignment and Acceptance.

11.3.       Right of Set-off; Adjustments. (a) Upon the occurrence and during the continuance of any Event of Default and subject to the terms of the Intercreditor Agreement, each Lender (and each of its affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by 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 such Lender (or any of its affiliates) to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although the payment of such obligations may not have been accelerated. Each Lender agrees promptly to notify the Borrowers after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

(b)       If any Lender (a "benefitted Lender") shall at any time receive any payment of all or part of the Loan owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loan owing to it, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participation interest in such portion of each such other Lender’s Loan owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrowers agree that any Lender so purchasing a participation from a Lender pursuant to this Section 11.3 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of either of the Borrowers in the amount of such participation.

11.4.       Survival. All covenants, agreements, representations and warranties made herein shall survive the making by the Lenders of the Loan and the execution and delivery to the Lenders of this Agreement and the Notes and shall continue in full force and effect so long as any of Obligations remain outstanding or any Lender has any commitment hereunder or the Borrowers have continuing obligations hereunder unless otherwise provided herein. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party and all covenants, provisions and agreements by or on behalf of the Borrowers which are contained in the Loan Documents shall inure to the benefit of the successors and permitted assigns of the Lenders or any of them.

11.5.       Expenses. The Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the syndication, preparation, execution and delivery of this Agreement, the other Loan Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of Smith Helms Mulliss & Moore, L.L.P., counsel for the Agent, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents. The Borrowers further agree to pay on demand all reasonable costs and expenses of the Agent, including, without limitation, the reasonable fees and expenses of counsel for the Agent, in connection with any future modification or amendment of this Agreement, the other Loan Documents and the other documents delivered hereunder. The Borrowers further agree to pay on demand all reasonable costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys’ fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder.

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11.6.       Amendments and Waivers. Any provision of this Agreement or any other Loan Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrowers and the Required Lenders (and, if Article X or the rights or duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all the Lenders, (i) increase the Commitments of the Lenders, (ii) reduce the principal of or rate of interest on any Loan or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Loan or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement or (v) except as otherwise provided for herein, release any Guarantor or Pledged Stock or any Liens upon or other rights in all or any material portion of any other Collateral.

Notwithstanding any provision of the other Loan Documents to the contrary, as between the Agent and the Lenders, execution by the Agent shall not be deemed conclusive evidence that the Agent has obtained the written consent of the Required Lenders. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances, except as otherwise expressly provided herein. No delay or omission on any Lender’s or the Agent’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

11.6A.       Release of Liens. The Agent is hereby authorized and obligated, at the request and expense of the Borrowers, (a) to release the Liens arising under the Security Instruments as may be necessary to effectuate any Asset Disposition (or other sale or disposition of assets) or Debt Offering otherwise permitted hereunder, and (b) to release any Guaranty of any Subsidiary all or substantially all of the capital stock of which or other equity interests in which are being sold in an Asset Disposition otherwise permitted hereunder.

11.7.       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such fully-executed counterpart.

11.8.       Termination. The termination of this Agreement shall not affect any rights of the Borrowers, the Lenders or the Agent or any obligation of the Borrowers, the Lenders or the Agent, arising prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into or rights created or obligations incurred prior to such termination have been fully disposed of, concluded or liquidated and the Obligations arising prior to or after such termination have been irrevocably paid in full. The rights granted to the Agent for the benefit of the Lenders under the Loan Documents shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Obligations have been paid in full after the termination hereof (other than Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable, which shall continue) or the Borrowers have furnished the Lenders and the Agent with an indemnification satisfactory to the Agent and each Lender with respect thereto. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until payment in full of the Obligations unless otherwise provided herein. Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Obligations, any Lender is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force and the Borrowers shall be liable to, and shall indemnify and hold the Agent or such Lender harmless for, the amount of such payment surrendered until the Agent or such Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent or the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. Notwithstanding anything herein or in any other Loan Documents to the contrary, it is expressly understood and agreed that any and all provisions in any of the Loan Documents (other than the Warrant Agreement and the Warrants) to the effect that such Loan Document (and any Liens of any Agent or Lenders thereunder) shall not terminate unless and until all Obligations are satisfied or no longer outstanding shall be construed to refer to all Obligations other than those arising from or under the Warrant Agreement or the Warrants and it shall not be a condition to such termination that any or all of the Obligations arising from or under the Warrant Agreement or the Warrants be satisfied or no longer outstanding.

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11.9.       Indemnification. (a) The Borrowers agree to indemnify and hold harmless the Agent and each Lender and each of their affiliates and their respective attorneys, officers, directors and employees (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loan, except to the extent such claim, damage, loss, liability, cost, or expense is finally judicially determined to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowers, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

(b)       Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 11.9 shall survive the payment in full of the Loan and all other amounts payable under this Agreement and the Notes.

11.10.       Severability. If any provision of this Agreement or the other Loan Documents shall be determined to be illegal or invalid as to one or more of the parties hereto, then such provision shall remain in effect with respect to all parties, if any, as to whom such provision is neither illegal nor invalid, and in any event all other provisions hereof shall remain effective and binding on the parties hereto.

11.11.       Entire Agreement. This Agreement, together with the other Loan Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all previous proposals, negotiations, representations, commitments and other communications between or among the parties, both oral and written, with respect thereto.

11.12.       Agreement Controls. In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

11.13.       Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged under any of the Notes or other Loan Documents, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate (as such term is defined below). If the rate of interest (determined without regard to the preceding sentence) under this Agreement or other Loan Documents at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loan made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement or other Loan Documents had at all times been in effect. In addition, if when the Loan made hereunder is repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrowers shall pay to the Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loan made hereunder or be refunded to the Borrowers. As used in this paragraph, the term "Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

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11.14.       Governing Law; Waiver of Jury Trial.

(a)       THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN CERTAIN PLEDGE AGREEMENTS COVERING SHARES OF DIRECT FOREIGN SUBSIDIARIES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY OUTSIDE SUCH STATE.

(b)       THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY AGREE AND CONSENT THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON, STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA OR THE COUNTY OF FULTON OR DE KALB, STATE OF GEORGIA, UNITED STATES OF AMERICA, AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF THE BORROWERS HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

(c)       THE BORROWERS AGREE THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWERS PROVIDED IN SECTION 11.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT.

(d)       NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE THE BORROWERS OR ANY OF THE BORROWERS’ PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.

(e)       IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE BORROWERS, THE AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

11.15.       Payments. All principal, interest and other amounts to be paid by the Borrowers under this Agreement and the other Loan Documents shall be made to the Agent at the Principal Office in Dollars and in immediately available funds, without setoff, deduction or counterclaim. Whenever any payment under this Agreement or any other Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time in such case shall be included in the computation of interest and fees, as applicable, and as the case may be.

11.16.       Subordination. Until the Obligations are paid in full and the Agent and the Lenders are under no further obligation to lend or extend funds or credit which would constitute Obligations, the Borrowers hereby

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unconditionally subordinate all present and future debts, liabilities or obligations of any Guarantor or any Subsidiary which is not a Guarantor, as the case may be, to the Borrowers to the Obligations, and all amounts due under such debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected for and upon request of Agent paid over forthwith to the Agent, for the benefit of the Lenders, on account of the Obligations and, pending such payment, shall be held by the Borrowers as agent and bailee of the Agent and the Lenders separate and apart from all other funds, property and accounts of the Borrowers; provided that (a) the foregoing subordination shall not apply to the Intercompany Accounts until the Senior Credit Agreement is terminated and all obligations thereunder are paid in full, and (b) the foregoing subordination and the Borrowers’ obligations with respect thereto shall be subject to the terms of the Intercreditor Agreement. The Borrowers shall execute such further documents in favor of the Agent, for the benefit of the Lenders, to further evidence and support the purpose of this Section 11.16. The Borrowers hereby irrevocably waive and release any right or rights of subrogation or contribution existing at law, by contract or otherwise to recover all or any portion of any payment made hereunder from any Guarantor unless and until the Obligations are paid in full and the Agent and the Lenders are under no further obligation to lend or extend further credit which would constitute Obligations.

11.17.       Joint and Several Obligations. The Loan to Borrowers under this Agreement and the Obligations shall constitute one joint and several general obligation of each of the Borrowers and Guarantors. Each Borrower and Guarantor shall be jointly and severally liable to the Lenders for all Obligations hereunder, it being stipulated and agreed that the Loan inures to the benefit of each of the Borrowers and Guarantors, and that the Lenders are relying on the joint and several liability of the Borrowers and Guarantors in extending credit hereunder. Each Borrower and Guarantor agrees that the joint and several liability of the Borrowers and Guarantors shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with the Borrowers and Guarantors, each Borrower and Guarantor hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower and Guarantor hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Lenders first to resort to any other right, remedy or security; neither Borrower nor any Guarantor shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; nothing shall discharge or satisfy the liability of either Borrower or any Guarantor hereunder except the full payment and performance of all of the Obligations; any and all present and future debts and obligations of each Borrower to the other Borrower or any Guarantor are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present and future obligations of the Borrowers and Guarantors to the Lenders.

[Signatures on following pages]

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EX-10.71

Promissory Note

(Term Loan)

$2,000,000.00 Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of SUNTRUST BANK (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION DOLLARS ($2,000,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

 Each Borrower shall be jointly and severally liable as a primary obligor.

 If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable,

 without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

 In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

 Interest hereunder shall be computed as provided in the Agreement.

 This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

 The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

 This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

 All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.72

Promissory Note

(Term Loan)

$2,000,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of AMSOUTH BANK (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION DOLLARS ($2,000,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

 Each Borrower shall be jointly and severally liable as a primary obligor.

 If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable,

 without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

 In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys' fees, and interest thereon at the rates set forth above.

 Interest hereunder shall be computed as provided in the Agreement.

 This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

 The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

 This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

 All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.73

Promissory Note

(Term Loan)

$2,400,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of WACHOVIA BANK, N.A. (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWO MILLION FOUR-HUNDRED THOUSAND DOLLARS ($2,400,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

Each Borrower shall be jointly and severally liable as a primary obligor.

If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid

interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed as provided in the Agreement.

This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.74

Promissory Note

(Term Loan)

$7,600,000.00  Charlotte, North Carolina
July 23, 2001

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A. AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM TIME TO TIME.

FOR VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its principal place of business located in Ooltewah, Tennessee (“Miller”) and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its principal place of business located in Ooltewah, Tennessee (“Miller Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the “Borrowers”), hereby promise to pay to the order of BANK OF AMERICA, N.A. (the “Lender”), in its individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”), located at One Independence Center, 101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) at the times set forth in the Amended and Restated Credit Agreement dated as of July 23, 2001 among the Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in effect from time to time, the “Agreement”; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of SEVEN MILLION SIX-HUNDRED THOUSAND DOLLARS ($7,600,000.00) on the Term Loan Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article II of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid or required to be prepaid as provided in the Agreement.

Each Borrower shall be jointly and severally liable as a primary obligor.

If payment of all sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid

interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed as provided in the Agreement.

This Note is one of the Notes referred to in the Agreement evidencing the Term Loan and is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. The obligations evidenced hereby are secured by the Security Instruments. This Note is subject to certain restrictions on transfer or assignment as provided in the Agreement.

The indebtedness evidenced by this Note constitutes a continuation and modification of a portion of that indebtedness previously outstanding under the Existing Credit Agreement. This Note is given as a substitution of, and not as a payment of, the existing Amended and Restated Promissory Note (Revolving Loan) and the existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers payable to the Lender (the “Existing Notes”). All of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Notes shall continue and be evidenced in part by this Note delivered in partial substitution for, and not payment or novation of, the Existing Note.

This Note shall be governed by and construed in accordance with the laws of the State of Georgia.

All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law all defenses based on suretyship or impairment of collateral and the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned unsatisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, diligence or any other formality are hereby waived by all parties bound hereon.

[Signature page follows.]

-2-

IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

	MILLER INDUSTRIES, INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:    J. Vincent Mish
	Title:       VP, CFO

(SEAL)

	MILLER INDUSTRIES TOWING EQUIPMENT INC.
ATTEST:
/s/ Frank Madonia	By:    /s/ J. Vincent Mish
Frank Madonia, Secretary	Name:   J. Vincent Mish
	Title:      VP, CFO

(SEAL)

-3-

EX-10.75

MILLER INDUSTRIES, INC.

WARRANT AGREEMENT

July 23, 2001

TABLE OF CONTENTS

		Page
ARTICLE I	CERTAIN DEFINITIONS	1
ARTICLE II	RIGHT TO PURCHASE WARRANT SHARES	5
2.1	Form of Warrant Certificates	5
2.2	Legend	5
2.3	Warrant Tranches	6
2.4	Delivery of the Warrant Certificates	6
ARTICLE III	EXERCISE OF WARRANTS	7
3.1	Exercise Price	7
3.2	Restrictions on Exercise; Expiration	7
3.3	Method of Exercise; Payment of Exercise Price	7
3.4	Dividends and Distributions	8
ARTICLE IV	ADJUSTMENTS	8
4.1	Upon Stock Dividends, Subdivisions or Splits	9
4.2	Upon Combinations	9
4.3	Upon Reclassifications, Reorganizations, Consolidations or Mergers	9
4.4	Deferral in Certain Circumstances	9
ARTICLE V	RESERVATION AND AUTHORIZATION OF COMMON SHARES, ETC.	10
5.1	Reservation and Authorization	10
5.2	Covenant Regarding Common Stock	10
ARTICLE VI	WARRANT TRANSFER BOOKS: RESTRICTIONS ON TRANSFER	10
6.1	Transfer and Exchange	10
6.2	Special Transfer Provisions	11
6.3	Surrender of a Warrant Certificate	11
ARTICLE VII	NOTICE TO HOLDERS	11
7.1	Notices of Corporate Actions	11
7.2	Taking of Record	12
7.3	Closing of Transfer Books	12
ARTICLE VIII	REGISTRATION	13
8.1	Corporation Covenants	13
8.2	Holder Covenants	17
8.3	Indemnification	18
ARTICLE IX	MISCELLANEOUS	20
9.1	Loss or Mutilation	20
9.2	Payment of Taxes	20
9.3	Notices	21
9.4	Governing Law	21
9.5	Assignment; Successors	21
9.6	Counterparts	21
9.7	Amendments	21
9.8	Headings	22
9.9	Third Party Beneficiaries	22
9.10	Severability	22
9.11	No Inconsistent Agreements	22
9.12	Limitation on Holders’ Rights	22

i

EXHIBIT A	Warrant Certificate	A-1
ATTACHMENT-1	Notice of Intention to Exercise Warrant for Cash	B-1

ii

WARRANT AGREEMENT

WARRANT AGREEMENT, dated as of July 23, 2001 (this “Agreement”), among MILLER INDUSTRIES, INC., a Tennessee corporation (the “Corporation”), and each person attaching a signature page hereto and each other institution which may hereafter execute and deliver an instrument of assignment pursuant to Schedule 11.1 that certain Amended and Restated Credit Agreement, dated July 23, 2001, by and among the Corporation, the Lenders party thereto and Bank of America, N.A., as Agent for the Lenders (as amended, restated, supplemented, or modified, the “Credit Agreement”) (each an “Investor” and, collectively the “Investors”).

Pursuant to the terms of the Credit Agreement, the Corporation has agreed to enter into this Agreement to issue to the Investors warrants (the “Warrants”) exercisable for shares of common stock, $0.01 par value per share, of the Corporation (the “Common Stock”).

The Corporation has authorized the issuance to the Investors and to their designated Affiliates (which are, where applicable, referred to as Investors herein) of the Warrants under the terms and conditions hereof, which number of shares is subject to increase or decrease as provided herein.

In consideration of the foregoing and of the representations, warranties and agreements contained in the Credit Agreement, and for the purpose of defining the terms and provisions of the Warrants and the Warrant Shares (as defined herein) and the respective rights and obligations thereunder of the Corporation and the Holders (as defined herein), the Corporation and the Investors hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided:

(a)     the terms defined in this Article 1 have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)     the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or other subdivision; and

(c)     any capitalized term otherwise not defined herein, shall have the meaning ascribed to it under the Credit Agreement.

“Affiliate” means, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second person, whether through the ownership of voting securities, by contract or otherwise.

“Board” or “Board of Directors”means the board of directors of the Corporation.

“Business Day” means any day which is not a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, executive order, regulation or governmental decree to close.

“Capital Stock” shall mean the Common Stock and preferred stock of the Corporation.

“Change of Control” means: (i) the consummation of a merger or consolidation of the Corporation with or 

into another entity or any other corporate reorganization, or transfer of shares, in either case whereby any person or group acquires beneficial ownership of more than 50% of the combined voting power of all classes of the continuing or surviving entity’s capital stock outstanding immediately after such merger, consolidation or other reorganization, or transfer of shares, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets. A transaction shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Corporation’s incorporation or organization or to create a holding Corporation, subsidiary or other affiliate that will be owned by the Corporation or by the persons who held the Corporation’s securities immediately before such transaction in substantially the same proportions as before.

“Closing” means either the Tranche I Closing or the Tranche II Closing, whichever is applicable for a particular Warrant.

 “Commission” means the Securities and Exchange Commission.

 “Common Stock” means the common stock, $0.01 par value per share, of the Corporation.

 “Corporation” has the meaning set forth in the preamble hereto.

“Credit Agreement” has the meaning set forth in the preamble hereto.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

 “Exercise Price” shall mean either the Tranche I Exercise Price or the Tranche II Exercise, whichever is applicable for a particular Warrant.

“Expiration Date” means either the Tranche I Expiration Date or the Tranche II Expiration Date, whichever is applicable for a particular Warrant.

 “Holders” means the holders from time to time of the Warrants or the Warrant Shares issued upon exercise of the Warrants.

 “Independent Valuation Firm” means an independent, experienced appraisal firm which is a member of a recognized professional association of business appraisers acceptable to a majority of the Board of Directors of the Corporation and the applicable Holder and which has not been called upon to audit the financial statements of the Corporation or such Holder.

“Market Price” shall mean on any date specified herein, with respect to Common Stock or to common stock (or equivalent equity interests) issued pursuant to a Change of Control, the amount per share equal to (i) the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant) or, if no such sale takes place on any such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which the same are then listed or admitted to trading, or (ii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then listed or admitted to trading on any national securities exchange, the average sale price of the last sale price of shares of Common Stock, regular way, or of shares of such common stock (or equivalent equity interests) for the immediately preceding twenty (20) Business Days (or such other period as may be specified in this Warrant), or, if no such sale takes place on any such date, the average of the reported closing bid and asked prices thereof on such date, in each case as quoted in the Nasdaq National Market or, if no shares of Common Stock or no shares of such common stock (or equivalent equity interest), as the case may be, are then quoted in the Nasdaq National Market or Nasdaq Smallcap Market, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of the New York Stock Exchange selected by the Corporation, or (iii) if no shares of Common Stock or no shares of such common stock (or equivalent equity interests), as the case may be, are then 

2

listed or admitted to trading on any national securities exchange or quoted or published in the over-the-counter market, the higher of (x) the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation, as of the last day of any month ending within sixty (60) days preceding the date as of which the determination is to be made or the price per Warrant Share determined in good faith by the Board of Directors as of the relevant Closing and notified to the Investors in accordance with Section 7.1 (the “Initially Determined Price”); provided, however, if any Investor who is entitled to receive any Warrants with respect to the related Closing objects to the Board of Directors’ determination of such Market Price pursuant to clause (iii) above within five Business Days’ of receipt of such notice by a written notice of objection delivered to the Corporation (an “Objection Notice,” and each Investor who has delivered an Objection Notice an “Objecting Investor”), the Market Price shall be such price per Warrant Share as of the relevant Closing as may be redetermined by the Board of Directors in consultation with and subject to the agreement of each Objecting Investor, each of whom shall be required to negotiate in good faith and use commercially reasonable efforts to reach agreement prior to the Referral Date (as defined herein) (and such price shall be final upon the agreement of each of the Objecting Investors); provided, further that if the Board of Directors and each Objecting Investor are not able to agree on the Market Price within ten (10) Business Days after the Corporation’s receipt of all timely Objection Notices (the “Referral Date”), the Market Price shall be the price per Warrant Share as of the relevant Closing determined by an Independent Valuation Firm, not discounting value due to the fact that such securities constitute a minority interest, and lack liquidity but assuming that the sale would be between a willing buyer and a willing seller, neither of which is under any compulsion to sell or buy. The Board of Directors shall submit its valuations and any other relevant data, and any Investor may submit its own valuation and any other data, to the Independent Valuation Firm and the Corporation shall instruct, and shall use commercially reasonable efforts to cause the Independent Valuation Firm to make its own determination of the Market Price by not later than fifteen (15) Business Days after the Referral Date. If the Independent Valuation Firm fails to determine a price per share on or before the twentieth (20^th) Business Day following the Referral Date, the Initially Determined Price shall be deemed final and binding. If the Independent Valuation Firm determines a price per share on or before the twentieth (20^th) Business Day following the Referral Date, whether such price is higher or lower than the Initially Determined Price, the determination of the final Market Price by such Independent Valuation Firm shall be final and binding upon the parties. The Corporation agrees to pay 50%, and the Objecting Investors jointly agree to pay 50%, of the fees and expenses of the Independent Valuation Firm.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Tranche I Closing” has the meaning set forth in Section 2.3(a) hereof.

“Tranche II Closing” has the meaning set forth in Section 2.3(b) hereof.

“Tranche I Exercise Price” is equal to the Market Price as of the Tranche I Closing.

“Tranche II Exercise Price” is equal to the Market Price as of the Tranche II Closing.

“Tranche I Expiration Date” for each Warrant issued pursuant to Section 2.3(a) hereunder, is equal to the date that is seven years from the date hereof.

“Tranche II Expiration Date” for each Warrant issued pursuant to Section 2.3(b) hereunder, is equal to the date that is eight years from the date hereof.

“Tranche I Shares” means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(a) hereof.

“Tranche II Shares” means the Warrant Shares (as adjusted in accordance with Section 4 herein) to be issued in accordance with Section 2.3(b) hereof.

“Transfer Legend” means a legend in the form required by Section 2.2 hereof.

3

“Warrants” have the meaning set forth in the preamble hereto.

“Warrant Certificates” has the meaning set forth in Section 2.1 hereof.

“Warrant Shares” means shares of Common Stock issuable upon exercise of a Warrant Certificate.

ARTICLE II

RIGHT TO PURCHASE WARRANT SHARES

2.1    Form of Warrant Certificates.  Any certificate representing the Warrants (a “Warrant Certificate”), the form of which is attached hereto as Exhibit A, shall be detachable from this Agreement and the Credit Agreement and shall be dated the date on which it is signed by a duly authorized officer of the Corporation and shall have such insertions as are appropriate or required or permitted by this Agreement and may have such letters, numbers or other marks of identification as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement or the Credit Agreement.

2.2      Legend.   Each Warrant Certificate shall bear on the face thereof a legend (the “Transfer Legend”) substantially in the following form:

“This Warrant has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

 Except as otherwise permitted by this Section 2.2, (a) each certificate for Common Stock (or other security) issued upon the exercise of any Warrant, and (b) each certificate issued upon the direct or indirect transfer of any such Common Stock (or other security) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be transferred in the absence of such registration or an exemption therefrom under such Act.”

The holder of any Warrant or Warrant Share shall be entitled to receive from the Corporation, without expense, new securities of like tenor not bearing the applicable legend set forth above in this Section 2.2 when such securities shall have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering such securities, (b) sold to the public pursuant to Rule 144 or any comparable rule under the Securities Act, or (c) when, in the opinion of independent counsel for the holder thereof experienced in Securities Act matters, such restrictions are no longer required in order to insure compliance with the Securities Act.

2.3     Warrant Tranches.

The Warrants shall be issuable to the Investors in accordance with the provisions of this Section 2.3.

(a)      Tranche I.   On the earliest practicable date following the One-Year Anniversary (as defined in the Credit Agreement) (the “Tranche I Closing”), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the One-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 0.5% times the number of outstanding shares of Common Stock of the Corporation as of the One-Year Anniversary (the “Tranche I

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Shares”). Each Investor a party to this Agreement on the One-Year Anniversary shall receive that number of the Tranche I Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche I Shares issuable by the Corporation pursuant to this clause (a).

(b)     Tranche II.  On the earliest practicable date following the Two-Year Anniversary (as defined in the Credit Agreement) (the “Tranche II Closing”), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 1.5% times the number of outstanding shares of Common Stock of the Corporation as of the Two-Year Anniversary (the “Tranche II Shares”). Each Investor a party to this Agreement on the Two-Year Anniversary shall receive that number of the Tranche II Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche II Shares issuable by the Corporation pursuant to this clause (b).

2.4      Delivery of the Warrant Certificates.  Within ten (10) days of any Closing, the Corporation shall issue to any Investor who is entitled to receive Warrants in accordance with Section 2.3 above, a Warrant Certificate for Warrants to purchase said number of Warrant Shares, which number of Warrant Shares is subject to increase and decrease as provided in Article 4 below.  In the event a Holder exercises its right to acquire Warrant Shares granted under any Warrant Certificate, certificates for the shares of Common Stock so purchased shall be issued in the name of, or as directed by, the Holder and delivered to Holder, or its transferee (as provided in Article 6 herein), within a reasonable time and, unless such Warrant Certificate has been fully exercised or has expired, a new Warrant Certificate representing the shares with respect to which such Warrant Certificate shall not have been exercised shall also be issued to Holder, or its transferee, within such time.

ARTICLE III

EXERCISE OF WARRANTS

3.1     Exercise Price.  The Warrant Certificates shall entitle the Holders thereof, subject to the provisions of this Agreement, to purchase, as applicable: (a) the Tranche I Warrant Shares at the Tranche I Exercise Price and (b) the Tranche II Warrant Shares at the Tranche II Exercise Price.

3.2     Restrictions on Exercise; Expiration.  Subject to the terms and conditions of this Agreement, on or before the applicable Expiration Date, the Warrants may be exercised on any Business Day as to all or any portion of the Warrant Shares. If any of the Warrants are not exercised by 5:00 p.m., New York City time, on the applicable Expiration Date, this Agreement and unexercised Warrants and Warrant Certificates shall expire and all rights of the Holders hereunder and thereunder shall terminate unless otherwise provided herein or therein.

3.3      Method of Exercise; Payment of Exercise Price.

(a)      In order to exercise all or any of the Warrants, a Holder thereof shall provide written notice in substantially the form of Attachment-1 to Exhibit A to the Corporation at its address set forth in Section 9.3 hereof specifying the number of Warrants being exercised. Such notice shall be accompanied by one or more Warrant Certificates representing not less than the number of Warrants being exercised, together with payment in full of the applicable per share Exercise Price multiplied by the number of Warrant Shares to be purchased pursuant to the exercise. The Exercise Price shall be payable, at the option of such Holder by wire transfer, certified check, official bank check or bank cashier’s check payable to the order of the Corporation.  If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Certificate(s) tendered in connection with the exercise, the Corporation shall issue new Warrant Certificate(s) for the unexercised Warrants in accordance with instructions contained in the notice of exercise and this Agreement.

(b)     In lieu of exercising this Warrant pursuant to Section 3.2(a) above, Holder may elect to 

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receive shares based on the value of this Warrant (or  the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to Holder a number of shares of Common Stock computed using the following formula:

X = Y (A-B)
             A

Where:

X=         the number of shares of Common Stock to be issued to Holder;

Y=         the number of shares of Common Stock purchasable under this Warrant (at the date of such calculation);

A=         the Market Value of one share of the Corporation’s Common Stock (at the date of such calculation); and

B=          Exercise Price as of the date of issuance of the Warrant (adjusted to the date of such calculation).

Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly to, or upon the written order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder thereof, (ii) deliver such evidence of ownership and any other securities or property (including money) to the person or persons entitled to receive the same, and (iii) reissue, as the case may be, a Warrant Certificate for any unexercised Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise of the Warrant Certificate representing such Warrant being exercised and the payment of or surrender of Warrants representing the Exercise Price thereof, and, for all purposes of this Agreement, the person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive any Warrant Shares or other securities or property (including money) to which such person would have been entitled had such person been the record holder of such Warrant Shares or other securities or property on such date.

3.4     Dividends and Distributions.   For so long as any of the Warrants remain outstanding and unexercised, the Corporation will, upon the declaration of a cash dividend upon its Common Stock or other distribution to the holders of its Common Stock (other than a dividend to holders of its Common Stock payable in shares of the Corporation’s Common Stock) and at least 10 days prior to the record date, notify the Holders of such declaration, which notice will contain, at a minimum, the following information: (i) the anticipated date of the declaration of the dividend or distribution, (ii) the amount of such dividend or distribution, (iii) the record date of such dividend or distribution, (iv) the payment date or distribution date of such dividend or distribution, and (v) the Corporation’s best estimate of the frequency and amount of cash dividends or other distributions to be paid or made in each of the succeeding three years.

ARTICLE IV

ADJUSTMENTS

The number of Warrant Shares for which any Warrant is exercisable and the applicable Exercise Price for such Warrant shall be subject to adjustment from time to time as set forth in this Section 4.

4.1     Upon Stock Dividends, Subdivisions or Splits. If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock then, the number of shares of Common Stock purchasable on exercise of a Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock, and

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the applicable Exercise Price per share for such Warrant Shares shall be decreased in proportion to such increase in outstanding shares of Common Stock.

4.2     Upon Combinations.   If, at any time  after the date hereof, the number of shares of Common Stock outstanding is decreased by any combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable on exercise of a Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock, and the applicable Exercise Price per share for such Warrant Shares shall be increased in proportion to such decrease in outstanding shares of Common Stock.  

4.3     Upon Reclassifications, Reorganizations, Consolidations or Mergers.   In the event of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any Change of Control transaction, all Warrants issuable hereunder shall after such reorganization, reclassification, consolidation, or merger be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the successor corporation resulting from such consolidation or surviving such merger, if any, to which the holder of the number of shares of Common Stock deliverable upon exercise of a Warrant issuable hereunder (immediately prior to the time of such reorganization, reclassification, consolidation or merger) would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. Furthermore, the Corporation will not merge into or consolidate with any other person, or sell or otherwise transfer its property, assets and business substantially as an entirety to a successor of the Corporation, unless prior to the consummation of such reorganization, reclassification, consolidation or merger, the successor corporation (if other than the Corporation) resulting from such reorganization, reclassification, consolidation, assumes, by written instrument, the obligation to deliver to the Holder of a Warrant issuable hereunder, such shares of stock, securities or assets, which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon exercise. 

4.4     Deferral in Certain Circumstances.   In any case in which the provisions of this Section 4 shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event the shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event and issuing to such Holder only the shares of Common Stock issuable upon such exercise before giving effect to such adjustments; provided, however, that the Corporation shall deliver to such Holder an appropriate instrument or due bills evidencing such Holder’s right to receive such additional shares.

ARTICLE V

RESERVATION AND AUTHORIZATION OF COMMON SHARES, ETC.

5.1     Reservation and Authorization.  The Corporation hereby represents and warrants that it has reserved, and shall at all times hereafter reserve and keep available, for issuance upon exercise of the Warrants such number of its duly authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants and will cause appropriate evidence of ownership of such Warrant Shares or other securities to be delivered to the Holders of the Warrants upon their request for delivery of such, and shall take such action as shall be necessary so that all such shares of Common Stock, shall to the extent such shares are eligible for listing on a securities exchange, at all times, be duly approved for listing, subject to official notice of issuance, on each securities exchange, if any, on which such shares of Common Stock or other securities are then listed.

5.2     Covenant Regarding Common Stock.  The Corporation covenants that, except as contemplated by the Agreements, all shares of Common Stock will, upon issuance, be (a) duly authorized, validly issued, fully paid and nonassessable, (b) free from preemptive and any other similar rights and (c) free from any taxes, liens, charges or security interest with respect thereto.

ARTICLE VI

WARRANT TRANSFER BOOKS: RESTRICTIONS ON TRANSFER

6.1     Transfer and Exchange.

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(a)     The Corporation shall keep and maintain a register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of the Warrant Certificates on the Corporation’s records and transfers or exchanges of the Warrant Certificates as herein provided.

(b)      Subject to the provisions of this Article 6, a Holder may transfer a Warrant Certificate and the Warrants represented thereby in whole or in part by written notice to the Corporation stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. Any transferee shall agree in writing to be subject to the terms and conditions of this Agreement and the Agreements.

(c)      Subject to Section 6.2(b) hereof, when a Warrant Certificate is presented to the Corporation with a request to register the transfer of such Warrant Certificate, the Corporation shall register the transfer or make the exchange as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied. To permit registrations of transfers and exchanges, the Corporation shall execute and deliver such Warrant Certificate in accordance with the provisions hereof. No service charge shall be made for any registration of transfer or exchange of the Warrants.

6.2     Special Transfer Provisions.

(a)     By its acceptance of the Warrants represented by a Warrant Certificate bearing the Transfer Legend, each Holder of the Warrants acknowledges the restrictions on transfer of the Warrants and Warrant Shares and agrees that it will transfer the Warrants and Warrant Shares only in accordance with those restrictions.

(b)     Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares not bearing the Transfer Legend, the Corporation shall deliver a Warrant Certificate or stock certificate that does not bear the Transfer Legend. Upon the transfer, exchange or replacement of a Warrant Certificate or certificate representing Warrant Shares bearing the Transfer Legend, the Corporation shall deliver such Warrant Certificate or stock certificate bearing the Transfer Legend, unless such legend may be removed from a Warrant Certificate or stock certificate as provided in the next sentence. The Transfer Legend may be removed from a Warrant Certificate or stock certificate if there is delivered to the Corporation an opinion of legal counsel satisfactory to the Corporation to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such security will not violate the registration and prospectus delivery requirements of the Securities Act or applicable law; provided, however, that the Corporation shall not be required to determine the sufficiency of any such evidence.

6.3     Surrender of a Warrant Certificate.   Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby shall be promptly canceled by the Corporation and shall not be reissued by the Corporation and, except in case of mutilation or partial exercise of the Warrants represented by such Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof.

ARTICLE VII

NOTICE TO HOLDERS

7.1     Notices of Corporate Actions.

In case:

(a)      the Corporation shall grant to the holders of its Capital Stock as a class any rights or warrants to subscribe for or purchase any shares of Capital Stock of any class; or

(b)      of any reclassification of the Capital Stock, or of any consolidation, merger or share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the sale or transfer of all or substantially all of the assets of the Corporation, or of a Change of Control; or

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(c)      of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or

(d)      the Corporation or any subsidiary shall commence a tender offer for all or a portion of the outstanding shares of Capital Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); or

(e)      the Corporation shall take an action or an event shall occur that would require a Warrant Share and/or Exercise Price adjustment pursuant to Section 4; or

(f)     the Board of Directors shall determine the Market Price with respect to any Closing, any Referral Date shall occur or the Market Price shall be redetermined in accordance with the definition thereof;

then the Corporation shall cause to be mailed to each Investor at its last address as such address appears in the stock register, (i) in the case of any action covered by clauses (a) through (d) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and (ii) in the case of any other such action, as soon as practicable, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of the Common Stock of record who will be entitled to such dividend, distribution, rights or warrants are to be determined, (2) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (3) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the applicable Exercise Price, the Warrant Shares issuable hereunder and the kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (f) of this Section 7.1.

7.2     Taking of Record. In the case of all dividends or other distributions by the Corporation to the holders of its Common Stock with respect to which any provision of any Section hereof refers to the taking of a record of such holders, the Corporation will in each such case take such a record and will take such record as of the close of business on a Business Day.

7.3     Closing of Transfer Books.  The Corporation shall not at any time, except upon dissolution, liquidation or winding up of the Corporation, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

ARTICLE VIII

REGISTRATION

8.1     Corporation Covenants.

(a)     Registrable Securities.  As used herein,“Registrable Securities” shall mean (i) the Warrant Shares and (ii) any Common Stock issued or issuable at any time or from time to time in respect of the Warrant Shares upon a conversion, stock split, stock dividend, recapitalization or other similar event involving the Corporation; provided, however, that no shares shall be included in any registration under this Agreement unless such shares shall have been first converted to Common Stock; and provided further that shares shall cease to be Registrable Securities at

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such time as they become eligible for sale pursuant to Rule 144 under the Securities Act, and provided further that shares shall cease to be Registrable Securities at such time as they are sold by a person in a transaction in which his rights under this Agreement are not properly assigned.

(b)     Registration Upon Request.  At any time after the date hereof, the Holder or Holders of Registrable Securities constituting at least a majority of the total number of shares of Registrable Securities then outstanding or issuable upon exercise of then outstanding Warrants may request the Corporation to register under the Securities Act, for sale in accordance with the method of disposition specified in such notice, all or any portion of the Registrable Securities held by such requesting Holder or Holders; provided, however, that the aggregate offering price of the shares of Registrable Securities to be registered (if they constitute less than all of the Registrable Securities held by the requesting Holder or Holders) must be reasonably likely to equal or exceed $500,000; and provided further, that the Corporation shall have no obligation to (i) effect more than two (2) registration under this Section 8.1(b) during any period of twelve (12) consecutive months; or (ii) to effect any registration under this Section 8.1(b) within 180 days after the effective date of any registered offering of the Corporation’s securities to the general public in which such Holder or Holders shall have been able to register all Registrable Securities as to which registration shall have been requested pursuant to Section 8.1(c).

(c)     Incidental Registration.  If the Corporation at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the Holders of its intention to do so. Upon the written request of any Holder, given within ten (10) days after receipt of any such notice, to register any of such Holder’s Registrable Securities (which request must state the intended method of disposition thereof), the Corporation will use its commercially reasonable efforts (as set forth in Section 8.1(d)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to a registration statement covering Registrable Securities and such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

(d)     Obligations of the Corporation.  If and whenever the Corporation is required by the provisions of Section 8.1(b) or (c) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable Securities under the Securities Act, the Corporation will, as expeditiously as possible:

(i)     prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on the appropriate form and in compliance in all material respects with the Securities Act (the “Registration Statement”) covering such Registrable Securities, and use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicable;

(ii)     prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective (including, without limitation, any amendments or supplements which may be required as a result of any changes in any Holder’s plan of distribution) until the earlier of (1) such time as all the

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Registrable Securities have been sold by the Holders or (2) such time as the Registrable Securities will no longer be required to be registered for the resale thereof by any Holder by reason of Rule 144 of the SEC under the Securities Act or any other rule of similar effect; provided, however, that the Corporation in good faith, may delay the filing of any amendment or supplement to the Registration Statement for a reasonable period of time, not to exceed 90 days, in order to permit the Corporation (A) to effect disclosure or disposition or consummation of any transaction requiring confidential treatment which is being actively pursued at such time and which would require disclosure in the Registration Statement or (B) to negotiate, effect or complete any transaction which the Corporation reasonably believes might be jeopardized, delayed or made more costly to the Corporation by disclosure in the Registration Statement;

(iii)     advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose if such stop order, suspension or proceeding would prohibit the resale of the Registrable Securities by any Holder; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued;

(iv)      use its reasonable best efforts to furnish to the Holders with respect to the Registrable Securities registered on the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of the prospectus included in the Registration Statement (the “Prospectus”) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably request, in order to facilitate the resale of all or any of the Registrable Securities by the Holders, it being understood and agreed that the Holders will comply with the provisions of the Securities Act and of such other securities or state securities laws (“Blue Sky”) as may be applicable to selling stockholders in connection with any use of the Prospectus;

(v)      within the time during which a Prospectus is required to be delivered under the Securities Act, comply as far as it is able with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the rules and regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the Registrable Securities as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, the Corporation will promptly notify the Holders and will, subject to the proviso in clause (ii) above, amend the Registration Statement or supplement the Prospectus so as to correct such statement or omission or effect such compliance and will immediately notify the Holders of the filing and effectiveness of each amendment to the Registration Statement and the filing of each supplement to the Prospectus;

(vi)     use its reasonable best efforts to register and qualify the Registrable Securities under the securities laws of such jurisdictions as any of the Holders may reasonably request and to continue such qualifications in effect so long as the Registration Statement is kept effective pursuant to this Section 8.1, except that the Corporation shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any such jurisdiction;

(vii)     if the Registrable Securities are to be sold in an underwritten offering, the Corporation will furnish, at the request of the selling Holder(s), on the date that such Registrable Securities are delivered to the underwriters for sale in an underwritten public offering (1) an opinion, dated as of such date, of counsel for the Corporation for the purposes of such registration,

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addressed to the underwriters, in a customary form and covering maters of the type customarily covered in opinions of issuer’s counsel delivered to the underwriters in underwritten public offerings, and such other legal matters as such underwriter may reasonably request, and (2) a “comfort” letter, dated as of such date, signed by the independent public accountants of the Corporation who have certified the Corporation’s financial statements included in such registration statement, addressed to the underwriters, in a customary form and covering matters of the type customarily covered in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings and such other financial information (including information as to the period ending not more than five (5) business days prior to the date of such letter) as such underwriter may reasonably request; and, with each Holder, enter into customary agreements (including an underwriting agreement in customary form) and take such other actins as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities in an underwritten offering; and

(viii)     bear all expenses in connection with the procedures in this Section 8.1 (including without limitation all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Corporation, blue sky fees and expenses and the expense of any special audit incident to or required by any such registration), other than underwriting discounts, selling commissions, and fees and the expenses, if any, of counsel or other advisers to any of the Holders, which shall be borne by the Holders.

(e)     The Corporation shall be entitled to require that the parties refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Registration Statement that has been declared effective by the SEC or otherwise, if the board of directors of the Corporation reasonably determines that such, public sales, or distributions would interfere in any material respect with any transaction involving the Corporation that the board of directors reasonably determines to be material to the Corporation. The board of directors shall, as promptly as practicable, give the holders of the Registrable Securities written notice of any such development. In the event of a request by the board of directors of the Corporation that the holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities, the Corporation shall be required to lift such restrictions regarding effecting public sales or distributions of the Registrable Securities as soon as reasonably practicable after the board of directors shall reasonably determine public sales or distributions by the holders of the Registrable Securities shall not interfere with such transaction, provided, that in no event shall any requirement that the holders of Registrable Securities refrain from effecting public sales or distributions in the Registrable Securities extend for more than 180 days.

(f)If any Registration Statement relates to an underwritten public offering, the right of any Holder to participate in such registration pursuant shall be conditioned upon such Holder participating in such reasonable underwriting arrangements as the Corporation shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The participating Holders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Corporation and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Corporation. Notwithstanding any other provision of this Agreement, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Holders) would materially adversely effect such offering, the number of Registrable Securities to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Registrable Securities proposed to be sold by each Holder as compared to the number of shares proposed to be sold by all shareholders. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Corporation and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of

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time as the underwriters may require.

(g)     The Corporation shall have the right to terminate or withdraw any Registration Statement initiated by it under Section 8.1(c) of this Agreement prior to the effectiveness of such Registration Statement whether or not any Holder has elected to include securities in such registration.

8.2     Holder Covenants.

(a)     Each Holder shall furnish the Corporation such information regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably request in writing.

(b)     Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities to give at least three (3) business hours prior written notice to the Corporation of any proposed sale of Registrable Securities pursuant to an effective Registration Statement, specifying the proposed date of such sale, and not to make such sale (1) unless such three (3) business hours elapse without response from the Corporation, or (2) in the event the Corporation responds by stating that an amendment to such Registration Statement or supplement to the Prospectus must be filed in accordance with Section 8.1(d)(v), until the Corporation notifies the Holder that the Registration Statement has been amended or the Prospectus supplemented as required. Each Holder further agrees that if the Registrable Securities are not sold within 24 hours of the time such notice is delivered to the Corporation, it will not sell any Registrable Securities without again complying with the notice provisions of this Section 8.2(b). For purposes hereof, “business hours” means the hours of 9:00 a.m. to 6:00 p.m. on any day when the New York Stock Exchange is open for trading.

(c)     Each Holder of the Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Corporation of the happening of any event of the kind described in the second sentence of subdivision (v) of Section 8.1(d) or pursuant to Section 8.1(e), such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (v) of Section 8.1(a) or of notice from the Corporation pursuant to Section 8.1(e), and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus relating to such Registrable Securities at the time of receipt of such notice.

8.3     Indemnification.

(a)     The Corporation will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holder, and each person controlling such Holder, with respect to which registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, legal counsel for such underwriter and each person who controls any underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus or other document (including any related Registration Statement) incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of any rule or regulation promulgated under the Securities Act applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance; and the Corporation will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,

13

liability or action; provided, however, that the indemnity contained in this Section 8.3(a) shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if settlement is effected without the consent of the Corporation (which consent shall not unreasonably be withheld); and provided, further, that the Corporation will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Corporation by such Holder, underwriter or controlling person and stated to be for use in connection with the offering of Registrable Securities. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(b)     Each Holder will indemnify the Corporation, each of its directors and officers, each legal counsel and independent accountant of the Corporation, each underwriter, if any, of the Corporation’s securities covered by such a Registration Statement, each person who controls the Corporation or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors and constituent partners and each person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Corporation, such Holder, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such Holder and stated to be specifically for use in connection with the offering of Registrable Securities; provided, however, that each Holder’s liability under this Section 8.3(b) shall not exceed such Holder’s proceeds from the offering of Registrable Securities made in connection with such registration.

(c)     Promptly after receipt by an indemnified party under this Section 8.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8.3(c), notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Corporation and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 8.3, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party, and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party.

(d)     If the indemnification provided for in this Section 8.3 from an indemnifying party is unavailable to an indemnified party hereunder in respect to any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information supplied by such indemnifying party or

14

indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, proceeding or claim.

ARTICLE IX

MISCELLANEOUS

9.1     Loss or Mutilation.  Upon receipt by the Corporation from any Holder of evidence reasonably satisfactory to the Corporation of the ownership of and the loss, theft, destruction or mutilation of a Warrant Certificate and an indemnity reasonably satisfactory to it (it being understood that the written indemnification agreement of Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender and cancellation hereof, the Corporation will execute and deliver in lieu hereof a new Warrant Certificate of like tenor to such Holder; provided, however, that, in the case of mutilation, no indemnity shall be required if such Warrant in identifiable form is surrendered to the Corporation for cancellation.

9.2     Payment of Taxes.  The Corporation shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of Warrant Shares or of other securities or property deliverable upon exercise of the Warrants (other than income taxes imposed on the Holders). The Corporation shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares or other securities or property issuable upon the exercise of the Warrants or payment of cash to any person other than the Holder of a Warrant Certificate surrendered upon exercise of the Warrants, and in case of such transfer or payment, the Corporation shall not be required to issue any stock certificate or pay any cash until such tax or charge has been paid or it has been established to the Corporation’s satisfaction that no such tax or charge is due.

9.3     Notices.  Any notice, demand or delivery authorized by this Agreement shall be in writing and shall be delivered (a) by hand or overnight courier service or (b) mailed or sent by electronic transmission or transmission by telecopier or confirmed facsimile, in each case properly addressed to the party to be notified at the addresses set forth in the Credit Agreement or such other address or telecopy number as shall have been furnished to the party giving or making such notice, demand or delivery. Any notice that is sent in a manner provided herein shall have been duly given when sent.

9.4     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

9.5     Assignment; Successors.  Subject to Section 6.2(a) hereof, this Agreement may be assigned by the Investors to any Affiliate at any time upon written notice. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Investors and their respective successors and assigns, and the Holders from time to time of the Warrants. Nothing in this Agreement is intended or shall be construed to confer upon any person, other than the Corporation, and the Investors, any right, remedy or claim under or by reason of this Agreement or any part hereof. The parties acknowledge, that upon the assignment of an Investor’s rights under the Credit Agreement as provided in Section 11.1 of the Credit Agreement, the assignee of said rights shall become a party hereto as an “Investor”, with all rights, obligations and benefits of an Investor hereunder; provided, however, that any Investor who receives a Warrant Certificate hereunder prior to any such assignment, shall after such assignment, continue to have all rights under this Agreement with respect to said Warrant Certificate and the Warrant Shares issuable thereunder.

9.6     Counterparts.  This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.7     Amendments.  Any provision of this Agreement or the Warrant Certificates may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Corporation and the Investors holding a majority in interest of the issued or issuable Warrant Shares; provided, however, if any amendment

15

adversely affects any Investor materially differently than it affects all other Investors hereunder, said amendment shall not be effective against such Investor without the written consent of such Investor.

9.8     Headings.  The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

9.9     Third Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Corporation, on the one hand, and the Investors, on the other hand, and each such Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights.

9.10     Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

9.11     No Inconsistent Agreements.  The Corporation has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement that is inconsistent with the rights granted to the Investors herein or that otherwise conflicts with the provisions hereof.

9.12     Limitation on Holders’ Rights.  Prior to the exercise of any Warrant, the Holder thereof shall not be entitled to any rights of a shareholder, including, without limitation, the right to vote or receive dividends or other distributions, or any notice of any proceedings of the Company except as expressly provided in this Agreement.

16

IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed, as of the date first above written

MILLER INDUSTRIES, INC.

By:        /s/ Frank Madonia

Name:  Frank Madonia

Title:    Executive Vice President

BANK OF AMERICA, N.A.

By:       /s/ John P. McDuffie

Name:  John P. McDuffie

Title:    Vice President

WACHOVIA BANK, N.A.

By:       /s/ William W. Teegarden

Name:   William W. Teegarden

Title:     Senior Vice President

AMSOUTH BANK, N.A.

By:       /s/ M. Rex Hamilton

Name:  M. Rex Hamilton

Title:    Commercial Banking Officer

SUNTRUST BANK

By:       /s/ Samuel Ballesteros

Name:  Samuel Ballesteros

Title:    Director

EXHIBIT A

FORM OF WARRANT CERTIFICATE

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE SECURITIES LAWS OR OTHER JURISDICTIONS, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE LAW.

No. ______ Warrants to purchase an aggregate

 of __________ Shares of Common Stock

WARRANT TO PURCHASE COMMON STOCK

This certifies that, for value received, _______________________ (the “Holder”) or its assigns, is entitled to purchase [__] shares of common stock (“Common Stock”) (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and similar events), of Miller Industries, Inc. (the “Corporation”). This Warrant entitles the holder thereof (the “Holder”) to purchase from the Corporation the shares of Common Stock issuable hereunder at the purchase price (the “Exercise Price”) of [$__] per share subject to the terms and conditions hereof and of that certain Warrant Agreement, dated July 23, 2001, among the Corporation and the Investors thereto (the “Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The number of shares purchasable upon exercise of this Warrant Certificate and the Exercise Price per share are subject to adjustment from time to time as set forth in the Agreement. In order to exercise this Warrant Certificate, the registered Holder hereof must surrender this Warrant Certificate and pay the appropriate Exercise Price at the office of Corporation as set forth in the Agreement or to its successor.

This Warrant Certificate is one of a duly authorized issue of warrants evidencing the right to purchase shares of Common Stock of the Corporation and is issued under and in accordance with the Agreement, and is subject to the terms and provisions contained therein, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Corporation and the Holder of the Warrants. The summary of the terms of the Agreement contained in this Warrant Certificate is qualified in its entirety by express reference to the Agreement.

Copies of the Agreement are on file at the office of the Corporation and may be obtained by writing to the Corporation requesting the same.

 All shares of Common Stock issuable by the Corporation upon the exercise of this Warrant Certificate shall be validly issued, fully paid and nonassessable.

Subject to the requirements set forth in the Agreement and the restrictions on transfer set forth above, this Warrant Certificate and all rights hereunder shall be transferable by the registered Holder hereof on the register of the Corporation maintained by the Corporation for such purpose at its office upon surrender of this Warrant Certificate duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Corporation duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer the Corporation will issue and deliver to such Holder a new Warrant Certificate with respect to any portion not so transferred.

A-1

This Warrant Certificate shall be void and all exercise rights evidenced hereby shall cease on [_________ __, ____].

A-2

This Warrant Certificate and the Agreement are subject to amendment as provided in the Agreement.

Dated: ________ ___, _____.

MILLER INDUSTRIES, INC.

By:

Name:

Title:

A-3

ATTACHMENT-1

Notice of Intention to Exercise Warrant for Cash

The undersigned holder of the attached Warrant Certificate hereby exercises the right to exchange the attached Warrant Certificate for the number of shares of Common Stock of Miller Industries, Inc. shown below in accordance with the terms thereof and directs that (i) such shares be issued and delivered to the undersigned as provided by the terms of the attached Warrant Certificate, and (ii) a certificate representing the number of shares covered by the attached Warrant Certificate which shall thereafter remain unexercised, if any, also be delivered to the undersigned. This notice is accompanied by the aggregate purchase price shown below.

1.      Number of shares as to which exercised: ________________________________

         AND

2.      Aggregate Purchase Price: ___________________________________________

(Signature of Holder)

B-1

EX-21

Subsidiaries

Name of Entity	State of Incorporation
A-Excellence Towing Co.	Delaware
Ackerman Wrecker Service, Inc.	Delaware
All American Towing Services, Inc.	Delaware
Allied Gardens Towing, Inc.	Delaware
Allied Towing and Recovery, Inc.	Delaware
Altamonte Towing, Inc.	Delaware
Anderson Towing Service, Inc.	Delaware
APACO, Inc.	Delaware
Arrow Wrecker Service, Inc.	Delaware
A to Z Enterprises, Inc.	Delaware
B&B Associated Industries, Inc.	Delaware
B-G Towing, Inc.	Delaware
Bear Transportation, Inc.	Delaware
Beaty Towing & Recovery, Inc.	Delaware
Bert’s Towing Recovery Corporation	Delaware
Bill Gerlock Towing Co.	Oregon
Bob’s Auto Service, Inc.	Delaware
Bob Bolin Services, Inc.	Delaware
Bob Vincent and Sons Wrecker Service, Inc.	Kentucky
Boulevard & Trumbull Towing, Inc.	Delaware
Brewer’s, Inc.	Delaware
Bryrich Corporation	Delaware
C&L Towing Services, Inc.	Delaware
Cal West Towing, Inc.	Delaware
Cardinal Centre Enterprises, Inc.	California
Cedar Bluff 24 Hour Towing, Inc.	Delaware
Central Valley Towing, Inc.	Delaware
Century Holdings, Inc.	Tennessee
Chad’s, Inc.	Delaware
Champion Carrier Corporation	Delaware
Chevron, Inc.	Pennsylvania
Chicago Metro Services, Inc.	Illinois
Clarence Cornish Automotive Service, Inc.	Delaware
Cleveland Vehicle Detention Center, Inc.	Delaware
Coffey’s Towing, Inc.	Delaware
Coleman’s Towing & Recovery, Inc.	Michigan
Competition Wheelift, Inc.	Delaware
D.A. Haneline, Inc.	Delaware
DVREX, Inc.	Texas
Dick’s Towing & Road Service, Inc.	Delaware
Dollar Enterprises, Inc.	Delaware
Don’s Towing, Inc.	Delaware

Name of Entity	State of Incorporation
Dugger’s Services, Inc.	Delaware
Dun-Rite Towing Inc.	Delaware
DuRu, Inc.	Delaware
E.B.T., Inc.	Delaware
Export Enterprises, Inc.	Delaware
Gary’s Towing & Salvage, Inc.	Delaware
Golden West Towing Equipment Inc.	Delaware
Good Mechanic Auto Co. of Richfield, Inc.	Delaware
Great America Towing, Inc.	Delaware
Greg’s Towing, Inc.	Delaware
H&H Towing Enterprises, Inc.	Delaware
Hall’s Towing Service, Inc.	Delaware
Hendrickson Towing, Inc.	Delaware
H.M.R. Enterprises, Inc.	Maryland
Interstate Towing & Recovery, Inc.	Delaware
Kauff’s, Inc.	Delaware
Kauff’s of Ft. Pierce, Inc.	Florida
Kauff’s of Miami, Inc.	Florida
Kauffs of Palm Beach, Inc.	Florida
Ken’s Towing, Inc.	Delaware
King Automotive & Industrial Equipment, Inc.	Delaware
Lazer Tow Services, Inc.	Delaware
Levesque’s Auto Service, Inc.	Delaware
LWKR, Inc.	Delaware
Lincoln Towing Enterprises, Inc.	Delaware
M&M Towing and Recovery	Delaware
Maejo, Inc.	Delaware
Mel’s Acquisition Corp.	Delaware
Merl’s Towing Service, Inc.	Delaware
Mid America Wrecker & Equipment Sales, Inc. of Colorado	Delaware
Mike’s Wrecker Service, Inc.	Delaware
Miller Financial Services Group, Inc.	Tennessee
Miller/Greeneville, Inc.	Tennessee
Miller Industries Distributing, Inc.	Delaware
Miller Industries International, Inc.	Tennessee
Miller Industries Towing Equipment Inc.	Delaware
Moore’s Service & Towing, Inc.	Delaware
Moore’s Towing Service, Inc.	Delaware
Mosteller’s Garage, Inc.	Delaware
Murphy’s Towing, Inc.	Delaware
Official Towing, Inc.	Delaware
O’Hare Truck Service, Inc.	Delaware

 -2-

Name of Entity	State of Incorporation
P.A.T., Inc.	Delaware
Pipes Enterprises, Inc.	Delaware
Pro-Tow, Inc.	Delaware
Pullen’s Truck Center, Inc.	Delaware
Purpose, Inc.	Delaware
RAR Enterprises, Inc.	Delaware
RMA Acquisition Corp.	Delaware
RRIC Acquisition Corp.	Delaware
Randy’s High Country Towing, Inc.	Delaware
Ray Harris, Inc.	Delaware
Ray’s Towing, Inc.	Delaware
Recovery Services, Inc.	Delaware
RTIEX, Inc.	Oregon
RBEX, Inc.	Delaware
Road One, Inc.	Delaware
RoadOne Employee Services, Inc.	Delaware
Road One Insurance Services, Inc.	Delaware
Road One Service, Inc.	Delaware
RoadOne Specialized Transportation, Inc.	Delaware
RoadOne Transportation & Logistics, Inc.	Delaware
R.M.W.S., Inc.	Delaware
Sakstrup Towing, Inc.	Delaware
Sandy’s Auto & Truck Service, Inc.	Delaware
Sonoma Circuits, Inc.	Delaware
Southern Wrecker Center, Inc.	Delaware
Southern Wrecker Sales, Inc.	Delaware
Southwest Transport, Inc.	Florida
Speed’s Automotive, Inc.	Oregon
Speed’s Rentals, Inc.	Oregon
Sroga’s Automotive Services, Inc.	Delaware
Suburban Wrecker Service, Inc.	Delaware
Team Towing and Recovery, Inc.	Illinois
Ted’s of Fayville, Inc.	Delaware
Texas Towing Corporation	Delaware
Thompson’s Wrecker Service, Inc.	Delaware
Tow Pro Custom Towing & Hauling, Inc.	Delaware
Treasure Coast Towing, Inc.	Delaware
Treasure Coast Towing of Martin County, Inc.	Florida
Truck Sales & Salvage Co., Inc.	Delaware
Walker Towing, Inc.	Delaware
Wes’s Service Incorporated	Delaware
Western Towing; McClure/Earley Enterprises, Inc.	Delaware
Whitey’s Towing, Inc.	Delaware
Wiltse Towing, Inc.	Delaware

 -3-

Name of Entity	State of Incorporation
Zebra Towing, Inc.	Delaware
Zehner Towing & Recovery, Inc.	Delaware

-4-

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into Miller Industries, Inc.'s previously filed Registration Statements on Form S-4 (File No. 333-34641), and Form S-8 (File No. 33-82282).

ARTHUR ANDERSEN LLP

      /s/ ARTHUR ANDERSEN LLP

Chattanooga, Tennessee
July 25, 2001