8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 20, 2004

MILLER INDUSTRIES, INC.

(Exact name of Registrant as Specified in its Charter)

Tennessee	001-14124	62-1566286
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		Identification No.)

8503 Hilltop Drive           Suite 100           Ooltewah, TN	37363
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(Former name or former address if changed since last report)

ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE

            On January 20, 2004, the Registrant completed exchange transactions with Contrarian Funds, LLC and Harbourside Investments, LLLP, which are more fully described in the Registrant’s Definitive Proxy Statement filed with the Commission on January 23, 2004.  The Registrant is filing this Form 8-K in order to file as exhibits certain agreements entered into in connection with the exchange transactions.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.

(a)            Financial Statements of Businesses Acquired.

                None.

(b)           Pro Forma Financial Information.

               None.

(c)          Exhibits.

Exhibit No.	Description
10.1	Eighth Amendment to the Credit Agreement by and among the Registrant, CIT Group, Inc. and Bank of America, N.A., dated December 26, 2003
10.2	Ninth Amendment to the Credit Agreement by and between the Registrant and CIT Group, Inc., dated December 27, 2003
10.3	Modification of First Amendment to the Amended and Restated Intercreditor and Subordination Agreement by and among CIT Group, Inc., Bank of America, N.A., and Contrarian Funds, LLC dated December 26, 2003
10.4	Second Amendment to the Amended and Restated Intercreditor and Subordination Agreement by and between CIT Group, Inc. and Contrarian Funds, LLC, dated December 27, 2003
10.5	Amended and Restated Participation Agreement by and among the Registrant, CIT and William G. Miller, dated December 27, 2003
10.6	Amendment No. 3 to Amended and Restated Credit Agreement by and among the Registrant, Contrarian Funds, LLC and Harbourside Investments, LLLP, dated as of January 14, 2004

10.7	Exchange Agreement by and between the Registrant and Contrarian Funds, LLC, dated as of January 14, 2004
10.8	Exchange Agreement by and between the Registrant and Harbourside Investments, LLLP, dated as of January 14, 2004
10.9	Registration Rights Agreement by and among the Registrant, Harbourside Investments, LLLP and Contrarian Funds, LLC, dated January 20, 2004

SIGNATURES

            Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MILLER INDUSTRIES, INC.   /s/ Frank Madonia                                           By:  Frank Madonia, Executive Vice President        President, Secretary and General        Counsel
Date:       January 23, 2004

Index to Exhibits

Exhibit No.	Description
10.1	Eighth Amendment to the Credit Agreement by and among the Registrant, CIT Group, Inc. and Bank of America, N.A., dated December 26, 2003
10.2	Ninth Amendment to the Credit Agreement by and between the Registrant and CIT Group, Inc., dated December 27, 2003
10.3	Modification of First Amendment to the Amended and Restated Intercreditor and Subordination Agreement by and among CIT Group, Inc., Bank of America, N.A., and Contrarian Funds, LLC dated December 26, 2003
10.4	Second Amendment to the Amended and Restated Intercreditor and Subordination Agreement by and between CIT Group, Inc. and Contrarian Funds, LLC, dated December 27, 2003
10.5	Amended and Restated Participation Agreement by and among the Registrant, CIT and William G. Miller, dated December 27, 2003
10.6	Amendment No. 3 to Amended and Restated Credit Agreement by and among the Registrant, Contrarian Funds, LLC and Harbourside Investments, LLLP, dated January 14, 2004
10.7	Exchange Agreement by and between the Registrant and Contrarian Funds, LLC, dated January 14, 2004
10.8	Exchange Agreement by and between the Registrant and Harbourside Investments, LLLP, dated January 14, 2004
10.9	Registration Rights Agreement by and between the Registrant and Contrarian Funds, LLC, dated January 20, 2004

EX-10.1

Exhibit 10.1

                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

         THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and
entered into as of the 26th day of December 2003, by and among MILLER
INDUSTRIES, INC., a Tennessee corporation ("Parent"), each of the other
Subsidiaries of Parent listed on the signature pages hereof (together with
Parent, collectively, "Borrowers"), the Lenders whose signatures appear on the
signature pages hereof (the "Lenders"), THE CIT GROUP/BUSINESS CREDIT, INC., as
Collateral Agent, and BANK OF AMERICA, N.A., as Administrative Agent,
Syndication Agent, Existing Title Collateral Agent and Letter of Credit Issuer
(in such capacities, together with the Collateral Agent, the "Agents").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, Borrower, the Lenders and the Agents entered into that certain
Credit Agreement, dated as of July 23, 2001, pursuant to which the Lenders
agreed to make certain loans to Borrowers (as amended, modified, supplemented
and restated from time to time, the "Credit Agreement"); and

         WHEREAS, Borrowers, Lenders and Agents desire to amend the Credit
Agreement by terminating the Commitments of Bank of America, N.A. ("Bank of
America") and Fleet Capital Corporation ("Fleet") as lenders thereunder and to
release Bank of America as Administrative Agent, Syndication Agent, Existing
Title Collateral Agent and Letter of Credit Issuer.

         NOW, THEREFORE, in consideration of the foregoing promises, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

         1. DEFINITIONS. All capitalized terms used herein and not otherwise
expressly defined herein shall have the respective meanings given to such terms
in the Credit Agreement.

         2. AMENDMENTS TO CREDIT AGREEMENT.

                  (a) Annex A to the Credit Agreement shall be amended by:

                           (i) amending the definition of Administrative Agent
by deleting the name "Bank of America" and inserting in lieu thereof the name
"CIT".

                           (ii) amending the definition of Existing Titled
Collateral Agent by deleting the name "Bank of America" and inserting in lieu
thereof the name "CIT".

                           (iii) amending the definition of Letter of Credit
Issuer by deleting the text thereof in its entirety and replacing it with the
following: means any Affiliate of CIT that issues any Letter of credit pursuant
to this Agreement.

                           (iv) amending the definition of Syndication Agent by
deleting the name "Bank of America" and inserting in lieu thereof the name
"CIT".


                  (b) adding thereto, in the appropriate place based on
alphabetical order, the following new defined terms:

         "EIGHTH AMENDMENT" means that certain "Eighth Amendment to Credit
Agreement" by and among the Borrowers, Lenders, and Agents, as identified
therein, effective as of the Eighth Amendment Effective Date.

         "EIGHTH AMENDMENT EFFECTIVE DATE" means December 26, 2003.

                  (c) The introductory paragraph of the Credit Agreement shall
be amended by deleting the text thereof in its entirety and inserting in lieu
thereof the following text:

         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"), The CIT Group/Business Credit, Inc., as collateral agent,
administrative agent, syndication agent, existing titled collateral agent and as
Letter of Credit Issuer ("AGENT" sometimes also referred to herein as "AGENTS"),
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").

                  (d) Section 1.2(b)(3) of the Credit Agreement shall be amended
by deleting the text thereof in its entirety and in lieu thereof inserting the
following place-holder: "[Intentionally Reserved]".

                  (e) Section 1.4(h) of the Credit Agreement shall be amended by
deleting the second sentence thereof in its entirety.

                  (f)      Schedule 1.1 to the Credit Agreement shall be amended
and restated in the form attached hereto.

                  (g) The Credit Agreement shall be amended by replacing all
references to Bank of America as Existing Titled Collateral Agent,
Administrative Agent and Syndication Agent with references to CIT as Existing
Titled Collateral Agent, Administrative Agent and Syndication Agent.

         3. The Borrowers, Lenders and Agents acknowledge and agree that as of
the date hereof, (i) the respective Commitments of Bank of America and Fleet
shall terminate, (iii) each of Bank of America and Fleet shall relinquish its
rights as a Lender under the Credit Agreement (other than any rights Bank of
America and Fleet may have as a Lender under subsection 13.11 of the Credit
Agreement), including, without limitation the right to payment of any portion of
the Waiver and Forbearance Fee and the Contingent Payment Fee (as defined in the
Forbearance Agreement, dated as of October 31, 2003, entered into by and among
the Agents, Lenders and

                                       2


Borrowers (the "Forbearance Agreement")); (iv) each of Bank of America and Fleet
shall be released from its obligations as a Lender under the Credit Agreement
(including, without limitation, any obligations relating to letters of credit
outstanding as of the date hereof) and any related loan documents and shall
cease to be a party thereto, and (v) Bank of America shall be released from its
obligations as administrative agent, syndication agent, existing titled
collateral agent and letter of credit issuer under the Credit Agreement. In
addition, Borrowers agree to pay to the Agent, for distribution among Bank of
America, Fleet and CIT, based on the each party's commitment percentage
immediately prior to the effectiveness of this Amendment, any and all interest,
unused line fees and letter of credit fees accrued up to and including the
Eighth Amendment Effective Date which are due to the Lenders pursuant to Article
2 of the Credit Agreement.

         4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWERS. To induce
Agents and Lenders to enter into this Amendment, each Borrower hereby
represents, warrants and covenants to Agents and Lenders that:

                  (a) as of the date hereof, and after giving effect to the
          terms hereof, there exists no Default or Event of Default under the
          Credit Agreement or any of the other Loan Documents, except (i)
          Existing Defaults (as defined in the Forbearance Agreement) and (ii)
          the Event of Default resulting from Borrowers' breach of Section 7.13
          of the Credit Agreement by the incurrence of debt to Mr. Bill Miller
          in the amount of $150,000 in connection with the payment of a certain
          expense deposit to General Electric Capital Corporation;

                  (b) each representation and warranty made or deemed to be made
          in this Amendment and in the Loan Documents is true and correct in all
          material respects on and as of the date of this Amendment (except to
          the extent that any such representation or warranty relates to a prior
          specific date or period and except for any representation or warranty
          that is untrue as a result of the occurrence or continuance of any of
          the Existing Defaults as defined in the Forbearance Agreement) and
          Borrowers hereby reaffirm each of the agreements, covenants and
          undertakings set forth in the Loan Documents and in each and every
          other agreement, instrument and other document executed in connection
          therewith or pursuant thereto as if Borrowers were making said
          agreements, covenants and undertakings on the date hereof;

                  (c) each Borrower has the power and is duly authorized to
          enter into, deliver and perform this Amendment; and

                  (d) this Amendment and each of the Loan Documents is the
          legal, valid and binding obligation of each Borrower enforceable
          against it in accordance with its terms.

                  (e) (i) each Borrower's obligations relating to the Letters of
          Credit issued by Bank of America under the Credit Agreement, including
          reimbursement for payments by Bank of America on the Letters of Credit
          and all fees, expenses, indemnification and other obligations of the
          Borrower relating thereto (collectively, "Bank of America

                                       3


          Obligations"), shall remain in full force and effect, notwithstanding
          termination of Bank of America's Commitment hereunder, and (ii)
          concurrently with Bank of America's execution of this Amendment, the
          Borrowers are delivering to Bank of America, and hereby pledge to Bank
          of America, cash collateral (the "Cash Collateral"), for the benefit
          of Collateral Agent, Bank of America, and Lenders, to secure the
          Obligations and the Bank of America Obligations, in an amount equal to
          103% of the stated amount of such Letters of Credit; and

                  (f) each Borrower acknowledges and agrees that it has no
          actual or potential claim or cause of action against any of the Agents
          or Lenders relating to any actions or events occurring on or before
          the date hereof, and hereby waives and releases any right to assert
          the same.

         5. CASH COLLATERAL. Each of the parties hereto acknowledges and agrees
that the security interest of Collateral Agent in the Cash Collateral is
subordinate to Bank of America's liens in and to the Cash Collateral. With
respect to each Letter of Credit, the Cash Collateral securing such Letter of
Credit (to the extent not used to reimburse Bank of America for draws on the
applicable Letter of Credit, or any fees and expenses directly related thereto)
will be released to the Collateral Agent upon receipt by Bank of America of (a)
the original of such Letter of Credit, or (b) confirmation from the beneficiary
thereof, reasonably satisfactory to Bank of America, that such Letter of Credit
has been terminated.

         6. MISCELLANEOUS. Each of the Borrowers agrees to take such further
action as the Agents shall reasonably request in connection herewith to evidence
the agreements herein contained. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument. The Credit Agreement, as amended hereby, shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Georgia, but without giving
effect to principles of conflicts of laws thereof. This Amendment may not be
modified, altered or amended except by agreement in writing signed by all of the
parties hereto. Each Borrower acknowledges that it has consulted with counsel
and with such other expert advisors as it deemed necessary in connection with
the negotiation, execution and delivery of this Amendment. This Amendment shall
be construed without regard to any presumption or rule requiring that it be
construed against the party causing this Amendment or any part hereof to be
drafted.

                            [signature pages follow]


                                       4




         IN WITNESS WHEREOF, Borrowers, the Agents and the Lenders have caused
this Agreement to be duly executed, all as of the date first above written.

                                    "PARENT"

                                    MILLER INDUSTRIES, INC.


                                    By:/s/ J. Vincent Mish
                                       J. Vincent Mish
                                       Chief Financial Officer


                                    "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/ J. Vincent Mish
                                       -------------------------------
                                    J. Vincent Mish
                                    Vice President and Attorney-in-Fact of each
                                    entity listed above



                                       5



                                    "SUBSIDIARY ROADONE BORROWERS"

                                     AETEX, INC., F/K/A A-EXCELLENCE
                                        TOWING CO.
                                     ALL AMERICAN TOWING SERVICES,
                                        INC.
                                     B-G TOWING, INC.
                                     BEAR TRANSPORTATION, INC.
                                     BTRCX, INC. F/K/A BERT'S TOWING
                                        RECOVERY CORPORATION
                                     BBSX, INC. F/K/A BOB BOLIN SERVICES,
                                        INC.
                                     BASIEX, INC. F/K/A BOB'S AUTO SERVICE,
                                        INC.
                                     BTRX, INC.
                                     BVSWS, INC. F/K/A BOB VINCENT AND SONS
                                        WRECKER SERVICE, INC.
                                     CAL WEST TOWING, INC.
                                     CBTX, INC., F/K/ACEDAR BLUFF 24 HOUR
                                        TOWING, INC.
                                     CCASX, INC.
                                     CEX, INC., F/K/A CHAD'S INC.
                                     CVDC, F/K/A CLEVELAND VEHICLE
                                        DETENTION CENTER, INC.
                                     D.A. HANELINE, INC.
                                     DVREX, INC.
                                     DOLLAR ENTERPRISES, INC.
                                     DSX, INC., F/K/A DUGGER'S SERVICES, INC.
                                     GMAR, INC., F/K/A GOOD MECHANIC AUTO
                                        CO. OF RICHFIELD, INC.
                                     GREAT AMERICA TOWING, INC.
                                     GREG'S TOWING, INC.
                                     HTX, INC.
                                     LTSX, INC., F/K/A LAZER TOW SERVICES, INC.
                                     LASX, INC.
                                     LWKR, INC.
                                     MAEJO, INC.
                                     MEL'S ACQUISITION CORP.
                                     MGEX, INC.
                                     MSTEX, INC.
                                     MTSX INC.
                                     MURPHY'S TOWING, INC.

                                       6


                                     P.A.T., INC.
                                     PEX, INC., F/K/A/ PIPES ENTERPRISES,INC.
                                     RMA ACQUISITION CORP.
                                     RRIC ACQUISITION CORP.
                                     RSX, INC., F/K/A RECOVERY SERVICES,
                                        INC.
                                     ROAD ONE, INC.
                                     ROADONE EMPLOYEE SERVICES, INC.
                                     ROAD ONE INSURANCE SERVICES, INC.
                                     ROAD ONE SERVICE, INC.
                                     ROAD ONE SPECIALIZED TRANSPORTATION, INC.
                                     ROADONE TRANSPORTATION AND LOGISTICS, INC.
                                     R.M.W.S., INC.
                                     SWSX, INC. (F/K/A SUBURBAN WRECKER SERVICE,
                                        INC.)
                                     TEXAS TOWING CORPORATION
                                     TPCTH, INC.
                                     TREASURE COAST TOWING, INC.
                                     TREASURE COAST TOWING OF MARTIN COUNTY,
                                         INC.
                                     TSSC, INC., F/K/A TRUCK SALES & SALVAGE
                                        CO., INC.
                                     TWSX, INC.
                                     WSX, INC., F/K/A WES'S SERVICE
                                        INCORPORATED
                                     WTX, INC. (F/K/A WILTSE TOWING, INC.)
                                     WTC, INC.
                                     WTEX, INC.
                                     ZTRX, INC., F/K/A ZEHNER TOWING &
                                        RECOVERY, INC.


                                     By:   J. Vincent Mish
                                         --------------------------------------
                                         J. Vincent Mish
                                         Vice President and Attorney-in-Fact
                                         of each entity listed above

                    [Signatures Continue on Following Pages]



                                       7




                                     "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/ Sherry Lail
                                             -----------------------------------
                                     Name:   Sherry Lail
                                             -----------------------------------
                                     Title:    Senior Vice President
                                             -----------------------------------

                                     "LETTER OF CREDIT ISSUER"

                                     BANK OF AMERICA, N.A., as the Letter of
                                     Credit Issuer


                                     By:     /s/ Sherry Lail
                                             -----------------------------------
                                     Name:   Sherry Lail
                                             -----------------------------------
                                     Title:    Senior Vice President
                                             -----------------------------------

                                     "COLLATERAL AGENT"

                                     THE CIT GROUP/BUSINESS CREDIT, INC., as
                                     the Collateral Agent


                                     By:       /s/ Kenneth B. Butler
                                             -----------------------------------
                                     Name:     Kenneth B. Butler
                                             -----------------------------------
                                     Title:    Vice President
                                             -----------------------------------

                     [Signatures Continue on Following Page]


                                       8




                                     "LENDERS"

                                     BANK OF AMERICA, N.A., as a Lender


                                     By:     /s/ Sherry Lail
                                             -----------------------------------
                                     Name:   Sherry Lail
                                             -----------------------------------
                                     Title:    Senior Vice President
                                             -----------------------------------

                                     THE CIT GROUP/BUSINESS CREDIT, INC.,
                                     as a Lender


                                     By:       /s/ Kenneth B. Butler
                                             -----------------------------------
                                     Name:     Kenneth B. Butler
                                             -----------------------------------
                                     Title:    Vice President
                                             -----------------------------------


                                     FLEET CAPITAL CORPORATION, as a Lender


                                     By:      /s/ Wes Manus
                                             -----------------------------------
                                     Name:    Wes Manus
                                             -----------------------------------
                                     Title:   Vice President
                                             -----------------------------------

EX-10.2

Exhibit 10.2

                 NINTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

         THIS NINTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (the "Amendment")
is made and entered into as of the 27th day of December 2003, by and among
MILLER INDUSTRIES, INC., a Tennessee corporation ("Parent"), each of the other
Subsidiaries of Parent listed on the signature pages hereof (together with
Parent, collectively, "Borrowers"), and THE CIT GROUP/BUSINESS CREDIT, INC., as
Agent and Lender ("Agent").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, reference is hereby made to that certain Credit Agreement,
dated as of July 23, 2001, by and among Borrowers, Agent, and certain financial
institutions signatory from time to time thereto as Lenders (as amended,
modified, supplemented and restated from time to time the "Credit Agreement"),
pursuant to which the Lenders agreed to make certain loans to Borrowers; and

         WHEREAS, Agent, Lenders and Borrowers wish to reduce the respective
amounts of the Maximum Miller Revolver Amount and the Maximum RoadOne Revolver
Amount, and to make the Ninth Amendment Date Term Loan and New Term Loan B, both
as hereinafter defined; and

         WHEREAS, the Borrowers, the Agent and Lenders desire to make certain
other amendments to the Credit Agreement on the terms and conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing promises, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

         1. DEFINITIONS. All capitalized terms used herein and not otherwise
expressly defined herein shall have the respective meanings given to such terms
in the Credit Agreement.

         2. AMENDMENTS TO CREDIT AGREEMENT.

                  (a) Annex A to the Credit Agreement shall be amended by:

                           (i) amending the definition of Maximum Miller
Revolver Amount by deleting the amount "$30,000,000" and inserting in lieu
thereof the text "$13,500,000; PROVIDED, HOWEVER, that the Maximum Miller
Revolver Amount shall be increased from time to time in an amount equal to the
reduction of the Maximum RoadOne Revolver Amount set forth in the definition of
Maximum RoadOne Revolver Amount in connection with the application to the
Obligations of Net Senior Creditor Proceeds required to be applied thereto in
accordance with Section 3.4(b)(i)." ;


                           (ii) amending subsection (b)(iv) of the definition of
Maximum RoadOne Revolver Amount by deleting the amount "$2,500,000" and
inserting in lieu thereof the amount "$1,500,000"; and

                           (iii) adding thereto, in the appropriate place based
on alphabetical order, the following new defined terms:

         "EARLY TERMINATION FEE" shall have the meaning ascribed to such term in
Section 3.2(b).


         "NINTH AMENDMENT" means that certain "Ninth Amendment to Credit
Agreement" by and among the Borrowers, Lenders, and Agent, as identified
therein, effective as of the Ninth Amendment Effective Date.

         "NINTH AMENDMENT EFFECTIVE DATE" means December 27, 2003.

                  (b) Section 1.3 of the Credit Agreement shall be amended by
deleting the text thereof in its entirety and inserting in lieu thereof the
following text:

         1.3      TERM LOANS.
                  ----------

                           (a)      ORIGINAL TERM LOANS.

                                    (i) AMOUNTS OF THE ORIGINAL TERM LOANS. Each
Lender severally agrees to make a term loan (any such term loan being referred
to as a "CLOSING DATE TERM LOAN" and such term loans being referred to
collectively as the "CLOSING DATE 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. To the extent
that, as of the Ninth Amendment Effective Date, the outstanding balance of the
Closing Date Term Loans (the "Balance") is less than $5,000,000, Lenders, agrees
to make an additional term loan to the Borrowers (the "NINTH AMENDMENT DATE TERM
LOAN") on such date equal to the difference between $5,000,000 and the Balance.
Each Closing Date Term Loan and the Ninth Amendment Date Term Loan shall be
referred to herein individually as, an "ORIGINAL TERM LOAN", and collectively as
the "ORIGINAL TERM LOANS".

                                    (ii) MAKING OF THE CLOSING DATE TERM LOANS.
Each Lender shall make the amount of such Lender's Closing Date Term Loans
available to the Agent in same day funds, to the Agent's designated account, not
later than 3:00 p.m. (Atlanta, Georgia time) on the Closing Date. After the
Agent's receipt of the proceeds of such Closing Date Term Loans, upon
satisfaction of the conditions precedent set forth in ARTICLE 8, the Agent shall
make the proceeds of such Closing Date Term Loans available to the Borrowers on
such Funding Date by transferring same day funds equal to the proceeds of such
Closing Date Term Loans received by the Agent to the Designated Account.


                                       2


                                    (iii) MAKING OF THE NINTH AMENDMENT DATE
TERM LOAN. On the Ninth Amendment Effective Date, the Agent shall make the
proceeds of the Ninth Amendment Date Term Loan available to the Borrowers by
transferring same day funds equal to the Ninth Amendment Effective Date Term
Loan to the Designated Account.

                                    (iv) ORIGINAL TERM LOAN AMORTIZATION. The
Original 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; PROVIDED, HOWEVER, that the
principal installment payments otherwise due by the Borrowers on November 1,
2003, December 1, 2003 and January 1, 2004 in accordance with the preceding
sentence shall be deferred and shall be due and payable by the Borrowers on the
Termination Date. Each such installment shall be payable to the Agent for the
account of the applicable Lenders. Payments or prepayments of the Original Term
Loans may not be reborrowed.

                  (b) NEW TERM LOANS.

                                    (i) AMOUNTS OF THE NEW TERM LOANS. Each
Lender severally agrees to make a term loan (any such term loan being referred
to as a "NEW TERM LOAN A" and such term loans being referred to collectively as
the "NEW TERM LOANS A") to the Borrowers on the date on which the Seventh
Amendment becomes effective in accordance with its terms (the "NEW TERM LOAN A
FUNDING DATE"), in an amount equal to such Lender's Pro Rata Share of
$2,000,000. In addition, CIT, as Lender hereunder, agrees to make a term loan
(the "NEW TERM LOAN B") to the Borrowers on the Ninth Amendment Effective Date,
in an amount equal to $10,000,000. Each of the New Term Loans A and the New Term
Loan B shall be referred to herein individually as, a "NEW TERM LOAN" and
collectively as, the "NEW TERM LOANS"). The New Term Loans shall initially be
Base Rate Term Loans.

                                    (ii) MAKING OF THE NEW TERM LOANS A. Each
Lender shall make the amount of such Lender's New Term Loan A available to the
Agent in same day funds, to the Agent's designated account, not later than 3:00
p.m. (Atlanta, Georgia time) on the New Term Loan A Funding Date. After the
Agent's receipt of the proceeds of such New Term Loans A, the Agent shall make
the proceeds of such New Term Loans A available to the Borrowers on such Funding
Date by paying down the balance of the then-outstanding Revolving Credit Loans
by the aggregate amount of the New Term Loans A (without any permanent reduction
in the Commitments as a result of such pay-down).

                                    (iii) MAKING OF THE NEW TERM LOAN B. The
Agent shall make the proceeds of the New Term Loan B available to the Borrowers
on the Ninth Amendment Effective Date by paying down the balance of the
then-outstanding Revolving Credit Loans by the aggregate amount of the New Term
Loan B (without any permanent reduction in the Commitments as a result of such
pay-down).

                                    (iii) NEW TERM LOAN PRINCIPAL PAYMENT. The
full principal amount of the New Term Loans, together with any then unpaid
interest thereon, shall be due and payable on the Termination Date. Interest
shall be payable on the New Term Loans in accordance with SECTION 2.1(A).

                                       3


                  (c) Section 2.7 and Section 7.23 of the Credit Agreement shall
be amended by deleting such Sections from the Credit Agreement in their
entirety.

                  (d) Section 3.2 of the Credit Agreement shall be amended by
amending subsection (b) of Termination of Total Facility by deleting the last
sentence thereof in its entirety and inserting in lieu thereof the following
text:

         "If this Agreement is terminated at any time from the Ninth Amendment
Effective Date through and including July 23, 2004, whether pursuant to this
Section or pursuant to SECTION 9.2, the Borrowers shall pay to the Agent, for
the account of the Lenders, an early termination fee (the "EARLY TERMINATION
FEE") in an amount equal to 2% of the sum of (i) the Maximum Revolver Amount
(after giving effect to any prior reductions thereof in accordance with SECTION
3.2(A)) PLUS (ii) the principal balance of the Term Loans; PROVIDED, HOWEVER,
that if this Agreement is terminated at any time during the aforementioned
period, and such termination is made in connection with a sale or transfer (in a
single transaction or two or more related transactions undertaken
contemporaneously) of 80% or more of the equity interest in Parent to a Person
who is not an Affiliate of Parent, the Early Termination Fee shall be an amount
equal to 1% of the sum of (iii) the Maximum Revolver Amount (after giving effect
to any prior reductions thereof in accordance with Section 3.2(a)) PLUS (iv) the
principal balance of the Term Loans. If this Agreement is terminated at any time
after July 23, 2004 but prior to the Stated Termination Date, the Early
Termination Fee shall be an amount equal to 1% of the sum of (iii) the Maximum
Revolver Amount (after giving effect to any prior reductions thereof in
accordance with Section 3.2(a)) PLUS (iv) the principal balance of the Term
Loans."

         (e) Section 6.8 of the Credit Agreement shall be amended by deleting
the text thereof in its entirety and inserting in lieu thereof the following:

                  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, except for the Junior Credit Agreement Payment
Default, as defined in the Forbearance Agreement, as of the Ninth Amendment
Effective Date, shall remain Solvent during the term of this Agreement.

                  (f) Each reference to Material Adverse Effect in Sections
6.18, 6.24 and 8.2(a)(iii) shall be deemed amended by the following
parenthetical: "(except in respect of the Junior Credit Agreement Payment
Default, as defined in the Forbearance Agreement)"

                  (g) Section 7.24 of the Credit Agreement shall be amended by
deleting the text thereof in its entirety and inserting in lieu thereof the
following:

                                       4


         7.24 EBITDA. On a consolidated basis, the Miller Borrowers shall
maintain an aggregate amount of EBITDA for each trailing three month period
ended as of the last day of each Fiscal Month, commencing on March 31, 2004, of
not less than $2,500,000.

                  (h) Schedule 1.1 to the Credit Agreement shall be amended and
restated in the form attached hereto.

          3. FORBEARANCE AGREEMENT AND CERTAIN WAIVERS. Reference is hereby made
to that certain Forbearance Agreement, dated as of October 31, 2003 (the
"FORBEARANCE AGREEMENT"), entered into by the Borrowers, Agent and Lender
whereby Agent and Lenders agreed to forbear from exercising all remedies
available to them under the Credit Agreement by reason of certain Existing
Defaults (as defined in the Forbearance Agreement). In consideration of the
forbearances, the Borrowers agreed to pay to the Agent, for the benefit the
Lenders, a "Waiver and Forbearance Fee" in the amount of $200,000 and a
"Contingent Payment Fee" in the amount of $100,000. Agent and Lenders
acknowledge and agree that, as of the Ninth Amendment Effective Date, (a) the
Existing Defaults, any breach of Section 6.25 of the Credit Agreement and the
breach of Section 7.13 of the Credit Agreement described in Section 4(a)(ii) of
the Eighth Amendment, (b) the Forbearance Agreement shall be deemed terminated
and (c) the Default Rate shall no longer be charged on the Obligations in
respect of the Existing Defaults. In addition, Agent and Lenders waive both the
Waiver and Forbearance Fee and the Contingent Payment Fee in their entireties.

          4. CONSENT. Agent and Lenders hereby consent, for purposes of Section
7.15 of the Credit Agreement, to the repayment by the Borrowers of the $150,000
indebtedness (the "150K Debt") described in Section 4(a)(ii) of the Eighth
Amendment.

          5. RELEASE. As a material inducement to Agent and Lenders to enter
into this Amendment and to continue to make loans under the Credit Agreement, as
amended hereby, all of which are to the direct advantage and benefit of the
Borrowers, the Borrowers, for themselves and their successors and assigns, (i)
do hereby remise, release, waive, relinquish, acquit, satisfy and forever
discharge Agent and Lenders, and all of the respective past, present and future
officers, directors, employees, agents, affiliates, attorneys, representatives,
participants, heirs, successors and assigns of Agent and Lenders (collectively,
the "Discharge Parties" and each a "Discharged Party"), from any and all manner
of debts, accountings, bonds, warranties, representations, covenants, promises,
contracts, controversies, agreements, liabilities, obligations, expenses,
damages, judgments, executions, actions, suits, claims, counterclaims, demands,
defenses, setoffs, objections and causes of action of any nature whatsoever,
whether at law or in equity, either now accrued or hereafter maturing and
whether known or unknown, including, but not limited to,

                                       5


any and all claims which may be based on allegations of breach of contract,
failure to lend, fraud, promissory estoppel, libel, slander, usury, negligence,
misrepresentation, breach of fiduciary duty, bad faith, lender malpractice,
undue influence, duress, tortious interference with contractual relations,
interference with management, or misuse of control which Borrowers now have or
hereafter can, shall or may have by reason of any matter, cause, thing or event
occurring on or prior to the date of this Amendment arising out of, in
connection with or relating to (i) the Obligations, including, but not limited
to, the administration or funding thereof, (ii) the Credit Agreement and any
Loan Documents, or the indebtedness evidenced and secured thereby, and (iii) any
other agreement or transaction between Borrowers and any Discharged Party
relating to or in connection with the Loan Documents or the transactions
contemplated therein; and (b) do hereby covenant and agree never to institute or
cause to be instituted or continue prosecution of any suit or other form of
action or proceeding of any kind or nature whatsoever against any Discharged
Party, by reason of or in connection with any of the foregoing matters, claims
or causes of action, provided, however, that the foregoing release and covenant
not to sue shall not apply to any claims arising after the date of this
Amendment with respect to acts, occurrences or events after the date of this
Amendment.

         6. FEES. Borrower shall pay to Agent, for the benefit of itself and the
Lenders, a fee of $850,000 (the "Amendment Fee") due and payable on January 2,
2004. The Amendment Fee shall be fully earned by Agent and the Lenders on the
Ninth Amendment Effective Date and shall not be subject to refund or rebate.

         7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWERS. To induce
Agent and Lenders to enter into this Amendment, each Borrower hereby represents,
warrants and covenants to Agents and Lenders that:

                  (a) as of the date hereof, and after giving effect to the
          terms hereof, there exists no Default or Event of Default under the
          Credit Agreement or any of the other Loan Documents;

                  (b) each representation and warranty made or deemed to be made
          in this Amendment and in the Loan Documents is true and correct in all
          material respects on and as of the date of this Amendment (except to
          the extent that any such representation or warranty relates to a prior
          specific date or period) and Borrowers hereby reaffirm each of the
          agreements, covenants and undertakings set forth in the Loan Documents
          and in each and every other agreement, instrument and other document
          executed in connection therewith or pursuant thereto as if Borrowers
          were making said agreements, covenants and undertakings on the date
          hereof;

                  (c) each Borrower has the power and is duly authorized to
          enter into, deliver and perform this Amendment; and

                  (d) this Amendment and each of the Loan Documents is the
          legal, valid and binding obligation of each Borrower enforceable
          against it in accordance with its terms.

         8. MISCELLANEOUS. Each of the Borrowers agrees to take such further
action as the Agents shall reasonably request in connection herewith to evidence
the agreements herein contained. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument. The Credit Agreement, as amended hereby, shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto. This

                                       6


Amendment shall be governed by, and construed and enforced in accordance with,
the internal laws of the State of Georgia, but without giving effect to
principles of conflicts of laws thereof. This Amendment may not be modified,
altered or amended except by agreement in writing signed by all of the parties
hereto. Each Borrower acknowledges that it has consulted with counsel and with
such other expert advisors as it deemed necessary in connection with the
negotiation, execution and delivery of this Amendment. This Amendment shall be
construed without regard to any presumption or rule requiring that it be
construed against the party causing this Amendment or any part hereof to be
drafted.

                            [signature pages follow]


                                       7




         IN WITNESS WHEREOF, Borrowers, the Agent and the Lenders have caused
this Agreement to be duly executed, all as of the date first above written.


                                    "PARENT"

                                    MILLER INDUSTRIES, INC.


                                    By: /s/ J. Vincent Mish
                                       J. Vincent Mish
                                       Chief Financial Officer


                                    "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/ J. Vincent Mish
                                       -------------------------------
                                    J. Vincent Mish
                                    Vice President and Attorney-in-Fact of each
                                    entity listed above



                    [signatures continue on following pages]

                                       8




                                    "SUBSIDIARY ROADONE BORROWERS"

                                     AETEX, INC., F/K/A A-EXCELLENCE
                                        TOWING CO.
                                     ALL AMERICAN TOWING SERVICES,
                                        INC.
                                     B-G TOWING, INC.
                                     BEAR TRANSPORTATION, INC.
                                     BTRCX, INC. F/K/A BERT'S TOWING
                                        RECOVERY CORPORATION
                                     BBSX, INC. F/K/A BOB BOLIN SERVICES,
                                        INC.
                                     BASIEX, INC. F/K/A BOB'S AUTO SERVICE,
                                        INC.
                                     BTRX, INC.
                                     BVSWS, INC. F/K/A BOB VINCENT AND SONS
                                        WRECKER SERVICE, INC.
                                     CAL WEST TOWING, INC.
                                     CBTX, INC., F/K/ACEDAR BLUFF 24 HOUR
                                        TOWING, INC.
                                     CCASX, INC.
                                     CEX, INC., F/K/A CHAD'S INC.
                                     CVDC, F/K/A CLEVELAND VEHICLE
                                        DETENTION CENTER, INC.
                                     D.A. HANELINE, INC.
                                     DVREX, INC.
                                     DOLLAR ENTERPRISES, INC.
                                     DSX, INC., F/K/A DUGGER'S SERVICES, INC.
                                     GMAR, INC., F/K/A GOOD MECHANIC AUTO
                                        CO. OF RICHFIELD, INC.
                                     GREAT AMERICA TOWING, INC.
                                     GREG'S TOWING, INC.
                                     HTX, INC.
                                     LTSX, INC., F/K/A LAZER TOW SERVICES, INC.
                                     LASX, INC.
                                     LWKR, INC.
                                     MAEJO, INC.
                                     MEL'S ACQUISITION CORP.
                                     MGEX, INC.
                                     MSTEX, INC.
                                     MTSX INC.
                                     MURPHY'S TOWING, INC.

                                       10


                                     P.A.T., INC.
                                     PEX, INC., F/K/A/ PIPES ENTERPRISES,INC.
                                     RMA ACQUISITION CORP.
                                     RRIC ACQUISITION CORP.
                                     RSX, INC., F/K/A RECOVERY SERVICES,
                                        INC.
                                     ROAD ONE, INC.
                                     ROADONE EMPLOYEE SERVICES, INC.
                                     ROAD ONE INSURANCE SERVICES, INC.
                                     ROAD ONE SERVICE, INC.
                                     ROAD ONE SPECIALIZED TRANSPORTATION, INC.
                                     ROADONE TRANSPORTATION AND LOGISTICS, INC.
                                     R.M.W.S., INC.
                                     SWSX, INC. (F/K/A SUBURBAN WRECKER SERVICE,
                                        INC.)
                                     TEXAS TOWING CORPORATION
                                     TPCTH, INC.
                                     TREASURE COAST TOWING, INC.
                                     TREASURE COAST TOWING OF MARTIN COUNTY,
                                         INC.
                                     TSSC, INC., F/K/A TRUCK SALES & SALVAGE
                                        CO., INC.
                                     TWSX, INC.
                                     WSX, INC., F/K/A WES'S SERVICE
                                        INCORPORATED
                                     WTX, INC. (F/K/A WILTSE TOWING, INC.)
                                     WTC, INC.
                                     WTEX, INC.
                                     ZTRX, INC., F/K/A ZEHNER TOWING &
                                        RECOVERY, INC.


                                     By:   J. Vincent Mish
                                         --------------------------------------
                                         J. Vincent Mish
                                         Vice President and Attorney-in-Fact
                                         of each entity listed above

                    [Signatures Continue on Following Pages]


                                       11


                                    "AGENT"

                                    THE CIT GROUP/BUSINESS CREDIT, INC., as
                                    Agent


                                    By:  /s/ Kenneth B. Butler
                                       ----------------------------------
                                    Name: Kenneth B. Butler
                                         --------------------------------
                                    Title: Vice President
                                          -------------------------------

                     [Signatures Continue on Following Page]



                                     "LENDERS"

                                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                                      as a Lender



                                    By:  /s/ Kenneth B. Butler
                                       ----------------------------------
                                    Name: Kenneth B. Butler
                                         --------------------------------
                                    Title: Vice President
                                          -------------------------------

EX-10.3

Exhibit 10.3

                       MODIFICATION OF FIRST AMENDMENT TO
                       AMENDED AND RESTATED INTERCREDITOR
                           AND SUBORDINATION AGREEMENT

         This MODIFICATION OF FIRST AMENDMENT TO AMENDED AND RESTATED
INTERCREDITOR AND SUBORDINATION AGREEMENT (this "MODIFICATION") is entered into
as of December 26, 2003 by and among THE CIT GROUP/BUSINESS CREDIT, INC.,
("CIT") and BANK OF AMERICA, N.A. ("BofA"), as Senior Agents, and CONTRARIAN
FUNDS, LLC ("Contrarian") as the Junior Agent. The Senior Lenders and the
Debtors also join in the execution hereof by way of acknowledgment.

                                    RECITALS

         WHEREAS, CIT, as Senior Agent, BofA, as Senior Existing Titled
Collateral Agent, and BofA, in its capacity as the Junior Agent, are parties to
that certain Amended and Restated Intercreditor and Subordination Agreement,
dated as of April 12, 2002, (as amended, the "SUBORDINATION AGREEMENT"); and

         WHEREAS, in connection with the sale of all of the respective interests
of the Junior Lenders under the Junior Credit Agreement to Contrarian (the
"SALE"), the parties hereto entered into that certain First Amendment to Amended
and Restated Intercreditor and Subordination Agreement, dated as of November 3,
2003 (the "FIRST AMENDMENT"); and

         WHEREAS, in connection with the Sale, BofA resigned as Junior Agent
under the Junior Credit Agreement prior to the execution and delivery of the
First Amendment; and

         WHEREAS, in connection with the Sale, Contrarian assumed the role of
Junior Agent under the Junior Credit Agreement; and

         WHEREAS, in light of the foregoing, the Senior Agents and Contrarian
wish to make certain modifications to the First Amendment, on the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         SECTION 1. INCORPORATION OF RECITALS; CAPITALIZED TERMS. The foregoing
recitals are incorporated by reference as if set forth in full. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
given to such terms in the Subordination Agreement.

         SECTION 2.   MODIFICATIONS TO THE FIRST AMENDMENT.

         (a) Sections 2(b) and (c) of the First Amendment are modified by
deleting the respective texts thereof in their entirety, and inserting in lieu
thereof, as new Section 2(b), the following:

         Contrarian hereby affirms that Bank of America, N.A., prior to the
First Amendment Effective Date, resigned as Junior Agent for the Junior Lenders
under the Junior Credit Agreement, and that Contrarian has, prior to or as of
the First Amendment Effective Date, assumed the role of Junior Agent under the
Junior Credit Agreement.




         (b) Section 2(d) of the First Amendment is hereby designated as Section
2(c), without otherwise modifying said section.

         (c) Any and all references to BofA as a party to the First Amendment in
its capacity as Junior Agent or as prior Junior Agent, including without
limitation the signature block for BofA as Prior Junior Agent, are hereby
stricken in their entirety; BofA shall be deemed a party to the First Amendment
only in its respective capacities as a Senior Agent and Senior Lender. All of
the parties hereto acknowledge and agree that, inasmuch as BofA had resigned,
and been replaced by Contrarian, as Junior Agent prior to the execution and
delivery of the First Amendment, the joinder of BofA as Junior Agent or prior
Junior Agent to the First Amendment was unnecessary, and the First Amendment, as
modified herein, shall be and remain binding on the parties hereto without the
execution hereof or thereof by BofA in its capacity as Junior Agent or prior
Junior Agent.

         SECTION 3.   MISCELLANEOUS.
                      -------------

         (A) AMENDMENT. The terms of the First Amendment, as modified by this
Modification, shall not be waived, altered, modified, amended or supplemented in
any manner whatsoever except by written instrument executed by Senior Agents and
the Junior Agent.

         (B) PARTIES; SEVERABILITY. Whenever in this First Amendment there is a
reference made to any of the parties hereto, such reference shall also be a
reference to the successors and permitted assigns of such party, including,
without limitation, a debtor-in-possession or trustee. The provisions of this
Modification shall be binding upon and inure to the benefit of the successors
and permitted assigns of the parties hereto. Whenever possible, each provision
of this Modification shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Modification 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
Modification.

         (C) EXECUTION IN COUNTERPARTS; GOVERNING LAW. This Modification may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. This Modification shall be governed by and
construed in accordance with the laws of the State of Georgia without regard to
principles of conflict of laws.

         (D) SECTION TITLES. The section titles contained in this Modification
are and shall be without substance, meaning or content of any kind whatsoever
and are not a part of the agreement among the parties hereto.

         (E) REIMBURSEMENT OF AGENT'S EXPENSE. The Debtors hereby jointly and
severally agree to promptly reimburse the Senior Agent for all reasonable
out-of-pocket expenses, including, without limitation, reasonable attorneys'
fees, it has heretofore or hereafter incurred or



                                       2


incurs in connection with the preparation, negotiation, execution and
implementation of this Modification.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











                                       3



         IN WITNESS WHEREOF, the parties hereto have caused this Modification to
be executed by their respective officers thereunto duly authorized as of the
date first above written.


                                              CONTRARIAN FUNDS, LLC


                                              By: /s/ James M. Hunt
                                              Name: James M. Hunt
                                              Title:____________________________


                                              THE CIT GROUP/BUSINESS CREDIT,
                                              INC., as Senior Agent


                                              By: /s/ Kenneth B. Butler
                                              Name: Kenneth B. Butler
                                              Title: Vice President


                                              BANK OF AMERICA, N.A., as Senior
                                              Existing Titled Collateral Agent


                                              By: /s/ John Yankauskas
                                              Name: John Yankauskas
                                              Title: Senior Vice President

Acknowledged and Agreed:

SENIOR LENDERS:

THE CIT GROUP/BUSINESS CREDIT, INC. as a Senior Lender

By: /s/ Kenneth B. Butler
Name: Kenneth B. Butler
Title: Vice President


BANK OF AMERICA, N.A., as a Senior Lender

By: /s/ John Yankauskas
Name: John Yankauskas
Title: Senior Vice President

                                 [signatures continue on following page]





FLEET CAPITAL CORPORATION, as a Senior Lender

By: /s/ Wes Manus
Name: Wes Manus
Title: Vice President





                     [signatures continue on following page]

                                       5




                                         "DEBTORS"

                                     MILLER INDUSTRIES, INC.
                                     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.
                                     AETEX, INC., F/K/A A-EXCELLENCE
                                        TOWING CO.
                                     ALL AMERICAN TOWING SERVICES,
                                        INC.
                                     B-G TOWING, INC.
                                     BEAR TRANSPORTATION, INC.
                                     BTRCX, INC. F/K/A BERT'S TOWING
                                        RECOVERY CORPORATION
                                     BBSX, INC. F/K/A BOB BOLIN SERVICES,
                                        INC.
                                     BASIEX, INC. F/K/A BOB'S AUTO SERVICE,
                                        INC.
                                     BTRX, INC.
                                     BVSWS, INC. F/K/A BOB VINCENT AND SONS
                                        WRECKER SERVICE,INC.
                                     CARDINAL CENTRE ENTERPRISES, INC.
                                     CBTX,INC., F/K/ACEDAR BLUFF 24 HOUR
                                        TOWING, INC.
                                     CCASX, INC.


                                       6


                                     CEX, INC., F/K/A CHAD'S INC.
                                     CVDC, F/K/A CLEVELAND VEHICLE
                                        DETENTION CENTER, INC.
                                     D.A. HANELINE, INC.
                                     DVREX, INC.
                                     DOLLAR ENTERPRISES, INC.
                                     DSX, INC., F/K/A DUGGER'S SERVICES, INC.
                                     GMAR, INC., F/K/A GOOD MECHANIC AUTO
                                        CO. OF RICHFIELD,INC.
                                     GREAT AMERICA TOWING, INC.
                                     GREG'S TOWING, INC.
                                     HTX, INC.
                                     LTSX, INC., F/K/A LAZER TOW SERVICES,
                                        INC.
                                     LASX, INC.
                                     LWKR, INC.
                                     MAEJO, INC.
                                     MEL'S ACQUISITION CORP.
                                     MGEX, INC.
                                     MSTEX, INC.
                                     MTSX INC.
                                     MURPHY'S TOWING, INC.
                                     P.A.T., INC.
                                     PEX, INC., F/K/A/ PIPES ENTERPRISES, INC.
                                     RMA ACQUISITION CORP.
                                     RRIC ACQUISITION CORP.
                                     RSX, INC., F/K/A RECOVERY SERVICES, INC.
                                     ROAD ONE, INC.
                                     ROADONE EMPLOYEE SERVICES, INC.
                                     ROAD ONE INSURANCE SERVICES, INC.
                                     ROAD ONE SERVICE, INC.
                                     ROAD ONE SPECIALIZED TRANSPORTATION, INC.
                                     ROADONE TRANSPORTATION AND
                                        LOGISTICS, INC.
                                     R.M.W.S., INC.
                                     SWSX, INC. (F/K/A SUBURBAN WRECKER
                                        SERVICE, INC.)
                                     TEXAS TOWING CORPORATION
                                       TPCTH, INC.
                                     TREASURE COAST TOWING, INC.
                                     TREASURE COAST TOWING OF MARTIN
                                        COUNTY, INC.
                                     TSSC, INC., F/K/A TRUCK SALES &
                                        SALVAGE CO., INC.
                                     TWSX, INC.

                                       7


                                     WSX, INC., F/K/A WES'S SERVICE
                                        INCORPORATED
                                     WTX, INC. (F/K/A WILTSE TOWING, INC.)
                                     WTC, INC.
                                     WTEX, INC.
                                     ZTRX, INC., F/K/A ZEHNER TOWING &
                                        RECOVERY, INC.


                                     By:  J. Vincent Mish
                                        ----------------------------------
                                    Name:    J. Vincent Mish
                                           -------------------------------
                                           Attorney-in-Fact of each entity
                                           listed above

EX-10.4

                                                                    Exhibit 10.4


                               SECOND AMENDMENT TO
                       AMENDED AND RESTATED INTERCREDITOR
                           AND SUBORDINATION AGREEMENT

         This SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND
SUBORDINATION AGREEMENT (this "AMENDMENT") is entered into as of December 27,
2003 by and between THE CIT GROUP/BUSINESS CREDIT, INC., ("CIT"), as Senior
Agent, and CONTRARIAN FUNDS, LLC ("Contrarian") as the Junior Agent. The Senior
Lenders and the Debtors also join in the execution hereof by way of
acknowledgment.

                                    RECITALS

         WHEREAS, CIT and Contrarian are party to that certain Amended and
Restated Intercreditor and Subordination Agreement, dated as of April 12, 2002,
(as amended, the "SUBORDINATION AGREEMENT"); and

         WHEREAS, a Payment Blockage Notice was previously delivered by CIT
pursuant to applicable provisions of the Subordination Agreement (the "EXISTING
PAYMENT BLOCKAGE NOTICE"), including without limitation Sections 4.2 and 6.2(b)
thereof, resulting in a Payment Blockage Period presently in effect and which
would, but for this Second Amendment, expire on March 31, 2004 (the "CURRENT
PAYMENT BLOCKAGE PERIOD"); and

         WHEREAS, in connection with that certain Eighth Amendment to the Senior
Credit Agreement, dated as of December , 2003, CIT has acquired all of the
interests of the other Senior Lenders and become the sole Lender and the sole
Agent under the Senior Credit Agreement; and

         WHEREAS, Senior Agent and Junior Agent wish to make certain amendments
to the Subordination Agreement, on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         SECTION 1. INCORPORATION OF RECITALS; CAPITALIZED TERMS. The foregoing
recitals are incorporated by reference as if set forth in full. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
given to such terms in the Subordination Agreement.

         SECTION 2.   AMENDMENTS TO THE SUBORDINATION AGREEMENT.

         (A) All references in the Subordination Agreement to Senior Existing
Titled Collateral Agent or to any Senior Agent shall be deemed references to
CIT, as sole remaining Senior Agent.

         (B) If, as of 5:00 p.m. (Atlanta time) on March 1, 2004, (i) the Junior
Credit Agreement has not been amended to (A) extend the maturity date thereof,
being the only date on which the principal amounts of any of the Junior
Liabilities shall be paid, to at least July 31, 2005 and (B)




cure or waive any existing defaults thereunder such that the Junior Credit
Agreement has been reinstated (collectively the "JUNIOR CREDIT AGREEMENT
AMENDMENT") or (ii) if the Junior Credit Agreement Amendment has been timely
executed, the other terms and conditions, if any, of the Junior Credit Agreement
Amendment are not satisfactory in form and substance to CIT in its reasonable
discretion, then, notwithstanding any provision to the contrary set forth in the
Subordination Agreement or in the Existing Payment Blockage Notice, the Current
Payment Blockage Period shall, without further action by or notice to any person
or party, be deemed extended, and shall remain in full force and effect, until
July 31, 2005.

         (C) If, as of 5:00 p.m. (Atlanta time) on March 1, 2004, the Junior
Credit Agreement Amendment, in form and substance reasonably satisfactory to
CIT, has been executed and delivered, then:

                  (i) The Current Payment Blockage Period shall expire as of the
earlier of (A) 11:59 p.m. on March 1, 2004 or B) the effective date of such
Junior Credit Agreement Amendment; and

                  (ii) the Subordination Agreement shall be deemed amended,
automatically and without any notice to or action by Junior Agent or CIT, as
follows:

                           (A) Section 4.2(b) shall be amended by striking the
                  phrase "the earliest to occur of (i)" and the phrase that
                  begins with ", or (ii)" and ends with "Section 6.2(b)"; and

                           (B) the text of Section 4.2 following subsection (b)
                  thereof shall be amended by (1) striking in its entirety the
                  text of subclause (y) thereof, and (2) designating current
                  subclause (z) thereof as new subclause (y); and

                           (C) Section 6.2 shall be amended by (1) striking in
                  its entirety the text of subclause (b)(ii) thereof and (2)
                  designating current subclause (b)(iii) as new subclause
                  (b)(ii).


         SECTION 3.   MISCELLANEOUS.
                      -------------


         (A) AMENDMENT. The terms of this Second Amendment shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except by
written instrument executed by Senior Agent and the Junior Agent.

         (B) PARTIES; SEVERABILITY. Whenever in this Second Amendment there is a
reference made to any of the parties hereto, such reference shall also be a
reference to the successors and permitted assigns of such party, including,
without limitation, a debtor-in-possession or trustee. The provisions of this
Second Amendment shall be binding upon and inure to the benefit of the
successors and permitted assigns of the parties hereto. Whenever possible, each
provision of this Second Amendment shall be interpreted in such a manner as to
be effective and valid under applicable law, but if any provision of this Second
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or


                                       2


invalidity without invalidating the remainder of such provision or the remaining
provisions of this Second Amendment.

         (C) EXECUTION IN COUNTERPARTS; GOVERNING LAW. This Second Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia without regard to
principles of conflict of laws.

         (D) SECTION TITLES. The section titles contained in this Second
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement among the parties hereto.

         (E) REIMBURSEMENT OF AGENT'S EXPENSE. The Debtors hereby jointly and
severally agree to promptly reimburse the Senior Agent for all reasonable
out-of-pocket expenses, including, without limitation, reasonable attorneys'
fees, it has heretofore or hereafter incurred or incurs in connection with the
preparation, negotiation, execution and implementation of this Second Amendment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       3




         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.


                                       CONTRARIAN FUNDS, LLC,
                                       as Junior Agent


                                       By: /s/ Jon Bauer
                                       Name: Jon Bauer
                                       Title: Managing Member


                                      THE CIT GROUP/BUSINESS CREDIT,
                                      INC., as Senior Agent


                                       By: /s/ Kenneth B. Butler
                                       Name: Kenneth B. Butler
                                       Title: Vice President


Acknowledged and Agreed:

SENIOR LENDER:

THE CIT GROUP/BUSINESS CREDIT, INC. as Senior Lender

 By: /s/ Kenneth B. Butler
 Name: Kenneth B. Butler
 Title: Vice President






                     [signatures continue on following page]


                                       4




                                    "DEBTORS"

                                    MILLER INDUSTRIES, INC.
                                    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.
                                    AETEX, INC., F/K/A A-EXCELLENCE
                                       TOWING CO.
                                    ALL AMERICAN TOWING SERVICES, INC.
                                    B-G TOWING, INC.
                                    BEAR TRANSPORTATION, INC.
                                    BTRCX, INC. F/K/A BERT'S TOWING
                                       RECOVERY CORPORATION
                                    BBSX, INC. F/K/A BOB BOLIN SERVICES,
                                       INC.
                                    BASIEX, INC. F/K/A BOB'S AUTO SERVICE,
                                       INC.
                                    BTRX, INC.
                                    BVSWS, INC. F/K/A BOB VINCENT AND SONS
                                       WRECKER SERVICE, INC.
                                    CARDINAL CENTRE ENTERPRISES, INC.
                                    CBTX,INC., F/K/ACEDAR BLUFF 24 HOUR
                                       TOWING, INC.
                                    CCASX, INC.

                                       5


                                    CEX, INC., F/K/A CHAD'S INC.
                                    CVDC, F/K/A CLEVELAND VEHICLE
                                       DETENTION CENTER, INC.
                                       D.A. HANELINE, INC.
                                    DVREX, INC.
                                    DOLLAR ENTERPRISES, INC.
                                    DSX, INC., F/K/A DUGGER'S SERVICES, INC.
                                    GMAR, INC., F/K/A GOOD MECHANIC AUTO
                                       CO. OF RICHFIELD, INC.
                                    GREAT AMERICA TOWING, INC.
                                    GREG'S TOWING, INC.
                                    HTX, INC.
                                    LTSX, INC., F/K/A LAZER TOW SERVICES,
                                        INC.
                                    LASX, INC.
                                    LWKR, INC.
                                    MAEJO, INC.
                                    MEL'S ACQUISITION CORP.
                                    MGEX, INC.
                                    MSTEX, INC.
                                    MTSX INC.
                                    MURPHY'S TOWING, INC.
                                    P.A.T., INC.
                                    PEX, INC., F/K/A/ PIPES ENTERPRISES, INC.
                                    RMA ACQUISITION CORP.
                                    RRIC ACQUISITION CORP.
                                    RSX, INC., F/K/A RECOVERY SERVICES, INC.
                                    ROAD ONE, INC.
                                    ROADONE EMPLOYEE SERVICES, INC.
                                    ROAD ONE INSURANCE SERVICES, INC.
                                    ROAD ONE SERVICE, INC.
                                    ROAD ONE SPECIALIZED TRANSPORTATION, INC.
                                    ROADONE TRANSPORTATION AND
                                    LOGISTICS, INC.
                                       R.M.W.S., INC.
                                    SWSX, INC. (F/K/A SUBURBAN WRECKER
                                       SERVICE, INC.)
                                    TEXAS TOWING CORPORATION
                                       TPCTH, INC.
                                    TREASURE COAST TOWING, INC.
                                    TREASURE COAST TOWING OF MARTIN
                                       COUNTY, INC.
                                    TSSC, INC., F/K/A TRUCK SALES &
                                       SALVAGE CO., INC.
                                    TWSX, INC.

                                       6


                                    WSX, INC., F/K/A WES'S SERVICE
                                       INCORPORATED
                                    WTX, INC. (F/K/A WILTSE TOWING, INC.)
                                    WTC, INC.
                                    WTEX, INC.
                                    ZTRX, INC., F/K/A ZEHNER TOWING &
                                       RECOVERY, INC.


                                    By:   /s/ J. Vincent Mish
                                    Name: J. Vincent Mish
                                         Attorney-in-Fact
                                         of each entity listed above

EX-10.5

Exhibit 10.5

                                                         Participation Agreement

                       The CIT Group/Business Credit, Inc.
                               900 Ashwood Parkway
                                    Suite 610
                                Atlanta, GA 30338

                               December 27, 2003

Mr. William G. Miller
5025 Harrington Road
Alpharetta, Georgia 30022


         Re: AMENDED AND RESTATED PARTICIPATION AGREEMENT

Dear Mr. Miller:

         The undersigned refers to (a) that certain Credit Agreement, dated as
of July 23, 2001, by and among Miller Industries, Inc. ("PARENT") and certain of
its subsidiaries, the undersigned lender (the "LENDER"), and the Agent (as
amended through the date hereof, including the Ninth Amendment described below,
the "CREDIT AGREEMENT"), providing for a credit facility consisting of Revolving
Loans, Letters of Credit and Term Loans in the original aggregate principal
amount of up to $110,000,000 (as such terms are defined in the Credit Agreement,
collectively, the "EXISTING CREDIT FACILITIES"); and (b) that certain Ninth
Amendment to Credit Agreement, dated as of the date hereof, among the Borrowers,
Lender and Agent (the "NINTH AMENDMENT") further amending the Credit Agreement
to, among other matters, provide for the creation of New Term Loan B in the
aggregate principal amount of $10,000,000; and (c) that certain Participation
Agreement dated as of October 31, 2003 between, INTER ALIA, you and the
undersigned, in respect of New Term Loan A (referred to therein as the "New Term
Loan") (the "ORIGINAL PARTICIPATION AGREEMENT"). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement. As used herein, the term "PARTICIPATION OBLIGATIONS" shall
mean the New Term Loans, in an aggregate principal amount of $12,000,000, and
all obligations and liabilities now or hereafter owed by any one or more of the
Borrowers to Lender under or related to the New Term Loans, in each case whether
direct or indirect and whether fixed or contingent, (including, without
limitation, attorneys' fees and legal expenses incurred by Lender in connection
with the New Term Loans), and all charges, commissions, interest, costs,
expenses and attorneys' fees chargeable by Lender to Borrowers in each case
under or related to the New Term Loans; the term "LENDER'S SHARE OF THE
OBLIGATIONS" shall mean, at any time, the entirety of the Obligations then
outstanding (including, without limitation, any Additional Loans (as hereinafter
defined), any Post-Petition Advances (as hereinafter defined), any portion of
the Obligations subject to a Senior Participation and any and all fees and
interest payable pursuant to the terms of the Credit Agreement, including
without limitation those payable after the filing of a bankruptcy case by any of
the Borrowers and irrespective of whether the same are allowed or permitted to
be paid in or during a bankruptcy case of any of the Borrowers), less only the
principal amount of the Participation and accrued and unpaid interest on the
principal amount of the Participation calculated in accordance with and computed
at the rate specified in the Credit Agreement; the term "PARTICIPATION" shall
mean the junior participation interest in the Participation Obligations sold
pursuant to SECTION 1 of this agreement




(this "AMENDED AND RESTATED PARTICIPATION AGREEMENT"); the term "PARTICIPANT"
shall mean William G. Miller, an individual, acting in his individual capacity
and not as an officer, director, agent or representative of any of the Borrowers
or any other Person, together with his heirs and his permitted assigns, if any,
as the registered owner of a Certificate of Participation evidencing a junior
participation interest in the Participation Obligations, which aggregate
principal amount shall be equal to the principal amount set forth in such
Certificate of Participation; the term "PARTICIPANT'S ACCOUNT" is defined in
SECTION 3 below; the term "POST-PETITION ADVANCES" is defined in SECTION 10
below; the terms "SENIOR PARTICIPANT" and "SENIOR PARTICIPATIONS" are defined in
SECTION 16 below; and the term "PERMITTED PAYMENTS" shall mean the payment made
by Participant to Lender, on the Participation Closing Date in accordance with
SECTION 1.

         This Amended and Restated Participation Agreement will confirm the
arrangement between the Lender and Participant whereby Lender sells to
Participant, without recourse and without representations or warranties of any
kind (except as expressly set forth hereinafter), and Participant purchases from
Lender, a junior participation interest in the Participation Obligations in the
principal amount equal to the principal amount of the New Term Loans, upon and
subject to the terms and conditions set forth in this Amended and Restated
Participation Agreement. Participant shall only have such obligations as are
expressly set forth in this Amended and Restated Participation Agreement or in
the Participation Certificates (hereinafter defined).

         1. Participant has (a) executed and delivered to the Collateral Agent,
for the benefit of the Lender, a counterpart of this Amended and Restated
Participation Agreement, dated as of December 27, 2003, (b) paid to the
Collateral Agent, for the benefit of the Lender, in U.S. Dollars by federal
funds bank wire transfer of same day funds, on or about October 31, 2003, an
amount equal to Participant's original junior participation interest in the
Participation Obligations, $2,000,000, in consideration of which the Collateral
Agent, on behalf of the Lender, issued to Participant a Certificate of
Participation in that principal amount in substantially the form of EXHIBIT A to
the Original Participation Agreement (the "FIRST CERTIFICATE OF PARTICIPATION"),
and (c) paid to the Collateral Agent, for the benefit of the Lender, in U.S.
Dollars by federal funds bank wire transfer of same day funds, contemporaneously
with the execution and delivery hereof, an amount equal to Participant's
additional junior participation interest in the Participation Obligations,
$10,000,000, in consideration of which the Collateral Agent, on behalf of the
Lender, is issuing to Participant a Certificate of Participation in that
principal amount in substantially the form of EXHIBIT A hereto (the "SECOND
CERTIFICATE OF PARTICIPATION"). The First Certificate of Participation shall
remain in full force and effect, except that all references therein to the
Participation Agreement shall be deemed references to this Amended and Restated
Participation Agreement.

         2. At all times and from time to time until Lender shall have received
payment in full of Lender's Share of the Obligations and all Commitments shall
have been terminated, Lender shall be entitled to receive and apply against the
Obligations (other than the New Term Loans) for Lender's benefit (and the
benefit of the Senior Participants), all in such order, such amounts and such
manner as provided in the Credit Agreement (PROVIDED, HOWEVER, that such
reference does not constitute, and shall not be construed to create, any
obligation to or rights of Participant in respect of such provisions of the
Credit Agreement), all amounts as the same become due in connection with or
arising out of the Existing Credit Facilities, the Loan Documents, the
Collateral and/or the Obligations, whether as principal, interest, fees or


                                       2


otherwise, and including, without limiting the generality hereof, proceeds of or
recoveries under insurance policies, amounts payable by third parties as
guarantors or otherwise, amounts payable by reason of total or partial
condemnation or taking by governmental authority, amounts realized as the result
of enforcement of Collateral, amounts received as proceeds of one or more sales,
and income from the operation or sale of Collateral or any part thereof;
PROVIDED HOWEVER that notwithstanding anything contained herein to the contrary,
principal and interest payments on the New Term Loans shall be governed solely
by Section 3 hereof and in no event shall any Permitted Payments be included in,
subject to, or covered by, this paragraph. Participant shall not have any right
to acquire any interest in, and, except for the Passthrough Fees (hereinafter
defined), shall not be entitled to receive, any portion of any fees or
administration or service charges provided for in the Credit Agreement or
payable by any Borrower pursuant to any Loan Document to Lender. Participant
shall not be entitled to receive any payment or distribution of principal on
account of or with respect to all or any part of the Participation unless and
until such time as Lender shall have received payment in full of Lender's Share
of the Obligations and all Commitments shall have been terminated. For purposes
of this Section 2, "Passthrough Fees" shall mean the respective amounts equal to
37 & 1/2% of the following described fees: (a) the Amendment Fee payable under
the Ninth Amendment, and (b) any Early Termination Fee payable by the Borrowers;
PROVIDED, HOWEVER, that Passthrough Fees shall not include any portion of the
amount(s) payable to the Lender in connection with the exercise of Participant's
purchase option set forth in Section 20 hereunder.

         3. The New Term Loans shall not permit the Borrowers to make any
payment, prepayment or repayment of the principal thereof, and Lender hereby
agrees not to accept any, or to apply any Collections (as hereinafter defined)
to, payment, prepayment or repayment of principal on the New Term Loans, unless
and until the Lender's Share of the Obligations is paid in full and all
Commitments shall have been terminated. The Collateral Agent, on behalf of the
Lender, will maintain on such Agent's books an account in the name of the
Participant (the "PARTICIPANT'S ACCOUNT") into which (a) all amounts received by
such Agent from or on behalf of the Borrowers in payment of principal
("PARTICIPATION PRINCIPAL") and/or interest accrued on the Participation (the
"PARTICIPATION INTEREST") will be credited and (b) all amounts paid out by such
Agent in cash to the Participant with respect to the Participation Principal or
Participation Interest will be debited. Each Lender hereby agrees that the
Collateral Agent may, and the Collateral Agent will, pay to Participant in cash
as soon as practicable but in any event within two (2)


                                       3


Business Days of receipt by such Agent, all Participation Interest and
Participation Principal actually received by such Agent and required to be paid
to Participant in accordance with applicable provisions of the Credit Agreement,
PROVIDED, HOWEVER, that (i) amounts due and payable with respect to Lender's
Share of Obligations which constitute unpaid principal, interest, fees and
expenses shall be paid first to Lender in order of priority, with any remaining
amounts, subject to the limitations set forth in the following sub clause, next
paid to Participant on account of Participation Interest, and (ii) to the extent
Lender's Share of the Obligations have not yet been paid in full, such
Participation Interest shall not be paid in cash to Participant or credited to
the Participant's Account, shall not constitute a payment of interest by the
Borrowers on or with respect to the Participation and shall be retained by
Lender or by the Collateral Agent on behalf of the Lender and applied in
accordance with the provisions of Section 5 if, at the time of such payment or
credit, any Default or Event of Default (other than Existing Defaults during the
term of, and as defined in, the Forbearance Agreement) has occurred and has not
been waived or cured, or would result from such payment or credit. Promptly but
in any event within two (2) Business Days of Participant's request therefor,
Collateral Agent, on behalf of the Lender, will furnish to Participant a
statement of the unpaid principal balance on the New Term Loans and of all
accrued and unpaid interest thereon.

         4. Each of the Participation Interest, the Participation Principal and
the interest of the Participant in and to any and all amounts received by Lender
from any source (in each case, other than any Permitted Payments), with respect
to the Obligations (collectively, "COLLECTIONS"), is, in each case, in all
respects junior and subordinate to (i) Lender's Share of the Obligations and
(ii) Lender's rights to receive and retain all Collections for the Lender's
respective account and benefit (and the account and benefit of the Senior
Participants) for application to Lender's Share of the Obligations until Lender
has received payment in full of Lender's Share of the Obligations, including,
without limitation, all principal, and interest, and all fees, costs, expenses
and other items included within Lender's Share of the Obligations and due to
Lender and all Commitments shall have been terminated, and, accordingly, each
Lender, for itself and any Senior Participants, shall first be repaid in full in
respect of all of its portion of Lender's Share of the Obligations and all
Commitments shall have been terminated, prior to any payment or repayment of all
or any part of the Participation; PROVIDED, HOWEVER, Participant shall be
entitled to receive the Participation Principal and Participation Interest in
accordance with Section 3 hereof and PROVIDED FURTHER that, in no event, shall
any Permitted Payment or any amount received by Lender from the Participant
pursuant to this Amended and Restated Participation Agreement be deemed to be a
Collection with respect to the Obligations.

         5. Other than as required by Section 3 above, all Collections received
by Lender (i) shall be applied to the Obligations in such amounts, manner and/or
order as provided in the Credit Agreement (PROVIDED, HOWEVER, that such
reference does not constitute, and shall not be construed to create, any
obligation to or rights of Participant in respect of such provisions of the
Credit Agreement), and (ii) shall be first retained and applied by Lender until
the payment in full of Lender's Share of the Obligations and all Commitments
shall have been terminated, and only then and thereafter shall the Participant
have any rights to have any surplus remaining remitted to the Participant, and
then only to the extent legally permissible. If Participant obtains any payment
(other than (i) payments of Participation Interest or Participation Principal
received from the Collateral Agent in accordance with the terms of SECTION 3
hereof, (ii) payments in respect of salary, benefits, reimbursement of expenses
or in partial satisfaction of the principal amount of, or any interest on or
fees in respect of, the 150K Debt, which do not, in the aggregate for any month,
exceed the sum of $30,000 or (iii) provided there is then no Default or Event of
Default that has occurred and has not been cured or waived, payments in respect
of the Financing Fee (hereinafter defined) which do not, in the aggregate for
any month, exceed the sum of $18,000) from any Borrower or attributable to any
Collateral prior to payment in full of all Obligations and the termination of
all Commitments with respect thereto, the Participant shall receive and hold
such payment in trust for Lender's benefit and shall promptly pay over such
payment to Lender to be applied in the manner set forth in this SECTION 5.
"FINANCING FEE" shall mean and refer to that certain annual fee in the amount of
$216,000 that Borrowers have agreed to pay to Participant in connection with
Participant's entering into and performing this Participation Agreement.

         6. Participant, by execution in confirmation of this letter,
acknowledges and agrees that (a) Participant has received from Borrowers and
reviewed copies of all of the Loan



                                       4


Documents and has independently and without reliance on any Agent or Lender made
Participant's own analysis of the Loan Documents, including copies of all legal
opinions delivered to Agent and Lender in connection with the Loan Documents,
(b) Participant has, independently and without reliance on any Agent or Lender,
and based on such documents and information as Participant has deemed
appropriate, made Participant's own credit analysis of the Borrowers and
Participant's own decision to enter into this Amended and Restated Participation
Agreement and to purchase such Participation as herein provided, and (c)
Participant is thoroughly familiar with and has complete and current financial
statements and other relevant information concerning the financial condition and
creditworthiness of each of the Borrowers. Except as otherwise expressly
provided herein, Lender and Agent shall have no duties, responsibilities or
obligations whatsoever to Participant. Agent and Lender make no representation
or warranty, express or implied (whether by executing and delivering this
Amended and Restated Participation Agreement or any Certificate of Participation
or by selling or issuing all or any portion of the Participation, or otherwise),
to Participant, except that (i) Lender owns all rights, titles and interests in
and to Term Loan A and Term Loan B, and such interests have not been encumbered,
participated or assigned by any of such Lender to any Person other than
Participant, (ii) Lender is the sole lender under the Credit Agreement and
Lender has not assigned or granted any participations to any Person other than
Participant in respect of any of its rights or obligations under the Credit
Agreement or in respect of any of the Lender's Share of Obligations, and Agent
and Lender shall have no responsibility, as to the value, validity,
effectiveness, genuineness, regularity, enforceability, collectibility or
sufficiency of the Credit Agreement or any other Loan Document, or as to the
accuracy of any recital, statement, representation or warranty therein or in any
information memorandum pertaining to any Borrower, or in any certificate or
other document referred to or provided for in the Credit Agreement or any other
Loan Document, or as to the title to, validity, priority, value, perfection or
sufficiency of the Collateral or any Lien securing or purporting to secure all
or any part of the Obligations, or any other guarantees or collateral security
of any kind, or as to the financial condition of any of the Borrowers, nor shall
Lender have any responsibility to Participant for any failure by any Borrower to
perform its obligations under the Credit Agreement or any other Loan Document.
Neither Agent nor Lender shall be required to keep Participant informed as to
the performance or observance by any Borrower of the Credit Agreement or any
other Loan Document, or to inspect the properties or books of any Borrower.
Agent and Lender do not assume, neither make nor have made any warranties
(except that the Lender owns all rights, titles and interests in and to the
interests in the Participation Obligations being purchased by Participant
pursuant to this Amended and Restated Participation Agreement and that such
interests have not been encumbered or assigned by Lender to any other Person)
with respect to, and shall have no liability to Participant for the repayment of
all or any part of the Participation or the interest equivalent thereon except,
and only to the extent, expressly set forth in this Amended and Restated
Participation Agreement. Lender, Participant and by their acknowledgements
below, Agent and Borrowers, acknowledge and agree that Section 11.2(e) of the
Credit Agreement contains certain requirements with respect to the sale of a
participation by a Lender. Lender, Agent and Borrowers hereby waive the
requirement of Section 11.2(e) that Participant not be an Affiliate of Parent,
and agree that the proviso following sub clause (e)(iv) thereof, which begins
with the words "except that", shall not be applicable to Participant and in lieu
thereof the Participation shall be governed solely by the terms and conditions
of this Amended and Restated Participation Agreement.

                                       5


         7. The Obligations, the Collateral, and the Collections shall in each
instance be held by each Lender in such Lender's own name or by Collateral Agent
on behalf of the Lender. It is understood and agreed that the Participant shall
have no right in or interest in any property taken as security for, or any
offset effected with respect to, all or any part of the New Term Loans or any of
the Obligations, or in any property now or hereafter in any Agent's or Lender's
possession or control which may be or become security for all or any part of the
New Term Loans or any of the Obligations by reason of the Credit Agreement or
any other Loan Documents; PROVIDED, HOWEVER that subject to the provisions of
Sections 11 and 12, Lender agrees (and so long as Lender is the sole lender
under the Credit Agreement, Lender in its capacity as Collateral Agent agrees)
not to amend the Credit Agreement or the other Loan Documents in order to cause
the New Term Loans to be unsecured. It is understood and agreed that upon the
payment in full of Lender's Share of the Obligations and the termination of all
Commitments, that Participant shall thereupon have the right to have any surplus
remaining from the Collections or otherwise to be remitted to the Participant
and applied to the Participation and to have transferred and assigned to
Participant any remaining Collateral and Lender's rights under the Loan
Documents in accordance with the provisions of Sections 11and 17 hereof.

         8. If at any time after any Lender, either directly or through the
Collateral Agent, has distributed any amount to the Participant on account of
the Participant's interests in the Participation including, without limitation
Participation Interest, any amount paid or owing to any Lender, or to the
Collateral Agent, by any Borrower is subordinated, set aside, avoided, declared
to be fraudulent or preferential, disallowed or recovered from such Lender or
from the Collateral Agent in connection with an insolvency or bankruptcy
proceeding or otherwise, the Participant agrees to refund to each such Lender,
or to Collateral Agent on behalf of any such Lender, without interest, the
amount thereof to the extent of the aggregate amount of any payment or
distribution made by such Lender, or by the Collateral Agent on behalf of such
Lender, to Participant.

9. Participant agrees that, at any time and from time to time prior to Lender's
receipt of the payment in full of Lender's Share of the Obligations and the
termination of all Commitments, whether or not a Default or Event of Default has
occurred and is then continuing, Lender may (a) in Lender's sole and absolute
discretion, continue to extend additional advances, loans, letter of credit
guaranties, and other financial accommodations to any Borrower and increase the
Commitments under the Loan Documents (collectively, the "ADDITIONAL LOANS"), and
the Participation, the Participation Interest and the Participant's interest
therein shall be subject and subordinate to such Additional Loans and in the
security therefor on the same terms and conditions as are set forth herein, and
(b) apply all or any part of any proceeds of Collateral received by Lender,
payments received by Lender from any Borrower, any other proceeds or payments
received by Lender on account of the Obligations from any other source, any
credits for any Borrower's account, and all other Collections to all or any part
of the Obligations and in such order, in such amounts and in such manner as
provided in the Credit Agreement (PROVIDED, HOWEVER, that such reference does
not constitute, and shall not be construed to create, any obligation to or
rights of Participant in respect of such provisions of the Credit Agreement).

         10. It is understood and agreed by the Participant that, in Lender's
sole and absolute discretion, subject only to proper court approval, Lender may
continue to extend additional advances, loans, letter of credit guaranties, and
other financial accommodations to any Borrower



                                       6


after commencement and during the continuation of any case under the U.S.
Bankruptcy Code (a "BANKRUPTCY CASE") with respect to any Borrower
(collectively, "POST-PETITION ADVANCES"), and the Participation, the
Participation Interest and the Participant's interest therein shall be subject
and subordinate to such Post-Petition Advances and in the security therefor on
the same terms and conditions as are set forth herein. Further, Participant
covenants and agrees, with and for the benefit of the Agent and the Lender, and
as a material part of the consideration to the Agent and the Lender hereunder,
without which covenants and agreements Agent and Lender would not have entered
into this Amended and Restated Participation Agreement, that in connection with
a Bankruptcy Case of any Borrower, Participant shall not, directly or indirectly
(a) challenge the existence, validity or priority of any Lien on any of the
Collateral in favor of any of the Agent or Lender, (b) file, or cause or support
the filing of, any objection to the provision of Post-Petition Advances or other
debtor-in-possession financing to such Borrower by the Lender, (c) propose, vote
for or otherwise support any bankruptcy plan which would have the effect of
compromising, impairing or otherwise modifying the Obligations without the
unanimous written consent of the Lender, or (d) seek to establish, or support in
any manner the establishment of, a credit facility for the benefit of such
Borrower where any of the obligations under such credit facility would have
priority over any of the Obligations or any Post-Petition Advances, whether by
lien, contract, court order or otherwise, except only to the extent that such
credit facility is provided by the Lender.

         11. Subject only to the Right of First Refusal hereinafter set forth
(to the extent applicable) Lender may, from time to time, in Lender's discretion
and without notice to the Participant and without necessity of the consent of
Participant, (a) amend, modify, renew and/or extend in whole or in part the
Obligations, the Loan Documents, the Collateral and any guaranties therefor,
including without limitation the sale, in one or more transactions, of all or
any part of the Collateral for an aggregate amount less than the amount
necessary to satisfy in full all of the Obligations, (b) subject to the Right of
First Refusal hereinafter set forth (to the extent applicable), compromise and
settle with, and release, any Borrower, or any other Person obligated on or with
respect to all or any part of the Obligations, and (c) extend the Additional
Loans, the Post-Petition Advances and any other advances, loans and other
financial accommodations to any Borrower in excess of any formulae under the
Loan Documents, all without notice to the Participant and without necessity of
the consent of Participant. The Collateral Agent shall, from time to time, but
not more frequently than once in any calendar quarter, after such Agent's
receipt of Participant's reasonably detailed written request, furnish the
Participant with copies of such other papers and documents relating to the
Participation Obligations, the Obligations and the Collateral and with
statements describing the status of the Participation Obligations, the
Obligations and the Collateral, as the Participant may reasonably request.

         12. Subject only to the Right of First Refusal hereinafter set forth
(to the extent applicable) Lender reserves and shall have the sole right, in
Lender's sole and absolute discretion, to manage, perform, modify, supplement
and enforce the Loan Documents, the Obligations and the Collateral, and to
waive, exercise and enforce all privileges, rights and remedies exercisable or
enforceable by Lender thereunder, in accordance with Lender's sole discretion
and the exercise of Lender's business judgment. Without limiting the foregoing,
but subject to the Right of First Refusal hereinafter set forth (to the extent
applicable), Lender may, without notice or responsibility to, or necessity of
consent from, the Participant, (a) exercise or


                                       7


refrain from exercising any and all of Lender's rights under or in connection
with any of the Loan Documents, (b) give or withhold consents and approvals or
take or omit to take any action pursuant to any Loan Document and (c)
compromise, settle, adjust and in general deal in any manner with the
Obligations and the Collateral as Lender may deem appropriate, upon such terms
and conditions as Lender may deem appropriate. Agent and Lender shall not be
liable to the Participant for any action taken or omitted. The Participant
expressly releases each Agent and Lender from any and all liability and
responsibility (express or implied), for any loss, depreciation of or delay in
collecting or failing to realize on any Collateral, the Obligations or any
guaranties therefor and for any mistake, omission or error in judgment in
passing upon or accepting any Collateral or in making examinations or audits or
for granting indulgences or extensions to any Borrower, any account debtor or
any guarantor.

         13. Subject to the Right of First Refusal hereinafter set forth (if
applicable), Lender shall have the right to sell, encumber, convey, transfer,
and/or assign (collectively, a "TRANSFER") any of Lender's rights and
obligations under the Credit Agreement or under this Amended and Restated
Participation Agreement, PROVIDED that in connection with any such Transfer of
Lender's interests under this Amended and Restated Participation Agreement, the
purchaser, assignee or other transferee agrees in writing to be bound by the
terms of this Amended and Restated Participation Agreement. Neither the
Participation, nor any Certificate of Participation, nor Participant's interest
in the Participation nor any of the individual rights or obligations of
Participant hereunder may be subdivided, assigned, pledged, encumbered or
otherwise transferred by the Participant without Lender's prior written consent.
Subject to the foregoing, all of the terms, covenants and conditions of this
Amended and Restated Participation Agreement shall be binding upon, and inure to
the benefit of, each Lender's and the Participant's respective successors and
assigns, but nothing contained in this Amended and Restated Participation
Agreement is intended, or shall be construed, to confer upon or to give any
Borrower or any other Person, other than the parties hereto and their respective
successors and permitted assigns, any rights or remedies under or by reason of
this Amended and Restated Participation Agreement.

         14. Lender shall, prior to (x) offering to sell to any other Person (i)
all of the Obligations, (ii) any part of the Obligations (a "NEW SYNDICATION
INTEREST") or (iii) a participation interest in all of any part of the
Obligations ("NEW PARTICIPATION INTEREST"), or (y) offering to accept payment
from any of the Borrowers of an amount that is less than the then full,
outstanding amount of the Obligations in satisfaction of the Obligations (a
"DISCOUNTED SATISFACTION AMOUNT"), offer to sell the same to Participant upon
the following terms and conditions (collectively the "RIGHT OF FIRST REFUSAL"):
(a) Lender shall provide to Participant written notice, sent to Participant's
address set forth above, of the Right of First Refusal (the "OFFER"), offering
to sell all of the Obligations, the New Syndication Interest or the New
Participation Interest, as applicable, to Participant, and specifying either (i)
the price at which Lender intends to sell the same or (ii) the Discounted
Satisfaction Amount, as applicable (the "SALE PRICE"); (b) Such offer shall
remain outstanding and subject to acceptance by Participant for a period of five
(5) business days after the Date of Deemed Receipt thereof by Participant (the
Date of Deemed Receipt of such Offer shall be, as applicable, (i) the date of
delivery if hand-delivered, (ii) the date specified for delivery if sent by an
overnight courier service or (iii) the date on which such Offer is sent by
facsimile transmission to the facsimile number set forth under Participant's
signature hereunder, so long as a copy thereof is also delivered, on the same

                                       8


date, to an overnight courier service for delivery on the available delivery
date); (c) such Offer shall expire unless (i) accepted in writing by
Participant, without any additional terms or conditions and (ii) such written
acceptance is actually delivered to Lender not later than 5:00 p.m. (Atlanta
time) on the fifth (5th) business day after the Date of Deemed Receipt; and (d)
an Offer accepted in accordance with the foregoing terms, and any contract
formed thereby, shall be deemed terminated without any action or notice by or
to, nor payment or penalty due from or to, either Lender or Participant unless,
not later than 5:00 p.m. (Atlanta time) on the tenth (10th) business day after
the Date of Deemed Receipt, Participant shall tender to the Lender good funds in
the amount of the Right of First Refusal Purchase Price (hereinafter defined)
and, if any Letter of Credit is then outstanding under the Credit Agreement, a
Supporting Letter of Credit in the amount and otherwise on the terms set forth
in Section 1.4(g) of the Credit Agreement, conditioned only upon receipt of an
executed Assumption and Assignment Agreement, generally in the form attached as
EXHIBIT E to the Credit Agreement or, if done in connection with a New
Participation Interest, an executed Participation Agreement in the form hereof.
For purposes hereof, the term "Right of First Refusal Purchase Price" shall mean
the lesser of (i) the Sale Price or (ii) the then full outstanding amount of the
Lender's Share of the Obligations. At any time within sixty (60) days after
either (i) the expiration of an Offer without acceptance, or (ii) the
termination of a contract formed by an Offer accepted in accordance with the
foregoing terms and conditions, pursuant to subsection (d), above, Lender may,
without any notice to Participant, either (m) sell all of the Obligations, the
New Syndicated Interest or the New Participation Interest, as applicable, for
any amount equal to or greater than the Sale Price (subject only to the
requirement that any such transferee agree to be bound by the terms of this
Amended and Restated Participation Agreement) or (n) accept payment from any
Borrower in an amount equal to or greater than the Discounted Satisfaction
Amount in full satisfaction of all of the Obligations.

         15. This Amended and Restated Participation Agreement and each
Certificate of Participation shall be governed by and construed in accordance
with the laws and decisions of the State of Georgia.

         16. The Participant represents and warrants to Agent and Lender that
(a) Participant does not consider the acquisition of its junior participation
interest hereunder to constitute the "purchase" or "sale" of a "security" within
the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934
or Rule 10b-5 promulgated thereunder, any other applicable securities statute or
law, or any rule or regulation under any of the foregoing (collectively, as
amended, the "Acts"); (b) Participant has no expectation that Participant will
derive profits from the efforts of any Agent or Lender or any third party in
respect of the acquisition of Participant's junior participation interest
hereunder excepting interest related to the Participation; (c) acquisition of
such junior participation interest merely constitutes a commercial transaction
by Participant with Lender regarding Participant's acquisition of a junior
participation interest in the Participation Obligations and does not represent
an "investment" (as that term is commonly understood) in any Agent, any Lender
or any Borrower; (d) Participant is purchasing such Participant's junior
participation interest in the Participation Obligations hereunder for
Participant's own account and risk, and not with a view or in connection with
any subdivision, resale, or distribution thereof, (e) Participant engages in
commercial transactions (including transactions of the nature contemplated
herein and in the Credit Agreement), can bear the economic risk related to the
purchase of the junior participation interest hereunder, and has had


                                       9


access to all information deemed necessary by Participant in making
Participant's decision whether or not to purchase the same, and (f) Participant
will hold the junior participation interest in the Participation Obligations
hereunder solely in the name of, and for the sole benefit of, Participant, and
not jointly or severally with, or on behalf of, any other Person. Further, no
amount paid by Participant to purchase Participant's junior participation
interest in the Participation Obligations shall be considered a loan by
Participant to any Lender, nor an investment of any nature or kind.

         17. Subject only to the Right of First Refusal set forth in Section 14
hereof, at any time and from time to time, Lender may sell additional
participations in Obligations other than the Participation Obligations (all of
which shall be deemed included within Lender's Share of the Obligations and
shall be deemed to be Senior Participations for all purposes hereof), upon such
terms and conditions as may be determined by Lender in Lender's sole and
absolute discretion, and nothing herein shall in any way be construed to limit,
restrict or prohibit Lender's right to do so. Participant's junior participation
interest in the Participation Obligations (and in the Collateral and the
Collections) is and shall remain in all respects junior and subordinate to
Lender's Share of the Obligations, and to the receipt by Lender of the payment
in full of Lender's Share of the Obligations and the termination of all
Commitments, which Participant acknowledges and agrees includes and will include
Lender's interests in the Obligations, and each other participation interest in
the Obligations, other than the junior participation interests included within
the Participation, now or hereafter granted and sold by Lender (all such
participation interests, other than the Participation and the junior
participation interests therein held by the Participant, being herein called the
"SENIOR PARTICIPATIONS" and each owner of a Senior Participation being herein
called a "SENIOR PARTICIPANT"), and, accordingly, Lender, for itself and the
benefit of all the Senior Participants, shall first be repaid in full the full
amount of Lender's Share of the Obligations prior to any payment, repayment or
distribution on account of or with respect to the Participation other than
interest payments on the Participation payable to Participant in accordance with
SECTION 3 hereof.

         18. Upon payment in full in immediately available funds of all
principal, interest and charges with respect to Lender's Share of the
Obligations, the satisfactory cash collateralization of all outstanding
Obligations in respect of Letters of Credit and the termination of all
Commitments, but subject to assumption by the Participant of all of Lender's
rights, duties and obligations with respect to all of the Loan Documents
(pursuant to a form of assignment and assumption agreement reasonably acceptable
to, and executed and delivered by, Participant and Lender (the "ASSUMPTION
AGREEMENT")), and the receipt of a full, complete and unconditional release from
all Borrowers on terms acceptable to Agent and Lender in their respective sole
and absolute discretion, Lender will effect settlement thereof and will,
promptly after receipt of written request from the Participant, assign to the
Participant, pursuant to the Assumption Agreement and for consideration of $0,
all of the Lender's rights in the Obligations and the Collateral, if any, for
the Obligations and Lender's rights with respect thereto without
representations, warranties or recourse of any kind or nature whatsoever except
to the extent, if any, expressly set forth in the Assumption Agreement, but
nothing in this Section 18 shall diminish the rights and privileges of Lender
described in Section 11 or Section 12 of this Amended and Restated Participation
Agreement.

                                       10


         19. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN THE CONNECTION WITH THIS AMENDED AND RESTATED
PARTICIPATION AGREEMENT AND FURTHER HEREBY WAIVE ANY RIGHT OF OFFSET OR RIGHT TO
INTERPOSE ANY COUNTERCLAIM (OTHER THAN A COMPULSORY COUNTERCLAIM) IN ANY SUCH
ACTION. THE PARTIES HERETO EXPRESSLY SUBMIT IN ADVANCE TO THE NONEXCLUSIVE
JURISDICTION OF THE COBB COUNTY SUPERIOR COURT, IN THE STATE OF GEORGIA, OR TO
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA IN ANY
ACTION OR PROCEEDING RELATING TO ANY CLAIM, DISPUTE OR OTHER MATTER PERTAINING
DIRECTLY OR INDIRECTLY TO THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT.

         20. At Lender's option and in Lender's sole and absolute discretion,
Lender may at any time repurchase the Participation from the Participant by
paying to Participant the outstanding amount of Participant's share of the
Participation, together with Participant's share of the interest attributable to
Participant's share of the Participation to the date of such repurchase. This
Amended and Restated Participation Agreement shall thereupon terminate;
PROVIDED, HOWEVER, that the termination shall not affect the respective rights,
duties or obligations of any party incurred prior to the effective date of such
termination. Notwithstanding the foregoing or any other provision of this
Amended and Restated Participation Agreement, in no event shall any Lender have
any obligation to repurchase the Participation or any part thereof or any
interest therein, whether upon or by reason of the occurrence, existence or
absence of any Default or Event of Default, or otherwise for any other reason or
in any other circumstance. For so long as Lender is the sole Lender under the
Credit Agreement, at Participant's option and in Participant's sole and absolute
discretion, Participant may, upon at least thirty (30) but not more than
forty-five (45) days prior written notice in the form of a binding offer,
purchase from Lender all (but not less than all) of Lender's Share of the
Obligations for a purchase price, payable by wire transfer of cash to an account
designated by Lender, equal to the sum of (i) the entire outstanding amount of
the Lender's Share of the Obligations as of the date on which the purchase price
is tendered by Participant PLUS (ii) an amount equal to Sixty-two & 1/2% of the
Early Termination Fee that would have been payable by Borrowers if Borrowers had
terminated the Credit Agreement as of the date of such purchase.

         21. Neither the execution of this Amended and Restated Participation
Agreement, nor the purchase or other acquisition by Participant of an undivided
interest in the Participation, nor any of the transactions contemplated hereby,
is intended to be, nor shall it be construed to be, the formation of a
partnership or joint venture between Participant and any Agent or Lender.

         22. This Amended and Restated Participation Agreement and the
Certificates of Participation (a) may not be amended, modified or terminated
(orally or by any course of dealing or otherwise), except by an agreement in
writing signed by Participant and Lender and acknowledged by Agent, (b) shall
remain in full force and effect until all Obligations (including any
Post-Petition Advances) are paid in full and the Credit Agreement is terminated,
unless, prior thereto, Lender, in its discretion, determines to repurchase the
Participation pursuant to the provisions of SECTION 20 hereof, (c) shall be
governed by and construed in accordance with the laws of the State of Georgia
and (d) supercedes any prior negotiations or discussions or communications
between or among Agent, Lender and the Participant, and constitutes the entire

                                       11


agreement between Lender, on the one hand, and Participant, on the other, with
respect to the Obligations, the Participation, the Participation Obligations,
the Collateral, and the Loan Documents. This Amended and Restated Participation
Agreement amends and restates that certain Participation Agreement between
Collateral Agent and Participant dated as of October 31, 2003.

         23. This Amended and Restated Participation Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts taken together shall constitute but
one and the same instrument. Facsimile signatures shall be effective as
originals.

         24. Except for the specific notice provisions set forth as part of the
Right of First Refusal hereinabove, all notices and confirmations hereunder by
Collateral Agent or any Lender to the Participant shall be deemed given if
addressed to the applicable address for the Participant set forth below, and
sent by registered or certified mail, return receipt requested, or sent by
facsimile, and all notices and requests hereunder by the Participant to Lender
shall be deemed given if addressed to Lender in care of the Collateral Agent at
such Agent's address set forth above and directed to the attention of Mr. Ken
Butler and sent by certified or registered mail, return receipt requested, or
sent by facsimile.

                  [Remainder of Page Intentionally Left Blank]


                                       12




         If the foregoing correctly sets forth the arrangement between Lender
and Participant, please indicate Participant's confirmation thereof and
Participant's acceptance of the terms of this Amended and Restated Participation
Agreement by signing and returning to Lender, in care of the Collateral Agent,
the enclosed copy hereof, whereupon this Amended and Restated Participation
Agreement shall become effective and be binding as between Lender and
Participant, and (without prejudice to SECTION 13 above) the respective
successors and assigns of Lender and the respective permitted assigns of
Participant.

                                           Very truly yours,


                                           THE CIT GROUP/BUSINESS CREDIT, INC.,
                                           as Lender


                                           By: /s/ Kenneth B. Butler
                                           Name: Kenneth B. Butler
                                           Title: Vice President

                                           Address:    900 Ashwood Parkway
                                                       Suite 610
                                                       Atlanta, GA 30338

ACKNOWLEDGED AND AGREED TO:

"PARENT"

MILLER INDUSTRIES, INC.


By:  /s/ J. Vincent Mish
   ------------------------------
         J. Vincent Mish
         Chief Financial Officer


"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.
     [CONTINUED ON NEXT PAGE]
                                       13


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/ J. Vincent Mish
    ------------------------------------------------
         J. Vincent Mish
         Vice President and Attorney-in-Fact of each
            entity listed above

"SUBSIDIARY ROADONE BORROWERS"

AETEX, INC., F/K/A A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BTRCX, INC. F/K/A BERT'S TOWING RECOVERY
      CORPORATION
BBSX, INC. F/K/A BOB BOLIN SERVICES, INC.
BASIEX, INC. F/K/A BOB'S AUTO SERVICE, INC.
BTRX, INC.
BVSWS, INC. F/K/A BOB VINCENT AND SONS
      WRECKER SERVICE, INC.
CAL WEST TOWING, INC.
CBTX,INC., F/K/ACEDAR BLUFF 24 HOUR
      TOWING, INC.
CCASX, INC.
CEX, INC., F/K/A CHAD'S INC.
CVDC, F/K/A CLEVELAND VEHICLE DETENTION
      CENTER, INC.
D.A. HANELINE, INC.
DVREX, INC.
DOLLAR ENTERPRISES, INC.
DSX, INC., F/K/A DUGGER'S SERVICES, INC.
      [CONTINUED ON NEXT PAGE]

                                       14


GMAR, INC., F/K/A GOOD MECHANIC AUTO CO.
      OF RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
HTX, INC.
LTSX, INC., F/K/A LAZER TOW SERVICES, INC.
LASX, INC.
LWKR, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MGEX, INC.
MSTEX, INC.
MTSX INC.
MURPHY'S TOWING, INC.
P.A.T., INC.
PEX, INC., F/K/A/ PIPES ENTERPRISES, INC.
RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RSX, INC., F/K/A RECOVERY SERVICES,
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
ROAD ONE SPECIALIZED TRANSPORTATION,
      INC.
ROADONE TRANSPORTATION AND LOGISTICS,
      INC.
R.M.W.S., INC.
SWSX, INC. (F/K/A SUBURBAN WRECKER
      SERVICE, INC.)
TEXAS TOWING CORPORATION
TPCTH, INC.
TREASURE COAST TOWING, INC.
TREASURE COAST TOWING OF MARTIN
      COUNTY, INC.
TSSC, INC., F/K/A TRUCK SALES & SALVAGE
      CO., INC.
TWSX, INC.
WSX, INC., F/K/A WES'S SERVICE INCORPORATED
WTX, INC. (F/K/A WILTSE TOWING, INC.)
WTC, INC.
WTEX, INC.

     [CONTINUED ON NEXT PAGE]


                                       15


ZTRX, INC., F/K/A ZEHNER TOWING &
RECOVERY, INC.


By:       /s/ J. Vincent Mish
         --------------------------------------------
         J. Vincent Mish
         Vice President and Attorney-in-Fact of each
            entity listed above


ACKNOWLEDGED AND AGREED TO
SOLELY FOR PURPOSES OF SECTION 6
HEREOF AND THOSE OTHER PROVISIONS
HEREOF WHICH EXPRESSLY REFERENCE
AGENT

"COLLATERAL AGENT"

THE CIT GROUP/BUSINESS CREDIT, INC., as
the Collateral Agent


By: /s/ Kenneth B. Butler
Name: Kenneth B. Butler
Title: Vice President



                                       16





         The undersigned party confirms that the foregoing correctly sets forth
the arrangement between such undersigned party (acting as an individual and not
as an officer, director, agent or representative of any of the Borrowers or any
other Person) and Lender with respect to the Participation and the interest of
such undersigned party therein, and such undersigned party hereby accepts and
agrees to the terms of this Amended and Restated Participation Agreement.

                                  By:   /s/ William G. Miller
                                     ----------------------------------------
                                          William G. Miller, as Participant

                                  Address: 5025 Harrington Road
                                             Alpharetta, Georgia 30022

                                   Telephone:
                                   Facsimile:









                                    EXHIBIT A


December ___, 2003
         ----


                          CERTIFICATE OF PARTICIPATION

FOR VALUE RECEIVED, Lender has on the date of this certificate sold to WILLIAM
G. MILLER (the "PARTICIPANT"), whose address is 5025 Harrington Road,
Alpharetta, Georgia 30022, without recourse on or warranty, express or implied
by Lender (except that the Lender owns all rights, titles and interests in and
to the interests in the Participation Obligations purchased by Participant
pursuant to the Amended and Restated Participation Agreement and that such
interests have not been encumbered or assigned by Lender to any other Person), a
junior participation (the "PARTICIPATION") of Ten Million Dollars ($10,000,000)
in the principal amount of the "Participation Obligations," as defined and
described in the Amended and Restated Participation Agreement dated as of the
date hereof between Lender and the Participant (the "AMENDED AND RESTATED
PARTICIPATION AGREEMENT," with capitalized terms used herein and not otherwise
defined having the respective meanings ascribed to such terms in the Amended and
Restated Participation Agreement), relating, in part, to the Credit Agreement
among Lender and Borrowers.

         This Certification of Participation is issued by the Lender pursuant to
SECTION 1 of, and the junior participation interest evidenced hereby is in all
respects subject to the terms and conditions of, the Amended and Restated
Participation Agreement, to which reference is hereby made for all purposes.
This Certificate of Participation evidences an undivided interest in the
Participation.


                                      THE CIT GROUP/BUSINESS CREDIT, INC., as
                                      Lender


                                      By:_________________________________
                                      Name: ______________________________
                                      Title: _____________________________

EX-10.6

Exhibit 10.6

            AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

                              AND WAIVER AGREEMENT

         THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND
WAIVER AGREEMENT (this "AGREEMENT") is made and entered into as of January 14,
2004, by and among MILLER INDUSTRIES, INC., a Tennessee corporation ("MILLER"),
and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation and wholly
owned subsidiary of Miller ("MILLER TOWING") (Miller and Miller Towing may be
referred to herein individually as a "BORROWER" and together as the
"BORROWERS"), EACH OF THE GUARANTORS SIGNATORY HERETO (the "GUARANTORS"),
CONTRARIAN FUNDS, LLC ("CONTRARIAN"), as successor Agent to Bank of America,
N.A. (in such capacity, the "AGENT") for the Lenders under the Credit Agreement
(as defined below) and as a Lender, and HARBOURSIDE INVESTMENTS, LLLP
("HARBOURSIDE") as a Lender.

                              W I T N E S S E T H:

         WHEREAS, the Agent, the Lenders and the Borrowers have entered into
that certain Amended and Restated Credit Agreement dated as of July 23, 2001, as
amended by (i) that certain Amendment No. 1 to Amended and Restated Credit
Agreement dated as of April 12, 2002, among Borrowers, certain Subsidiaries of
Borrowers, Bank of America, N.A., Wachovia Bank, N.A., AmSouth Bank and SunTrust
Bank, and (ii) that certain letter agreement dated November 19, 2003, by
Contrarian as sole Lender and Agent (as so amended and as hereby and from time
to time amended, supplemented, modified or replaced, the "CREDIT AGREEMENT"),
pursuant to which $13,849,086.18 in aggregate principal amount of subordinated
term loans remains outstanding as of the date of this Agreement; and

         WHEREAS, Miller and Contrarian are entering into that certain Exchange
Agreement dated as of the date hereof in the form attached hereto as EXHIBIT A
(the "CONTRARIAN EXCHANGE AGREEMENT"), pursuant to which, subject to certain
terms and conditions, Contrarian has agreed to (a) exchange the Obligations
consisting of principal, interest and fees owing by Borrowers to Contrarian for
common stock of Miller and an amended promissory note under the Credit Agreement
to evidence the outstanding principal amount of Term Loans held by Contrarian
after giving effect to the transactions contemplated by the Contrarian Exchange
Agreement, and (b) to cancel and convert all of the outstanding Warrants held by
Contrarian into shares of common stock of Miller (such transactions as described
in this Whereas clause are referred to herein as the "CONTRARIAN EXCHANGE
TRANSACTION") ; and

         WHEREAS, Miller and Harbourside are entering into that certain Exchange
Agreement dated as of the date hereof in the form attached hereto as EXHIBIT B
(the "HARBOURSIDE EXCHANGE AGREEMENT"; together with the Contrarian Exchange
Agreement referred to herein collectively as the "EXCHANGE AGREEMENTS"),
pursuant to which, subject to certain terms and conditions, Harbourside has
agreed to (a) exchange the Obligations consisting of principal, interest and
fees owing by Miller to Harbourside for common stock of Miller and an amended
promissory note under the Credit Agreement to evidence the outstanding principal
amount of Term Loans held by Harbourside after giving effect to the transactions
contemplated by the Harbourside Exchange






Agreement, and (b) to cancel and convert all of the outstanding Warrants held by
Harbourside into shares of common stock of Miller (such transactions as
described in this Whereas clause are referred to herein as the "HARBOURSIDE
EXCHANGE Transaction"); and

         WHEREAS, it is a condition precedent to the effectiveness of the
Exchange Agreements that the Borrowers, Agent and Lenders enter into this
Agreement; and

         WHEREAS, the Borrowers have requested that the terms of the Credit
Agreement be amended in the manner set forth herein, and that certain Defaults
and/or Events of Default under the Credit Agreement be waived, and the Agent and
the Lenders, subject to the terms and conditions contained herein, have agreed
to such waivers and amendments as set forth below;

         WHEREAS, the Borrowers, the Agent, the Lenders and the Guarantors
acknowledge that the terms of this Agreement constitute an amendment and
modification of, and not a novation of, the Credit Agreement and the Notes;

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereby agree as
follows:

         1. DEFINITIONS. Unless the context otherwise requires, all capitalized
terms used herein without definition shall have the definitions provided
therefor in the Credit Agreement.

         2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions hereof,
the Credit Agreement is hereby amended, effective as of the date hereof, as
follows:

                  (a) SECTION 1.1 of the Credit Agreement is hereby amended by
amending and restating the following definitions to read in their entirety as
follows:

                  "Notes" means, collectively, the Existing Notes, Tranche A
         Note, the Tranche B Note and any Replacement Note.

                  "Stated Termination Date" means (a) at all times prior to the
         Rescission Date, July 31, 2005, and (b) on and at all time after the
         Rescission Date, July 31, 2003.

                  "Base Rate" means (a) with respect to the principal portion of
         the Term Loans evidenced by any Tranche A Note, 18% per annum, (b) with
         respect to the principal portion of the Term Loans evidenced by any
         Tranche B Notes, 9% per annum, (c) with respect to the principal
         portion of the Term Loans evidenced by the Existing Harbourside Note,
         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 PLUS (ii) 10%, and (d) with
         respect to the principal portion of the Term Loans evidenced by any
         Replacement Note, 18% per annum. 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. The increase in the interest rate effected by Amendment No. 3 to
         the Credit Agreement shall accrue from, and be effective as of, the
         date of this Agreement.


                                       2



         (b) SECTION 1.1 of the Credit Agreement is hereby further amended by
adding the following new definitions in alphabetical order to read in their
entirety as follows:

                           "Contrarian Exchange Agreement" means that certain
                  Exchange Agreement dated as of the Third Amendment Effective
                  Date between Contrarian and Miller, as amended, restated,
                  modified, or supplemented from time to time.

                           "Contrarian Exchange Transaction" has the meaning
                  assigned to such term in the second recital paragraph to the
                  Third Amendment.

                           "Exchange Agreements" means, collectively, the
                  Harbourside Exchange Agreement and the Contrarian Exchange
                  Agreement.

                           "Existing Contrarian Note" means that certain
                  Promissory Note dated October 28, 2003 issued by Borrowers to
                  Contrarian in the aggregate principal amount of $7,715,919.45.

                           "Existing Harbourside Note" means that certain
                  Promissory Note dated November 24, 2003 issued by Miller to
                  Harbourside in the aggregate principal amount of
                  $6,133,166.73.

                           "Existing Notes" means, collectively, the Existing
                  Contrarian Note and the Existing Harbourside Note.

                           "Harbourside Exchange Transaction" has the meaning
                  assigned to such term in the third recital paragraph to the
                  Third Amendment.

                           "Miller Shareholder Approval" has the meaning
                  assigned to such term in the Harbourside Exchange Agreement.

                           "Rescission Date" means the effective date of any
                  exercise by Contrarian of its right of rescission pursuant to
                  and in accordance with Section 10 of the Contrarian Exchange
                  Agreement.

                           "Replacement Note" means any promissory note issued
                  by the Borrowers to Contrarian on or after the Rescission Date
                  pursuant to the provisions of SECTIONS 2.4(C), substantially
                  in the form of EXHIBIT D-3 to the Third Amendment, as amended,
                  restated, modified, or supplemented from time to time, which
                  note shall constitute an amendment and restatement of the
                  Tranche A Note.

                           "Third Amendment" means that certain Amendment No. 3
                  to Amended and Restated Credit Agreement and Waiver Agreement
                  dated as of the Third Amendment Effective Date, among
                  Borrowers, Agent, Guarantors and Lenders.

                           "Third Amendment Effective Date" means January 14,
                  2004.

                                       3


                           "Tranche A Note" means, collectively, the Tranche A
                  Promissory Note of the Borrowers, substantially in the form of
                  EXHIBIT D-1 to the Third Amendment, as amended, restated,
                  modified, or supplemented from time to time, which note shall
                  constitute an amendment and restatement of the Existing
                  Contrarian Note.

                           "Tranche B Note" means, collectively, the Tranche B
                  Promissory Note of the Borrowers, substantially in the form of
                  EXHIBIT D-2 to the Third Amendment, as amended, restated,
                  modified, or supplemented from time to time.

         (c) SECTION 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Applicable Margin".

         (d) SECTION 2.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


                           2.1. TERM LOAN; PAYMENT OF PRINCIPAL.

                           (a) 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.

                           (b) As of the Third Amendment Effective Date and
                  after giving effect to the Contrarian Exchange Transaction to
                  be consummated on the Third Amendment Effective Date: (i) the
                  aggregate outstanding principal amount of all Term Loans is
                  $11,534,311.35, together with accrued but unpaid interest
                  thereon in the aggregate amount equal to $450,325.67, (ii) the
                  aggregate outstanding principal amount of Term Loans held by
                  Contrarian is $5,401,143.62, as evidenced by the Tranche A
                  Note to be issued to Contrarian on the Third Amendment
                  Effective Date, and the aggregate amount of accrued but unpaid
                  interest thereon owing to Contrarian is $0, and (iii) the
                  aggregate outstanding principal amount of Term Loans held by
                  Harbourside, as evidenced by the Existing Harbourside Note is
                  $6,133,166.73, and the aggregate amount of accrued but unpaid
                  interest thereon owing to Harbourside is $450,325.67. On the
                  Rescission Date, the aggregate outstanding principal amount of
                  Term Loans held by Contrarian shall be $7,715,919.45, less the
                  amount of any repayment of the principal amount of Term Loans
                  held by Contrarian after the Third Amendment Effective Date
                  and prior to the Rescission Date (other than as contemplated
                  by the Contrarian Exchange Agreement), as evidenced by the
                  Replacement Note to be issued to Contrarian on the Rescission
                  Date.

                                       4


                           (c) Immediately following the Miller Shareholder
                  Approval and after giving effect to the Harbourside Exchange
                  Transaction to be consummated on or about such date, the
                  aggregate outstanding principal amount of Term Loans held by
                  Harbourside will be $4,293,216.17 less the amount of any
                  repayment of the principal amount of Term Loans held by
                  Harbourside after the Third Amendment Effective Date and prior
                  to the Miller Shareholder Approval, as evidenced by the
                  Tranche B Note to be issued to Harbourside on the date of
                  Miller Shareholder Approval.

                           (d) The entire principal amount of the Term Loans
                  shall be due and payable on the Stated Termination Date.

                  (e) SECTION 2.4 of the Credit Agreement is hereby amended and
         restated in its entirety as follows:


                           2.4. NOTES.

                           (a) On the Third Amendment Effective Date, upon
                  surrender of the Existing Contrarian Note by Contrarian to
                  Borrowers, Borrowers will issue to Contrarian a new note in
                  the form of Tranche A Note in the aggregate principal amount
                  of $5,401,143.62, which promissory note by its terms shall
                  amend and restate in its entirety the Existing Contrarian
                  Note.

                           (b) On the Miller Shareholder Approval in connection
                  with the consummation of the Harbourside Exchange Transactions
                  to occur on or about such date, upon surrender of the Existing
                  Harbourside Note by Harbourside to Borrowers, Borrowers will
                  issue to Harbourside a Tranche B Note in the aggregate
                  principal amount of $4,293,216.71 less the amount of any
                  repayment of the principal amount of Term Loans held by
                  Harbourside after the Third Amendment Effective Date and prior
                  to the Miller Shareholder Approval, which promissory note
                  shall amend and in restate in its entirety the Existing
                  Harbourside Note.

                           (c) On the Rescission Date, Contrarian shall
                  surrender to Miller the Tranche A Note issued to it pursuant
                  to SECTION 2.4(A), and Borrowers shall issue and deliver to
                  Contrarian a new Replacement Note in the aggregate principal
                  amount of $7,715,919.45 less the amount of any repayment of
                  the principal amount of Term Loans held by Contrarian after
                  the Third Amendment Effective Date and prior to the Rescission
                  Date (other than as contemplated by the Contrarian Exchange
                  Agreement), which replacement note shall amend and restate in
                  its entirety such Tranche A Note issued to Contrarian on the
                  Third Amendment Effective Date.

         (f) SECTION 7.1 of the Credit Agreement is hereby amended by adding a
new clause (i) immediately after existing clause (h) to read in its entirety as
follows:

                                       5


                           (i) at the times and in the manner required for
         delivery as provided in the Senior Credit Agreement, deliver to Agent
         and Lenders a copy of all of the reports, information, documents and
         notices required to be delivered to the Senior Agents and Senior
         Lenders pursuant to Article 5 of the Senior Credit Agreement.

         (g) Clauses (b) and (c) of SECTION 8.1 of the Credit Agreement is
hereby amended and restated in their entirety to read as follows:

                           (b) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit
                  the Consolidated Fixed Charge Coverage Ratio to be less than
                  1.1 to 1.0 for each Four-Quarter Period beginning with the
                  Four-Quarter Period ending March 30, 2003.

                           (c) CONSOLIDATED EBITDA. Permit Consolidated EBITDA
                  for each trailing three month period ended as of the last day
                  of each fiscal month, commencing on March 31, 2004, to be less
                  than $2,500,000.

         (h) EXHIBIT D to the Credit Agreement is hereby deleted and the
following new EXHIBITS D-1, D-2 and D-3 are hereby substituted in lieu thereof
in the form attached to this Agreement as EXHIBITS D-1, D-2 and D-3.

         3. WAIVER; ACKNOWLEDGEMENT AND AGREEMENT OF AGENT AND LENDERS. Subject
to the satisfaction of the conditions precedent in Section 7 hereof:

                  (a) Agent and Lenders hereby waive all of the existing
Defaults and Events of Default under the Credit Agreement and Loan Documents
that have occurred and are continuing as of the date of this Agreement,
including, without limitation, (i) any Event of Default as a result of the
failure by Borrowers to repay the Term Loans and other Obligations on July 23,
2003, the original Stated Termination Date (as defined in the Credit Agreement
prior to giving effect to this Agreement), (ii) failure to timely deliver annual
financial statements for fiscal year 2002 and unqualified audit report, (iii)
the Event of Default under SECTION 9.1(G) (due to delivery of blockage and
standstill notices by Senior Lenders to the Lenders and the Agent) and other
defaults which were outlined in prior standstill/default notices given to Senior
Lenders and/or Miller, (iv) any Event of Default the Event of Default resulting
from Borrowers' breach of Section 8.4 of the Credit Agreement by the incurrence
of debt to Mr. William G. Miller in the amount of $150,000 in connection with
the payment of a certain expense deposit to General Electric Capital Corporation
(the "AFFILIATE LOAN") (the foregoing Defaults and Events of Default are
referred to herein collectively as the "EXISTING DEFAULTS"); and

                  (b) Agent and Lenders hereby acknowledge and agree that the
Term Loan Termination Date has not occurred as a result of the occurrence of any
of the Existing Defaults.

                  (c) Agent and the Lenders hereby acknowledge and agree that
the Existing Notes and any promissory notes issued pursuant to this Agreement,
are and will be subject to that certain Amended and Restated Intercreditor and
Subordination Agreement, dated as of April 12,



                                       6


2002, by and between The CIT Group/Business Credit, Inc. and Agent, as amended
from time to time.

         4. CONSENT. Agent and Lenders hereby consent to (i) the repayment by
Borrowers of the Affiliate Loan on or after the Third Amendment Effective Date,
(ii) the consummation of the transactions contemplated by the Exchange
Agreements.

         5. CONTINUING EFFECT OF LOAN DOCUMENTS.

                  (a) Each Guarantor hereby (i) consents and agrees to the
amendments to the Credit Agreement set forth herein and (ii) confirms its joint
and several guarantee of payment of all the Guarantors' Obligations pursuant to
the Guaranty.

                  (b) Each of the Borrowers and Guarantors hereby acknowledge
and agree that each of the Security Instruments (i) remains in full force and
effect and is hereby reaffirmed, (ii) continues to secure all of the Obligations
of the Borrowers and the Guarantors' Obligations pursuant to the Guaranty, as
applicable, and (iii) notwithstanding anything to the contrary in any Security
Instrument, shall remain in effect until the Facility Termination Date.

         6. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
certifies that after giving effect to this Agreement:

                  (a) The Borrowers and each Subsidiary have the power and
authority to execute and perform this Amendment Agreement and have taken all
action required for the lawful execution, delivery and performance thereof;

                  (b) No event has occurred and no condition exists which has
not been waived which, upon the consummation of the transaction contemplated
hereby, will constitute a Default or an Event of Default on the part of the
Borrowers under the Credit Agreement or any other Loan Document either
immediately or with the lapse of time or the giving of notice, or both; and

                  (c) Miller has the power and authority to execute and perform
the Exchange Agreements and has taken all action required for the lawful
execution, delivery and performance thereof, and each of the Exchange Agreements
has been duly executed and delivered by Miller and fully executed copies of the
Exchange Agreements have been delivered to the Agent.

         7. CONDITIONS TO EFFECTIVENESS. This Amendment shall not be effective
until the each of the following conditions shall have been satisfied:

                  (a) this Agreement duly executed by the Borrowers, the
Guarantors, the Agent and the Lenders and Agent shall have received a
counterpart thereof from each party thereto;

                  (b) Agent shall have received copies of the fully executed
Exchange Agreements; and

                  (c) Borrowers and Agent shall have received (i) consent from
Senior Lender to this Amendment to extent required pursuant to the Intercreditor
Agreement and (ii) consent



                                       7


from the Senior Lenders to the transactions contemplated by the Harbourside
Exchange Transaction.

         Upon the satisfaction of the conditions set forth in this SECTION 7,
the Amendment Agreement shall be effective as of the date hereof, PROVIDED, THAT
in the event that (i) the shareholders of Miller fail to approve the Exchange
(as defined in the Harbourside Exchange Agreement), or (ii) the Rescission Date
has occurred, the provisions of SECTION 3 shall be void ab initio and of no
force and effect. In such case, the Existing Defaults shall be deemed not to
have been waived and shall continue to exist and the Term Loan Termination Date
shall be deemed to have occurred as of such Rescission Date.

         8. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. No promise, condition, representation or warranty, express
or implied, not herein set forth shall bind any party hereto, and not one of
them has relied on any such promise, condition, representation or warranty. Each
of the parties hereto acknowledges that, except as otherwise expressly stated
herein, no representations, warranties or commitments, express or implied, have
been made by any party to the other. None of the terms or conditions of this
Agreement may be changed, modified, waived or canceled orally or otherwise,
except as provided in the Credit Agreement.

         9. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

         10. COUNTERPARTS. This Amendment Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Delivery of an executed
signature page hereof by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

         11. GOVERNING LAW. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Georgia.

         12. ENFORCEABILITY. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

         13. NO NOVATION. This Agreement is given as an amendment and
modification of, and not as a payment of, the Obligations of the Borrower under
the Credit Agreement and is not intended to constitute a novation of the Credit
Agreement. All of the indebtedness, liabilities and obligations owing by the
Borrowers under the Credit Agreement and the Guarantor's obligations under the
Guaranties, as applicable, shall continue to be secured by the "Collateral" as
defined in the Credit Agreement and the Borrowers and the Guarantors acknowledge
and agree that the "Collateral" as defined in the Credit Agreement shall
continue to constitute "Collateral"


                                       8


hereunder and remains subject to a security interest in favor of the Agent for
the benefit of itself and the Lenders and to secure such Obligations and
Guarantors' Obligations.

         14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of each of the Borrowers, the Lenders and the Agent and
their respective successors, assigns and legal representatives; PROVIDED,
however, that the Borrowers, without the prior consent of the Agent, may not
assign any rights, powers, duties or obligations hereunder.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE]



                                       9




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Amended and Restated Credit Agreement and Waiver Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.

                                   BORROWERS:

                                            MILLER INDUSTRIES, INC.


                                            By: /s/ A. Russell Chandler III
                                            Name:  A. Russell Chandler III
                                            Title: Chairman, Special
                                                   Committee of the Board of
                                                   Directors

                                            MILLER INDUSTRIES TOWING EQUIPMENT
                                            INC.


                                            By: /s/ A. Russell Chandler III
                                            Name:  A. Russell Chandler III
                                            Title: Chairman, Special
                                                   Committee of the Board of
                                                   Directors


                                       10



                                       GUARANTORS:

                                            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.
                                            AETEX, INC., F/K/A A-EXCELLENCE
                                                   TOWING CO.
                                            ALL AMERICAN TOWING SERVICES,
                                                   INC.
                                            B-G TOWING, INC.
                                            BEAR TRANSPORTATION, INC.
                                            BTRCX, INC. F/K/A BERT'S TOWING
                                                   RECOVERY CORPORATION
                                            BBSX, INC. F/K/A BOB BOLIN SERVICES,
                                                   INC.
                                            BASIEX, INC. F/K/A BOB'S AUTO
                                                  SERVICE,INC.
                                            BTRX, INC.
                                            BVSWS, INC. F/K/A BOB VINCENT AND
                                                   SONS WRECKER SERVICE, INC.
                                            CAL WEST TOWING, INC.
                                            CBTX, INC., F/K/A CEDAR BLUFF 24
                                                   HOUR TOWING, INC.
                                            CCASX, INC.
                                            CEX, INC., F/K/A CHAD'S INC.


                                       11


                                            CVDC, F/K/A CLEVELAND VEHICLE
                                                   DETENTION CENTER, INC.
                                            D.A. HANELINE, INC.
                                            DVREX, INC.
                                            DOLLAR ENTERPRISES, INC.
                                            DSX, INC., F/K/A DUGGER'S SERVICES,
                                                   INC.
                                            GMAR, INC., F/K/A GOOD MECHANIC AUTO
                                                   CO. OF RICHFIELD, INC.
                                            GREAT AMERICA TOWING, INC.
                                            GREG'S TOWING, INC.
                                            HTX, INC.
                                            LTSX, INC., F/K/A LAZER TOW
                                                   SERVICES, INC. LASX, INC.
                                            LWKR, INC. MAEJO, INC.
                                            MEL'S ACQUISITION CORP.
                                            MGEX, INC. MSTEX, INC. MTSX
                                            INC. MURPHY'S TOWING, INC.
                                            P.A.T., INC.
                                            PEX, INC., F/K/A/ PIPES ENTERPRISES,
                                                   INC.
                                            RMA ACQUISITION CORP.
                                            RRIC ACQUISITION CORP.
                                            RSX, INC., F/K/A RECOVERY SERVICES,
                                                   INC.
                                            ROAD ONE, INC.
                                            ROADONE EMPLOYEE SERVICES, INC.
                                            ROAD ONE INSURANCE SERVICES, INC.
                                            ROAD ONE SERVICE, INC.
                                            ROAD ONE SPECIALIZED
                                                   TRANSPORTATION, INC.
                                            ROADONE TRANSPORTATION AND
                                                   LOGISTICS, INC.
                                            R.M.W.S., INC.
                                            SWSX, INC. (F/K/A SUBURBAN WRECKER
                                                   SERVICE, INC.)
                                            TEXAS TOWING CORPORATION
                                            TPCTH, INC.
                                            TREASURE COAST TOWING, INC.
                                            TREASURE COAST TOWING OF MARTIN
                                                   COUNTY, INC.

                                       12


                                            TSSC, INC., F/K/A TRUCK SALES
                                                   & SALVAGE CO., INC.
                                            TWSX, INC.
                                            WSX, INC., F/K/A WES'S SERVICE
                                                   INCORPORATED
                                            WTX, INC. (F/K/A WILTSE TOWING,
                                                   INC.)
                                            WTC, INC.
                                            WTEX, INC.
                                            ZTRX, INC., F/K/A ZEHNER TOWING &
                                                   RECOVERY, INC.


                                            By: /s/ A. Russell Chandler III
                                            Name:  A. Russell Chandler III
                                            Title: Chairman, Special
                                                   Committee of the Board of
                                                   Directors

                                       13


                                        AGENT AND LENDERS:

                                        CONTRARIAN FUNDS, LLC, as Agent
                                        and Lender

                                        By Contrarian Capital Management, LLC,
                                        as Manager


                                         By:/s/ Jon R. Bauer
                                         Name: Jon R. Bauer
                                         Title: Managing Member



                                        HARBOURSIDE INVESTMENTS, LLLP, as Lender


                                         By:  /s/ William G. Miller
                                            ------------------------------------
                                         Name:  William G. Miller
                                         Title:  General Partner


                                       14


                                    EXHIBIT A

                      Form of Contrarian Exchange Agreement


                                       15


                                    EXHIBIT B

                     Form of Harbourside Exchange Agreement

                                       16


                                   EXHIBIT D-1

                        Form of Tranche A Promissory Note

                            Tranche A Promissory Note
                                   (Term Loan)

$__________________________                                     Atlanta, Georgia
                                                             [January ___, 2004]

                  THIS NOTE AND THE INDEBTEDNESS EVIDENCED
                  HEREBY HAVE BEEN SUBORDINATED TO CERTAIN
                  OBLIGATIONS OF THE MAKER PURSUANT TO AN
                  INTERCREDITOR AND SUBORDINATION AGREEMENT
                  BETWEEN CONTRARIAN FUNDS, LLC, AS JUNIOR
                  AGENT, AND THE CIT GROUP/BUSINESS CREDIT,
                  INC., AS SENIOR AGENT, 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 CONTRARIAN FUNDS, LLC, as agent for the Lenders (the "Agent"),
located at c/o Contrarian Capital Management, LLC, 411 West Putnam Avenue, Suite
225, Greenwich, Connecticut 06830 (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 accrued but unpaid interest 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



                                       17


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 the Tranche A 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.

         This Note constitutes an amendment and restatement of that certain
Promissory Note dated November ___, 2003 issued by Borrowers to Contrarian in
the aggregate principal amount of $7,715,919.45 (the "Prior Note") and this Note
is given as a substitution of, and not as a payment of, the Prior Note. The
indebtedness evidenced by this Note constitutes a continuation and modification
of a portion of that indebtedness outstanding under the Credit Agreement and
evidenced by the Prior Note. All of the indebtedness, liabilities and
obligations owing by the Borrower under the Prior Note shall continue and be
evidenced in part by this Note delivered in partial substitution for, and not
payment or novation of, the Prior 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.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE]


                                       18



         IN WITNESS WHEREOF, each of the Borrowers has caused this Tranche A
Promissory 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.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       MILLER INDUSTRIES TOWING EQUIPMENT INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       19


                                   EXHIBIT D-2

                        Form of Tranche B Promissory Note

                            Tranche B Promissory Note
                                   (Term Loan)

$__________________________                                     Atlanta, Georgia
                                                          [_________ ____, 2004]

                  THIS NOTE AND THE INDEBTEDNESS EVIDENCED
                  HEREBY HAVE BEEN SUBORDINATED TO CERTAIN
                  OBLIGATIONS OF THE MAKER PURSUANT TO AN
                  INTERCREDITOR AND SUBORDINATION AGREEMENT
                  BETWEEN CONTRARIAN FUNDS, LLC, AS JUNIOR
                  AGENT, AND THE CIT GROUP/BUSINESS CREDIT,
                  INC., AS SENIOR AGENT, 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 CONTRARIAN FUNDS, LLC, as agent for the Lenders (the "Agent"),
located at c/o Contrarian Capital Management, LLC, 411 West Putnam Avenue, Suite
225, Greenwich, Connecticut 06830 (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 accrued but unpaid interest 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



                                       20


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 the Tranche B 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.

         This Note constitutes an amendment and restatement of that certain
Promissory Note dated November ___, 2003 issued by Borrowers to Harbourside in
the aggregate principal amount of $6,133,166.73 (the "Prior Note") and this Note
is given as a substitution of, and not as a payment of, the Prior Note. The
indebtedness evidenced by this Note constitutes a continuation and modification
of a portion of that indebtedness outstanding under the Credit Agreement and
evidenced by the Prior Note. All of the indebtedness, liabilities and
obligations owing by the Borrower under the Prior Note shall continue and be
evidenced in part by this Note delivered in partial substitution for, and not
payment or novation of, the Prior 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.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE]


                                       21



         IN WITNESS WHEREOF, each of the Borrowers has caused this Tranche B
Promissory 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.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                        MILLER INDUSTRIES TOWING EQUIPMENT INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                       22



                                   EXHIBIT D-3

                       Form of Replacement Promissory Note

                           Replacement Promissory Note
                                   (Term Loan)

$__________________________                                     Atlanta, Georgia
                                                          [_________ ____, 2004]

                  THIS NOTE AND THE INDEBTEDNESS EVIDENCED
                  HEREBY HAVE BEEN SUBORDINATED TO CERTAIN
                  OBLIGATIONS OF THE MAKER PURSUANT TO AN
                  INTERCREDITOR AND SUBORDINATION AGREEMENT
                  BETWEEN CONTRARIAN FUNDS, LLC, AS JUNIOR
                  AGENT, AND THE CIT GROUP/BUSINESS CREDIT,
                  INC., AS SENIOR AGENT, 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 CONTRARIAN FUNDS, LLC, as agent for the Lenders (the "Agent"),
located at c/o Contrarian Capital Management, LLC, 411 West Putnam Avenue, Suite
225, Greenwich, Connecticut 06830 (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 accrued but unpaid interest 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



                                       23


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 the Replacement 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.

         This Note constitutes an amendment and restatement of that certain
Tranche A Promissory Note dated January ___, 2004 issued by Borrowers to
Contrarian in the aggregate principal amount of $___________ (the "Prior Note")
and this Note is given as a substitution of, and not as a payment of, the Prior
Note. The indebtedness evidenced by this Note constitutes a continuation and
modification of a portion of that indebtedness outstanding under the Credit
Agreement and evidenced by the Prior Note. All of the indebtedness, liabilities
and obligations owing by the Borrower under the Prior Note shall continue and be
evidenced in part by this Note delivered in partial substitution for, and not
payment or novation of, the Prior 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.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE]


                                       24



         IN WITNESS WHEREOF, each of the Borrowers has caused this Replacement
Promissory 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.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       MILLER INDUSTRIES TOWING EQUIPMENT INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       25

EX-10.7

Exhibit 10.7

                               EXCHANGE AGREEMENT

                                 BY AND BETWEEN


                            MILLER INDUSTRIES, INC.,


                                       AND


                              CONTRARIAN FUNDS, LLC


                          Dated as of January 14, 2004








                               EXCHANGE AGREEMENT


         THIS EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of
January 14, 2004, by and between MILLER INDUSTRIES, INC., a Tennessee
corporation ("MILLER INDUSTRIES"), and CONTRARIAN FUNDS, LLC, a Delaware limited
liability company ("CONTRARIAN"). Capitalized terms used herein but not
otherwise located in the text of this Agreement are defined in SECTION 11.12.

                              W I T N E S S E T H:

         WHEREAS, Contrarian owns $7,715,919.45 principal amount of the
outstanding subordinated debt of Miller Industries (the "SUBORDINATED DEBT")
under that certain Amended and Restated Credit Agreement, dated July 23, 2001,
as amended (the "NOTE CREDIT AGREEMENT"), by and among Miller Industries, Miller
Industries Towing Equipment, Inc., a Delaware corporation, and Bank of America,
N.A., in its capacity as a Lender, and other financial institutions which may be
Lenders from time to time, which Subordinated Debt is evidenced by certain
promissory notes issued by Miller Industries (the "NOTES");

         WHEREAS, in relation to the Subordinated Debt, Contrarian also owns
103,644 of the warrants issued by Miller Industries (the "WARRANTS") pursuant to
that certain Warrant Agreement, dated July 23, 2001, by and among Miller
Industries, Bank of America, N.A., SunTrust Bank, Wachovia Bank, N.A. and
AmSouth Bank (the "WARRANT AGREEMENT");

         WHEREAS, Contrarian has agreed that as of January 14, 2004, on the
terms and subject to the conditions set forth in this Agreement, it will (i)
exchange the portion of the Subordinated Debt that is over and above
$5,401,143.62, representing 70% of the aggregate principal amount of the
Subordinated Debt (the "BASE AMOUNT"), for shares of common stock of Miller
Industries, par value $.01 per share ("MILLER COMMON STOCK") (the "Exchange"),
and (ii) convert the Warrants, on the terms and conditions set forth herein (the
"WARRANT Conversion") for shares of Miller Common Stock;

         WHEREAS, Contrarian has also agreed that as of January 14, 2004, it
will exchange its Notes (the "NOTE AMENDMENT") for an amended Tranche A
Subordinated Secured Note in a principal amount equal to the Base Amount of the
Notes and in the form attached hereto in EXHIBIT A (the "TRANCHE A NOTE");

         WHEREAS, the Board of Directors of Miller Industries has unanimously
approved this Agreement and the transactions contemplated hereby;

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements herein contained and other good and valuable
consideration, the parties hereby agree as follows:

                                       25


SECTION 1.  EXCHANGE OF PORTION OF SUBORDINATED DEBT FOR SHARES OF MILLER COMMON
            STOCK AND ISSUANCE OF TRANCHE A NOTE.

         Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date (as hereinafter defined):

                  (a) Miller Industries shall deliver irrevocable instructions
         to SunTrust Bank, as transfer agent of the Miller Common Stock (the
         "TRANSFER AGENT"), to issue and deliver to Contrarian a number of
         shares of Miller Common Stock equal to the Note Stock Amount and the
         Warrant Stock Amount (each as hereinafter defined); and

                  (b) Upon receipt of evidence reasonably satisfactory to it of
         the issuance of the instructions referred to in SECTION 1(A),
         Contrarian shall deliver to Miller Industries all of the Notes owned by
         it (subject to SECTION 4.3) and Miller Industries shall deliver to
         Contrarian a Tranche A Note in the principal amount equal to the Base
         Amount.

SECTION 2.        NOTE STOCK AMOUNT.

         2.1 NOTE STOCK AMOUNT. The "NOTE STOCK AMOUNT" shall be determined as
follows:

                  (a) If the Exchange Price (as defined below) is not greater
         than $7.00 (the "CAP") and not less than $5.00 (the "FLOOR"), the Note
         Stock Amount shall be equal to the sum of the Aggregate Conversion
         Amount (as defined below) divided by the Exchange Price. The "EXCHANGE
         PRICE" shall mean the average closing price per share of Miller Common
         Stock on the New York Stock Exchange ("NYSE") for each trading day in
         the calendar fourth quarter of 2003. The "AGGREGATE CONVERSION AMOUNT"
         means the sum of the total obligations due under the Subordinated Debt,
         being principal, accrued interest and accrued commitment fees (together
         with accrued interest thereon), in each case to and including the
         Closing Date, MINUS the Base Amount. The parties agree that, as of the
         date of this Agreement, the Aggregate Conversion Amount would be
         $3,973,926.27, consisting of $7,715,919.45 of principal, $566,538.74 of
         accrued interest and $1,023,885.39 of accrued fees and $68,726.29
         interest thereon, MINUS the Base Amount of $5,401,143.62.The parties
         agree that the Exchange Price is $5.75640625.

                  (b) If the Exchange Price is less than $5.00, the Note Stock
         Amount shall be equal to the sum of the Aggregate Conversion Amount
         divided by $5.00.

                  (c) If the Exchange Price is greater than $7.00, the Note
         Stock Amount shall be equal to the sum of the Aggregate Conversion
         Amount divided by $7.00.

                  2.2 CALCULATION EXAMPLES. The following represent illustrative
         examples of the calculations set forth in SECTION 2.1 based on a
         hypothetical Aggregate Conversion Amount of $3,973,926.27 (assuming
         $9,375,069.89 in total outstanding obligations under the Subordinated
         Debt, MINUS the Base Amount of $5,401,143.62):

                  EXAMPLE OF SECTION 2.1(A): IF THE EXCHANGE PRICE
                  EQUALS $5.50, THEN THE NOTE STOCK AMOUNT WOULD EQUAL
                  722,532 SHARES OF MILLER COMMON STOCK
                  ($3,973,926.27) DIVIDED BY $5.50).

                                  2


         EXAMPLE OF SECTION 2.1(B): IF THE EXCHANGE PRICE EQUALS $4.00, THEN THE
         NOTE STOCK AMOUNT WOULD EQUAL 794,785 SHARES OF MILLER COMMON STOCK
         ($3,973,926.27) DIVIDED BY THE FLOOR PRICE OF $5.00).

         EXAMPLE OF SECTION 2.1(C): IF THE EXCHANGE PRICE EQUALS $8.00, THEN THE
         NOTE STOCK AMOUNT WOULD EQUAL 567,703 SHARES OF MILLER COMMON STOCK
         ($3,973,926.27) DIVIDED BY THE CAP PRICE OF $7.00).

         2.3 CONVERSION OF WARRANTS. On the Closing Date, the Warrants shall be
cancelled and converted into the right of Contrarian to receive the Warrant
Stock Amount. The "WARRANT STOCK AMOUNT" shall mean shares of Miller Common
Stock equal to (i) the Exchange Price MINUS the exercise price of each of the
Warrants, (ii) MULTIPLIED by the total number of Warrants at each such exercise
price, and (iii) DIVIDED by the Exchange Price.

         For example, if the Exchange Price is $5.50, the exercise price of the
Warrants is $1.00 per share and there are 103,644 Warrants, the Warrant Stock
Amount would equal 84,799 shares of Miller Common Stock (($5.50 - $1.00) X
103,644/$5.50).

         2.4 FRACTIONAL SHARES. No fraction of a share of Miller Common Stock
will be issued under this SECTION 2, but in lieu thereof Contrarian shall
receive an amount of cash equal to such fraction multiplied by the Exchange
Price.

         SECTION 3. CONSUMMATION OF THE TRANSACTIONS; CLOSING DATE.

         The consummation of the Exchange and the Warrant Conversion
contemplated herein (the "CLOSING") shall take place at the offices of
Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800 Atlanta, Georgia, on
or as soon as possible after January 14, 2004 (the "CLOSING DATE"); PROVIDED,
HOWEVER, that the Closing shall not occur until the conditions to closing set
forth in SECTIONS 7 and 8 shall have been satisfied or waived by the party or
parties entitled to the benefit thereof.

         SECTION 4. REPRESENTATIONS AND WARRANTIES OF CONTRARIAN.

         Contrarian represents and warrants to Miller Industries that:

         4.1 AUTHORITY. It has all necessary limited liability company power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby.

         4.2 BINDING AGREEMENT; NO VIOLATION. This Agreement has been, and will
be as of the Closing Date, duly executed and delivered by Contrarian and
constitutes the legal, valid and binding obligation of Contrarian, enforceable
against it in accordance with the respective terms hereof. The execution and
delivery of this Agreement by Contrarian, and the consummation of the
transactions contemplated by this Agreement, will not violate any of the
organizational documents of Contrarian or result in a Conflict (as hereinafter
defined) with the provisions of any material Law or Order to which Contrarian is
a party or is bound.

                                       3


         4.3 TITLE TO SUBORDINATED DEBT. All of the Notes owned by Contrarian
are held by Contrarian, free and clear of any Liens. Upon the parties' receipt
of all of the Closing deliverables set forth in SECTION 1, the obligations of
Miller Industries with respect to the portion of the Notes constituting the
Aggregate Conversion Amount will be extinguished, and all obligations under the
remaining Notes will be replaced with the obligations under the Tranche A Note
(subject to SECTION 10).

         4.4 INVESTMENT REPRESENTATION. (a) The shares of Miller Common Stock
are being acquired for Contrarian's own account, for investment and not with a
view to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the United States Securities Act of 1933, as
amended (the "SECURITIES Act"), which is in violation of the Securities Act.

                  (b) Contrarian is an accredited investor and (i) has such
         knowledge, sophistication and experience in business and financial
         matters that it is capable of evaluating the merits and risks of its
         investment in the shares of Miller Common Stock, and (ii) can bear the
         economic risk of an investment in such shares and can afford a complete
         loss of such investment.

                           (c) Contrarian acknowledges that (i) Miller
                  Industries has offered full access to all of the information
                  that would be necessary or appropriate to make an informed
                  investment decision with respect to the shares of Miller
                  Common Stock to be acquired by Contrarian under this Agreement
                  and (ii) Contrarian has refused such offers of access to any
                  information of a nonpublic nature.

         SECTION 5. REPRESENTATIONS AND WARRANTIES OF MILLER INDUSTRIES.

         Miller Industries represents and warrants to Contrarian that:

         5.1 CORPORATE ORGANIZATION. Miller Industries is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Tennessee and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.

         5.2 CAPITAL STOCK. The shares of Miller Common Stock to be issued
hereunder have been and will at the Closing be duly authorized and validly
issued. All of the shares of Miller Common Stock to be issued hereunder will at
the Closing be fully paid and nonassessable. Upon delivery of the shares of
Miller Common Stock to Contrarian by the Transfer Agent as provided in SECTION
1, Contrarian will acquire good and valid title to the shares of Miller Common
Stock, free and clear of any Liens.

         5.3 CORPORATE POWER AND AUTHORITY; BINDING AGREEMENT.

                  (a) Miller Industries has all necessary corporate power and
         authority to execute and deliver this Agreement and a Registration
         Rights Agreement (as hereinafter defined), to perform its obligations
         hereunder and thereunder, and to consummate the Exchange, the Warrant
         Conversion, the Note Agreement and the other transactions contemplated


                                       4


         by this Agreement. The execution, delivery and performance by Miller
         Industries of this Agreement and the transactions contemplated by this
         Agreement have been duly authorized by all necessary corporate action
         (including, without limitation, the approval of the Board) and no other
         corporate proceedings on the part of Miller Industries are necessary to
         authorize this Agreement, a Registration Rights Agreement or to
         consummate the Exchange, the Warrant Conversion, the Note Agreement or
         any other transactions contemplated by this Agreement.

                  (b) This Agreement has been duly executed and delivered by
         Miller Industries and constitutes the legal, valid and binding
         obligation of Miller Industries, enforceable against Miller Industries
         in accordance with its terms.

         5.4 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated by this Agreement conflict
with, or will result in any violation or breach of or event of default under
(any such event, a "CONFLICT"), any provision of (i) the Charter, as amended, or
the Bylaws, as amended, of Miller Industries, (ii) any Law or Order, in each
case, applicable to Miller Industries or its respective properties or assets or
(iii) whether or not with notice or lapse of time, or both, any agreement,
indenture or instrument to which Miller Industries is a party or by which its
assets are bound.

         5.5 OPINION OF FINANCIAL ADVISOR. Prior to the date hereof, the
Financial Advisor has delivered to the Board its oral opinion that, as of such
date and subject to customary assumptions, qualifications and limitations, the
terms of the Exchange are fair, from a financial point of view, to the
shareholders of Miller Industries other than "insiders" of Miller Industries as
defined in Section 16 of the Securities Exchange Act of 1934.

         5.6 SOLVENCY. Miller Industries is, and after consummation of the
transactions contemplated by this Agreement will be, Solvent. "SOLVENT" as used
herein, means that Miller Industries is able to realize upon its assets and pay
its debts and other liabilities, contingent obligations and other commitments as
they mature in the normal course of business, (ii) Miller Industries does not
intend to, and does not believe that it will, incur such debts or liabilities
beyond Miller Industries' ability to pay as such debts and liabilities mature in
their ordinary course, (iii) Miller Industries is not engaged in a business or a
transaction and is not about to engage in a business or a transaction, for which
Miller Industries' property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
Miller Industries is engaged or is to engage, (iv) the fair value of the
property of Miller Industries is greater than the total amount of liabilities,
including without limitation, contingent liabilities, of Miller Industries and
(v) the present fair salable value of the assets of Miller Industries is not
less than the amount that will be required to pay the probable liability of
Miller Industries on its debts as they become absolute and matured. In computing
the amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, 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.

         5.7 DISCLOSURE. Miller Industries hereby represents that all documents
filed by it with the Securities and Exchange Commission ("SEC") have contained
all material information required to be disclosed therein, and have not
contained any misstatements of a material fact or


                                       5


omitted to state any material fact necessary to make the statements set forth
therein not misleading.

         5.8 NO CONFIDENTIAL INFORMATION. Miller Industries confirms that it has
offered, but has not provided, information to Contrarian that is not available
to the general public.

         5.9 INDEBTEDNESS OUTSTANDING. Miller Industries issued $14,000,000.00
principal amount of notes under the Note Credit Agreement and, as of the date of
this Agreement, the outstanding principal amount of such is $13,849,086.18. True
and correct copies of the Note Credit Agreement and the Warrant Agreement have
been provided to Contrarian and such agreements have not been amended or
modified and remain in full force and effect. The exercise price and the number
of Warrant shares for which a Warrant is exercisable has not been adjusted
pursuant to the terms of the Warrant Agreement or otherwise.

         SECTION 6. ADDITIONAL COVENANTS AND AGREEMENTS.

         6.1 FURTHER ASSURANCES. Each party hereto, at the request of the other
party hereto, shall execute and deliver such other instruments of transfer,
conveyance, assignment or other documents and do and perform such other acts and
things as may be necessary or desirable for effecting completely and promptly
the consummation of the Exchange, the Warrant Conversion and the other
transactions contemplated hereby, including providing any documentation
requested by any third party lender; PROVIDED, HOWEVER, that nothing in this
SECTION 6.1 shall be construed to obligate any party to waive any of the closing
conditions set forth in SECTIONS 7 or 8 or to obligate Contrarian to incur any
expense or assume any obligation other than as otherwise provided in this
Agreement.

         6.2 REGISTRATION RIGHTS. The parties shall proceed to negotiate a
registration rights agreement with respect to the shares of Miller Common Stock
to be issued hereunder (a "REGISTRATION RIGHTS AGREEMENT") that is mutually
satisfactory to the parties.

         6.3 NOTE REPURCHASES, ETC. Miller Industries agrees that it will not
repurchase, directly or indirectly, any notes issued under the Note Credit
Agreement or any warrants issued under the Warrant Agreement other than on terms
substantially identical to those set forth in this Agreement, without the prior
written consent of Contrarian.

         6.4 INDEMNITY. (a) Miller Industries shall indemnify, defend, and hold
Contrarian and its affiliates and their respective officers, directors, agents,
partners, members, affiliates and employees (collectively, "INDEMNITEES")
harmless from and against any liability, claim, cost, loss, judgment, damage or
expense (including reasonable attorneys' fees and expenses) that Indemnitees
incur or suffer as a result of, or arising out of (i) breach of any of Miller
Industries' representations, warranties, covenants or agreements in this
Agreement, (ii) any third party claim arising out of the actions or inactions of
Miller Industries in connection with this Agreement or the transactions
contemplated hereby or (iii) any payments, setoffs or recoupments suffered by
Contrarian as a result of Miller Industries not being Solvent as of the Closing.
This SECTION 6.4 is a continuing obligation, separate and independent from the
other obligations of the parties to this Agreement and survives termination of
this Agreement and it is not necessary for an


                                       6


Indemnitee to incur expense or make payment before enforcing a right of
indemnity conferred by this Agreement.

                  (b) With respect to any claim by a third party as to which
         Contrarian is entitled to indemnification under SECTION 6.4(A)(II),
         Miller Industries shall have the right to assume control of the defense
         of such claim at its own expense, and Contrarian shall cooperate fully
         with Miller Industries in the defense of such claim at the expense of
         Miller Industries. If Miller Industries elects to assume control of the
         defense of any third-party claim, Contrarian shall have the right to
         participate in the defense of such claim and retain separate co-counsel
         at its own expense.

         6.5 NYSE LISTING. Miller Industries shall use its best efforts to have
the shares of Miller Common Stock to be issued to Contrarian hereunder be
approved for listing on the NYSE.

         SECTION 7. CONDITIONS TO OBLIGATIONS OF EACH PARTY.

         The respective obligations of each party hereto to consummate the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Closing of each of the following conditions, any of which may be
waived, in writing, by agreement of all the parties hereto (it being understood
that each such condition is solely for the benefit of the parties hereto and may
be waived in writing by their mutual agreement without notice, liability, or
obligation to any Person):

         7.1 NO ORDER PREVENTING CONSUMMATION; ILLEGALITY. No Order issued by
any Governmental Authority (as hereinafter defined) or other Law preventing the
consummation of the transactions contemplated herein shall be in effect, nor
shall any proceeding brought by a Governmental Authority seeking any of the
foregoing be pending.

         7.2 LITIGATION. There shall be no Action pending against Contrarian or
Miller Industries, its properties or any of its respective officers or
directors, arising out of, or in any way connected with the Exchange or the
other transactions contemplated by the terms of this Agreement.

         7.3 NYSE LISTING. The shares of Miller Common Stock to be issued
hereunder shall have been approved for listing on the NYSE.

         7.4 REGISTRATION RIGHTS AGREEMENT. The parties shall have entered into
and delivered executed counterparts to each other of a Registration Rights
Agreement mutually acceptable to the parties.

         7.5 AMENDMENT TO NOTE CREDIT AGREEMENT. Miller Industries, Contrarian
and Harbourside Investments, LLLP shall have entered into and delivered executed
counterparts to each other of an amendment to the Note Credit Agreement in the
form attached hereto as EXHIBIT A (the "CREDIT AGREEMENT AMENDMENT").

                                       7


         SECTION 8. ADDITIONAL CONDITIONS TO OBLIGATIONS OF CONTRARIAN. In
addition to the general closing conditions set forth in SECTION 7, the
obligations of Contrarian to consummate the transactions contemplated hereby
shall be subject to the following additional conditions:

         8.1 COMPLIANCE WITH COVENANTS. Miller Industries shall have performed
or complied with all agreements and covenants required to be performed by it
under this Agreement at or prior to the Closing Date in all material respects
and all representations and warranties of Miller Industries set forth in this
Agreement shall be true and correct in all material respects.

         8.2 OPINION. Contrarian shall have received an opinion from counsel of
Miller Industries, in form and substance reasonably acceptable to Contrarian and
its counsel, dated the Closing Date, covering the matters set forth in SECTIONS
5.1, 5.2, 5.3 and 5.4, including due authorization and delivery,
noncontravention and enforceability.

         SECTION 9. TERMINATION.

         9.1 TERMINATION. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned:

                  (a) at any time, by mutual written consent of Miller
         Industries and Contrarian; or

                  (b) by Miller Industries or Contrarian, at any time after
         January 31, 2004, if the Closing shall not have occurred on or prior to
         such date; PROVIDED, HOWEVER, that the right to terminate this
         Agreement under this SECTION 9.1(B) shall not be available to any party
         whose failure to fulfill any obligation under this Agreement has been
         the primary cause of, or resulted in, the failure of the Closing to
         have occurred on or before such date.

         9.2 EFFECT OF TERMINATION. Upon termination of this Agreement pursuant
to SECTION 9.1, this Agreement shall become void and there shall be no liability
on the part of Contrarian or Miller Industries, except as otherwise provided in
this Agreement. Notwithstanding the foregoing, nothing contained herein shall
relieve any party from liability for any willful breach of any covenant or
agreement in this Agreement or for the incorrectness of any representation or
warranty set forth in this Agreement.

         SECTION 10. RIGHT TO RESCIND EXCHANGE AND WARRANT CONVERSION.

         The parties acknowledge that Miller Industries intends to submit a
proposal to its shareholders seeking approval of the exchange of Subordinated
Debt and conversion of Warrants owned by Harbourside Investments, LLLP, which
exchanges will be on terms identical (except as provided in the Credit Agreement
Amendment) to the Exchange and Warrant Conversion contemplated herein (the
"HARBOURSIDE EXCHANGE PROPOSAL"). If the Harbourside Exchange Proposal is not
approved by the shareholders of Miller Industries at a properly called meeting,
then Contrarian shall have the right until 5 p.m., eastern time, on the fifth
(5th) business day after such failure to approve is made known to it, to
surrender to Miller Industries all (but not less than all) of the Miller Common
Stock received in the Exchange and Warrant Conversion, which Miller Industries
shall be obligated to accept, in exchange for Miller Industries issuing to

                                       8


Contrarian (x) an amended promissory note or notes in the form of the
Replacement Note under and as defined in the Note Credit Agreement in an
aggregate principal amount equal to the original Notes exchanged at the Closing
pursuant to SECTION 1(A) hereunder less any principal payments made after the
Closing (which amended Note shall preserve the holder's right to accrued but
unpaid interest) and (y) a warrant or warrants to purchase 103,644 shares of
Miller Common Stock on terms identical in all respects to the Warrants
surrendered at the Closing. Upon receipt of the stock certificates representing
the Miller Common Stock received in the Exchange and the Warrant Conversion,
Miller Industries shall promptly issue and deliver to Contrarian the note and
warrants described herein and the transactions consummated and deliveries made
at the Closing shall be void ab initio, and this Agreement shall immediately
terminate as if terminated by Contrarian pursuant to SECTION 9.1(B).
Notwithstanding anything to the contrary in this section, the right of
Contrarian to surrender the Miller Common Stock under this SECTION 10 shall not
be available to Contrarian if it (a) does not deliver the stock certificates
representing the Miller Common Stock within the five (5) business day period
specified above or (b) has pledged, assigned, or otherwise encumbered or
transferred any or all of the shares of Miller Common Stock that it received in
the Exchange or Warrant Conversion, which pledge remains in effect.

         SECTION 11. MISCELLANEOUS.

         11.1 PAYMENT OF EXPENSES. Except as otherwise specifically set forth
below in this SECTION 11.1, each party hereto shall pay its own fees and
expenses incident to preparing for, entering into, and carrying out this
Agreement, the Exchange and any other transactions contemplated hereby.
Notwithstanding the foregoing, Miller Industries shall pay on demand all fees
and expenses of Contrarian (including reasonable legal fees, consultant fees,
search fees, filing fees, documentation fees and travel expenses) incurred by
Contrarian in connection with the origination, structuring and negotiation of
the Tranche A Notes and the Tranche B Subordinated Secured Notes to be issued to
Harbourside Investments, LLLP and the transactions contemplated thereby, whether
or not the transaction closes, subject to a cap of $50,000.

         11.2 PUBLICITY AND REPORTS. Contrarian shall not issue any press
release or otherwise make any public statement or make any other public (or
non-confidential) disclosure (regardless of whether it is in response to an
inquiry) regarding the terms of this Agreement, the Exchange or the transactions
contemplated hereby, except as required by Law. The parties hereto acknowledge
that Miller Industries is a publicly traded company and, as such, will be
entitled to make such public statements or disclosures as it reasonably believes
to be required by applicable Law, including the rules of the NYSE.

         11.3 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, in whole or in part, by
operation of law or otherwise by either party hereto without the prior written
consent of the other party hereto, except that Contrarian may assign this
Agreement in connection with an assignment of the Notes to a third party as long
as the assignment provisions of the Notes are complied with (or properly waived)
in connection with such assignment.

         11.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be


                                       9


performed in the State of New York, without regard to any laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

         11.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by telecopy), all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.

         11.6 AMENDMENT. Except as is otherwise required by applicable Law, this
Agreement may be amended by the parties hereto at any time only by execution of
an instrument in writing signed on behalf of each of the parties hereto.

         11.7 PARTIES IN INTEREST. No provisions of this Agreement are intended,
nor shall be interpreted, to provide or create any third party beneficiary
rights or any other rights of any kind in any client, customer, affiliate,
partner of any party hereto or any other Person unless specifically provided
otherwise herein.

         11.8 NOTICES. Any notice or communication required or permitted
hereunder shall be in writing, shall be effective when received, and shall in
any event be deemed to have been received (a) when delivered, if delivered
personally or by commercial delivery service, (b) one (1) business day after the
business day of deposit with FedEx or similar overnight courier for next day
delivery (or two (2) business days after such deposit if deposited for second
business day delivery), if delivered by such means, or (c) one (1) business day
after delivery by facsimile transmission with copy by U.S. Mail, if sent via
facsimile plus mail copy (with acknowledgment of complete transmission), to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

         If to Miller Industries, addressed to:

                           Miller Industries, Inc.
                           8503 Hilltop Drive
                           Ooltewah, Tennessee 37363
                           Attention:  A. Russell Chandler, III, Chairman
                                       of the Special Committee
                           Telephone:  (770) 988-9891
                           Facsimile No.: (404) 847-0552

         with a copy (which shall not constitute notice) to:

                           Kilpatrick Stockton LLP
                           1100 Peachtree Street
                           Suite 2800
                           Atlanta, Georgia 30309
                           Attention:  David A. Stockton, Esq.
                           Telephone No.: (404) 815-6444
                           Facsimile No.:  (404) 541-3402

                                       10


         with a copy (which shall not constitute notice) to:

                           Nelson Mullins Riley & Scarborough, LLP
                           999 Peachtree Street, Suite 1400
                           1201 Peachtree Street
                           Atlanta, GA  30309
                           Attention:  Robert D. Pannell, Esq.
                           Telephone No.: (404) 817-6177
                           Facsimile No.:  (404) 817-6219

         If to Contrarian, addressed to:

                           Contrarian Funds, LLC
                           411 West Putnam Avenue
                           Suite 225
                           Greenwich, CT  06830
                           Attention:  Scott G. Kasen
                           Telephone:  (203) 862-8200
                           Facsimile No.: (203) 629-1977

         with a copy (which shall not constitute notice) to:

                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Attention:  Monica C. Lord, Esq.
                           Telephone No.: (212) 715-9348
                           Facsimile No.: (212) 715-8348

         11.9 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, including the Miller
Industries, Inc. Binding Restructuring Agreement executed by Miller Industries,
Contrarian and Harbourside Investments, LLLP on December 24, 2003, among the
parties with respect to the subject matter hereof and is not intended to confer
upon any other person any rights or remedies hereunder.

         11.10 HEADINGS. The section headings and subheadings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

         11.11 SEVERABILITY. If any provision of this Agreement is held or
declared by a court of competent jurisdiction to be illegal, invalid or
unenforceable under any present or future Law, and if the rights or obligations
of any party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom and
(d) in lieu of such illegal, invalid or unenforceable provision, there will


                                       11


be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.

         11.12 CERTAIN DEFINITIONS. Capitalized terms that are not defined in
other Sections of this Agreement shall have the following meanings:

                  "GOVERNMENTAL APPROVALS" shall mean any notices, reports,
         declarations or other filings to be made, or any Permits to be obtained
         from, any Governmental Authority;

                  "GOVERNMENTAL AUTHORITY" shall mean any supranational,
         national, federal, state, municipal, local or foreign government, any
         court, tribunal, arbitrator, administrative agency, commission or other
         governmental official, authority or instrumentality, in each case
         whether domestic or foreign, any stock exchange or similar
         self-regulatory organization or any quasi-governmental or private body
         exercising any regulatory, taxing or other governmental or
         quasi-governmental authority;

                  "LAW" shall mean all laws, statutes, constitutions and
         ordinances, and all regulations, rules and other pronouncements issued,
         enacted, adopted, promulgated, implemented or otherwise put into effect
         by or under the authority of any Governmental Authority having the
         effect of law of the United States, any foreign country, or any
         domestic or foreign state, province, commonwealth, city, country,
         municipality, territory, protectorate, possession or similar
         instrumentality, or any Governmental Authority thereof;

                  "LIEN" shall mean any pledge, lien, collateral assignment,
         security interest, deed of trust, mortgage, title retention device,
         collateral assignment, claim, license or other contractual restriction
         (including any restriction on the transfer of any asset, the receipt of
         income derived from any asset or on the possession, exercise or
         transfer of any other attribute of ownership of any asset), conditional
         sale or other security arrangement, or any charge, adverse claim of
         title, ownership or right to use or any other encumbrance of any kind
         whatsoever;

                  "ORDER" shall mean any order, writ, judgment, decree,
         injunction, ruling, directive or other requirement of any Governmental
         Authority (in each case, whether preliminary or final); and

                  "PERSON" shall mean any individual, a general or limited
         partnership, a corporation, a trust, a joint venture, an unincorporated
         organization, a limited liability entity, any other entity and any
         Governmental Authority.

                        [SIGNATURES FOLLOW ON NEXT PAGE]






                                       12




         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date and year first above written.



                                           MILLER INDUSTRIES:

                                           MILLER INDUSTRIES, INC.


                                           By: /s/ William G. Miller
                                              ------------------------
                                           Name:  William G. Miller
                                           Title:  Chairman and Co-Chief
                                                      Executive Officer


                                           CONTRARIAN:

                                           CONTRARIAN FUNDS, LLC


                                           By: /s/ Jon R. Bauer
                                              ----------------------------------
                                           Name:  Jon R. Bauer
                                                --------------------------------
                                           Title: Managing Member
                                                 -------------------------------



                                       13




                                    EXHIBIT A
      AMENDMENT TO NOTE CREDIT AGREEMENT (INCLUDING FORM OF TRANCHE A NOTE)







                                       14

EX-10.8

Exhibit 10.8

                               EXCHANGE AGREEMENT

                                 BY AND BETWEEN


                            MILLER INDUSTRIES, INC.,


                                       AND


                          HARBOURSIDE INVESTMENTS, LLLP


                          Dated as of January 14, 2004






                               EXCHANGE AGREEMENT


         THIS EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of
January 14, 2004, by and between MILLER INDUSTRIES, INC., a Tennessee
corporation ("MILLER INDUSTRIES"), and HARBOURSIDE INVESTMENTS, LLLP, a Georgia
limited liability limited partnership ("HARBOURSIDE"). Capitalized terms used
herein but not otherwise located in the text of this Agreement are defined in
SECTION 10.12.

                              W I T N E S S E T H:

         WHEREAS, Harbourside owns $6,133,166.73 principal amount of the
outstanding subordinated debt of Miller Industries (the "SUBORDINATED DEBT")
under that certain Amended and Restated Credit Agreement, dated July 23, 2001,
as amended (the "NOTE CREDIT AGREEMENT"), by and among Miller Industries, Miller
Industries Towing Equipment, Inc., a Delaware corporation, and Bank of America,
N.A., in its capacity as a Lender, and other financial institutions which may be
Lenders from time to time, which Subordinated Debt is evidenced by certain
promissory notes issued by Miller Industries (the "NOTES");

         WHEREAS, in relation to the Subordinated Debt, Harbourside also owns
82,384 of the warrants issued by Miller Industries (the "WARRANTS") pursuant to
that certain Warrant Agreement, dated July 23, 2001, by and among Miller
Industries, Bank of America, N.A., SunTrust Bank, Wachovia Bank, N.A. and
AmSouth Bank (the "WARRANT AGREEMENT");

         WHEREAS, Harbourside has agreed that as of January 14, 2004, on the
terms and subject to the conditions set forth in this Agreement, it will (i)
exchange the portion of the Subordinated Debt that is over and above
$4,293,216.71, representing 70% of the aggregate principal amount of the
Subordinated Debt (the "BASE AMOUNT"), for shares of common stock of Miller
Industries, par value $.01 per share ("MILLER COMMON STOCK") (the "EXCHANGE"),
and (ii) convert the Warrants, on the terms and conditions set forth herein (the
"WARRANT CONVERSION") for shares of Miller Common Stock;

         WHEREAS, Harbourside has also agreed that as of January 14, 2004, it
will exchange its Notes (the "NOTE AMENDMENT") for a new Tranche B Subordinated
Secured Note in a principal amount equal to the Base Amount of the Notes and in
the form attached hereto in EXHIBIT A (the TRANCHE B NOTE");

         WHEREAS, because some of the partners in Harbourside are "insiders" of
Miller Industries (the "INSIDERS") within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, the Board of Directors of Miller
Industries (the "Board") has established a special committee (the "SPECIAL
COMMITTEE") of three non-employee directors to consider and evaluate the
fairness to Miller Industries and its shareholders of the Exchange;

         WHEREAS, the Special Committee has carefully reviewed and negotiated
the terms of this Agreement and has unanimously recommended that the Board
approve and authorize this Agreement and the transactions contemplated hereby,
which recommendation was based in part upon the opinion of Morgan Keegan &
Company, Inc. (the "FINANCIAL ADVISOR"), financial





advisor to the Special Committee, that, as of the date of such opinion, the
terms of the Exchange are fair, from a financial point of view, to the
shareholders of Miller Industries other than the Insiders;

         WHEREAS, the Board has approved this Agreement and the transactions
contemplated hereby (with the board members that are partners of Harbourside
abstaining from such vote), which approval was based on the recommendation of
the Special Committee;

         WHEREAS, with respect to the Exchange, the Board (with the board
members that are partners of Harbourside abstaining from such vote) has
determined that the Exchange is fair to and in the best interests of Miller
Industries and its shareholders and has unanimously resolved to recommend that
the Exchange be approved by the shareholders of Miller Industries at a special
meeting as provided herein;

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements herein contained and other good and valuable
consideration, the parties hereby agree as follows:

SECTION 1. EXCHANGE OF PORTION OF SUBORDINATED DEBT FOR SHARES OF MILLER COMMON
           STOCK AND ISSUANCE OF TRANCHE B NOTE.

         Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date (as hereinafter defined) or as soon thereafter as
is possible following the Miller Shareholder Approval (as hereinafter defined),

         (a) Miller Industries shall deliver irrevocable instructions to
SunTrust Bank, as transfer agent of the Miller Common Stock (the "TRANSFER
AGENT"), to issue and deliver to Harbourside a number of shares of Miller Common
Stock equal to the Note Stock Amount and the Warrant Stock Amount (each as
hereinafter defined); and

         (b) Upon receipt of evidence reasonably satisfactory to it of the
issuance of the instructions referred to in SECTION 1(B), Harbourside shall
deliver to Miller Industries all of the Notes owned by it (subject to SECTION
4.3) and Miller Industries shall deliver to Harbourside a Tranche B Note in the
principal amount equal to the Base Amount.

         SECTION 2. NOTE STOCK AMOUNT.

         2.1 NOTE STOCK AMOUNT. The "NOTE STOCK AMOUNT" shall be determined as
follows:

         (a) If the Exchange Price (as defined below) is not greater than $7.00
(the "CAP") and not less than $5.00 (the "Floor"), the Note Stock Amount shall
be equal to the sum of the Aggregate Conversion Amount (as defined below)
divided by the Exchange Price. The "EXCHANGE PRICE" shall mean the average
closing price per share of Miller Common Stock on the New York Stock Exchange
("NYSE") for each trading day in the calendar fourth quarter of 2003. The
"AGGREGATE CONVERSION AMOUNT" means the sum of the total obligations due under
the Subordinated Debt, being principal, accrued interest and accrued commitment
fees (together with accrued interest thereon), in each case to and including the
Closing Date, MINUS the Base Amount. The parties agree that, as of the date of
this Agreement, the Aggregate Conversion


                                       2


Amount would be $3,158,761.90, consisting of $6,133,166.73 of principal,
$450,325.67 of accrued interest, and $813,857.61 of accrued fees and $54,628.61
interest thereon, MINUS the Base Amount of $4,293,216.71. The parties agree that
the Exchange Price is $5.75640625.

         (b) If the Exchange Price is less than $5.00, the Note Stock Amount
shall be equal to the sum of the Aggregate Conversion Amount divided by $5.00.

         (c) If the Exchange Price is greater than $7.00, the Note Stock Amount
shall be equal to the sum of the Aggregate Conversion Amount divided by $7.00.

         2.2 CALCULATION EXAMPLES. The following represent illustrative examples
of the calculations set forth in SECTION 2.1 based on a hypothetical Aggregate
Conversion Amount of $3,158,761.90 (assuming $7,451,978.61 in total outstanding
obligations under the Subordinated Debt, MINUS the Base Amount of
$4,293,216.71):

         EXAMPLE OF SECTION 2.1(A): IF THE EXCHANGE PRICE EQUALS $5.50, THEN THE
         NOTE STOCK AMOUNT WOULD EQUAL 574,320 SHARES OF MILLER COMMON STOCK
         ($3,158,761.90 DIVIDED BY $5.50).

         EXAMPLE OF SECTION 2.1(B): IF THE EXCHANGE PRICE EQUALS $4.00, THEN THE
         NOTE STOCK AMOUNT WOULD EQUAL 631,752 SHARES OF MILLER COMMON STOCK
         ($3,158,761.90 DIVIDED BY THE FLOOR PRICE OF $5.00).

         EXAMPLE OF SECTION 2.1(C): IF THE EXCHANGE PRICE EQUALS $8.00, THEN THE
         NOTE STOCK AMOUNT WOULD EQUAL 451,251 SHARES OF MILLER COMMON STOCK
         ($3,158,761.90 DIVIDED BY THE CAP PRICE OF $7.00).

         2.3 CONVERSION OF WARRANTS. On the Closing Date, the Warrants shall be
cancelled and converted into the right of Harbourside to receive the Warrant
Stock Amount. The "WARRANT STOCK AMOUNT" shall mean shares of Miller Common
Stock equal to (i) the Exchange Price MINUS the exercise price of each of the
Warrants, (ii) MULTIPLIED by the total number of Warrants at each such exercise
price, and (iii) DIVIDED by the Exchange Price.

         For example, if the Exchange Price is $5.50, the exercise price of the
Warrants is $1.00 per share and there are 82,384 Warrants, the Warrant Stock
Amount would equal 67,405 shares of Miller Common Stock (($5.50 - $1.00) X
82,384/$5.50).

         2.4 FRACTIONAL SHARES. No fraction of a share of Miller Common Stock
will be issued under this SECTION 2, but in lieu thereof Harbourside shall
receive an amount of cash equal to such fraction multiplied by the Exchange
Price.

         SECTION 3. CONSUMMATION OF THE TRANSACTIONS; CLOSING DATE.

         The consummation of the Exchange and the Warrant Conversion
contemplated herein (the "CLOSING") shall take place at the offices of
Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800 Atlanta, Georgia, on
or as soon as possible after January 14, 2004 (the "CLOSING DATE"); PROVIDED,
HOWEVER, THAT, (i) the Closing shall not occur until the conditions to closing
set forth in SECTIONS 7 and 8 shall have been satisfied or waived by the party
or parties entitled to


                                       3


the benefit thereof, and (ii) if the Miller Shareholder Approval (as hereinafter
defined) has not occurred, then the Exchange and Warrant Conversion shall not
occur until the condition set forth in SECTION 7.6 has been satisfied.

         SECTION 4. REPRESENTATIONS AND WARRANTIES OF HARBOURSIDE.

         Harbourside represents and warrants to Miller Industries that:

         4.1 AUTHORITY. It has all necessary limited liability limited
partnership power and authority to execute and deliver this Agreement, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby.

         4.2 BINDING AGREEMENT; NO VIOLATION. This Agreement has been, and will
be as of the Closing Date, duly executed and delivered by Harbourside and
constitutes the legal, valid and binding obligation of Harbourside, enforceable
against it in accordance with the respective terms hereof. The execution and
delivery of this Agreement by Harbourside, and the consummation of the
transactions contemplated by this Agreement, will not violate any of the
organizational documents of Harbourside or result in a Conflict (as hereinafter
defined) with the provisions of any material Law or Order to which Harbourside
is a party or is bound.

         4.3 TITLE TO SUBORDINATED DEBT. All of the Notes owned by Harbourside
are held by Harbourside, free and clear of any Liens. Upon the parties' receipt
of all of the Closing deliverables set forth in SECTION 1, the obligations of
Miller Industries with respect to the portion of the Notes constituting the
Aggregate Conversion Amount will be extinguished, and all obligations under the
remaining Notes will be replaced with the obligations under the Tranche B Note.

         4.4 INVESTMENT REPRESENTATION. (a) The shares of Miller Common Stock
are being acquired for Harbourside's own account, for investment and not with a
view to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the United States Securities Act of 1933, as
amended (the "SECURITIES ACT"), which is in violation of the Securities Act.

                  (b) Harbourside is an accredited investor and (i) has such
         knowledge, sophistication and experience in business and financial
         matters that it is capable of evaluating the merits and risks of its
         investment in the shares of Miller Common Stock, and (ii) can bear the
         economic risk of an investment in such shares and can afford a complete
         loss of such investment.

                  (c) Harbourside has received or has had full access to all of
         the information it considers necessary or appropriate to make an
         informed investment decision with respect to the shares of Miller
         Common Stock to be acquired by it under this Agreement. Harbourside
         further has had an opportunity to obtain additional information (to the
         extent Miller Industries possesses such information or could acquire it
         without unreasonable effort or expense) necessary to verify any
         information furnished to Harbourside or to which it had access.

                                       4


         SECTION 5. REPRESENTATIONS AND WARRANTIES OF MILLER INDUSTRIES.

         Miller Industries represents and warrants to Harbourside that:

         5.1 CORPORATE ORGANIZATION. Miller Industries is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Tennessee and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.

         5.2 CAPITAL STOCK. The shares of Miller Common Stock to be issued
hereunder have been and will at the Closing be duly authorized and validly
issued. All of the shares of Miller Common Stock to be issued hereunder will at
the Closing be fully paid and nonassessable. Upon delivery of the shares of
Miller Common Stock to Harbourside by the Transfer Agent as provided in SECTION
1, Harbourside will acquire good and valid title to the shares of Miller Common
Stock, free and clear of any Liens.

         5.3 CORPORATE POWER AND AUTHORITY; BINDING AGREEMENT.

                  (a) Miller Industries has all necessary corporate power and
         authority to execute and deliver this Agreement and a Registration
         Rights Agreement (as hereinafter defined), to perform its obligations
         hereunder and thereunder, subject to obtaining the approval of the
         Exchange and the Warrant Conversion by the holders of a majority of the
         qualified shares of Miller Common Stock at the Shareholders' Meeting
         (as defined below) (the "MILLER SHAREHOLDER APPROVAL"), to consummate
         the Exchange, the Warrant Conversion, the Note Amendment and the other
         transactions contemplated by this Agreement. The execution, delivery
         and performance by Miller Industries of this Agreement and the other
         transactions contemplated by this Agreement, have been duly authorized
         by all necessary corporate action (including, without limitation, the
         approval of the Board) and no other corporate proceedings on the part
         of Miller Industries are necessary to authorize this Agreement, a
         Registration Rights Agreement or to consummate the Exchange, the
         Warrant Conversion, the Note Amendment or any other transactions
         contemplated by this Agreement (other than obtaining the Miller
         Shareholder Approval with respect to the Exchange).

                  (b) This Agreement has been duly executed and delivered by
         Miller Industries and constitutes the legal, valid and binding
         obligation of Miller Industries, enforceable against Miller Industries
         in accordance with its terms.

         5.4 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated by this Agreement conflict
with, or will result in any violation or breach of or event of default under
(any such event, a "CONFLICT"), any provision of (i) the Charter, as amended, or
the Bylaws, as amended, of Miller Industries, (ii) any Law or Order, in each
case, applicable to Miller Industries or its respective properties or assets or
(iii) whether or not with notice or lapse of time, or both, any agreement,
indenture or instrument to which Miller Industries is a party or by which its
assets are bound.

         5.5 OPINION OF FINANCIAL ADVISOR. Prior to the date hereof, the
Financial Advisor has delivered to the Board its oral opinion that, as of such
date and subject to customary


                                       5


assumptions, qualifications and limitations, the terms of the Exchange are fair,
from a financial point of view, to the shareholders of Miller Industries other
than the Insiders.

         5.6 SOLVENCY. Miller Industries is, and after consummation of the
transactions contemplated by this Agreement will be, Solvent. "SOLVENT" as used
herein, means that Miller Industries is able to realize upon its assets and pay
its debts and other liabilities, contingent obligations and other commitments as
they mature in the normal course of business, (ii) Miller Industries does not
intend to, and does not believe that it will, incur such debts or liabilities
beyond Miller Industries' ability to pay as such debts and liabilities mature in
their ordinary course, (iii) Miller Industries is not engaged in a business or a
transaction and is not about to engage in a business or a transaction, for which
Miller Industries' property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
Miller Industries is engaged or is to engage, (iv) the fair value of the
property of Miller Industries is greater than the total amount of liabilities,
including without limitation, contingent liabilities, of Miller Industries and
(v) the present fair salable value of the assets of Miller Industries is not
less than the amount that will be required to pay the probable liability of
Miller Industries on its debts as they become absolute and matured. In computing
the amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, 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.

         5.7 DISCLOSURE. Miller Industries hereby represents that all documents
filed by it with the Securities and Exchange Commission ("SEC") have contained
all material information required to be disclosed therein, and have not
contained any misstatements of a material fact or omitted to state any material
fact necessary to make the statements set forth therein not misleading.

         5.8 INDEBTEDNESS OUTSTANDING. Miller Industries issued $14,000,000.00
principal amount of notes under the Note Credit Agreement and, as of the date of
this Agreement, the outstanding principal amount of such is $13,849,086.18. True
and correct copies of the Note Credit Agreement and the Warrant Agreement have
been provided to Harbourside and such agreements have not been amended or
modified and remain in full force and effect. The exercise price and the number
of Warrant shares for which a Warrant is exercisable has not been adjusted
pursuant to the terms of the Warrant Agreement or otherwise.

         SECTION 6. ADDITIONAL COVENANTS AND AGREEMENTS.

         6.1 SHAREHOLDERS' MEETING. Subject to the fiduciary duties of the
Board, applicable Law and the other provisions of this Agreement, Miller
Industries shall, in accordance with applicable Law, its Charter and its Bylaws,
duly call, give notice of, convene, and hold a special meeting of its
shareholders as soon as reasonably practicable for the purpose of obtaining the
Miller Shareholder Approval (the "SHAREHOLDERS' MEETING").

         6.2 FURTHER ASSURANCES. Each party hereto, at the request of the other
party hereto, shall execute and deliver such other instruments of transfer,
conveyance, assignment or other documents and do and perform such other acts and
things as may be necessary or desirable for effecting completely and promptly
the consummation of the Exchange, the Warrant Conversion


                                       6


and the transactions contemplated hereby, including providing any documentation
requested by any third party lender; PROVIDED, HOWEVER, that nothing in this
SECTION 6.2 shall be construed to obligate any party to waive any of the closing
conditions set forth in SECTIONS 7 or 8 or to obligate Harbourside to incur any
expense or assume any obligation other than as otherwise provided in this
Agreement.

         6.3 REGISTRATION RIGHTS. The parties shall proceed to negotiate a
registration rights agreement with respect to the shares of Miller Common Stock
to be issued hereunder (a "REGISTRATION RIGHTS AGREEMENT") that is mutually
satisfactory to the parties.

         6.4 NOTE REPURCHASES, ETC. Miller Industries agrees that it will not
repurchase, directly or indirectly, any notes issued under the Note Credit
Agreement or any warrants issued under the Warrant Agreement other than on terms
substantially identical to those set forth in this Agreement, without the prior
written consent of Harbourside.

         6.5 INDEMNITY. (a) Miller Industries shall indemnify, defend, and hold
Harbourside and its affiliates and their respective officers, directors, agents,
partners, members, affiliates and employees (collectively, "INDEMNITEES")
harmless from and against any liability, claim, cost, loss, judgment, damage or
expense (including reasonable attorneys' fees and expenses) that Indemnitees
incur or suffer as a result of, or arising out of (i) breach of any of Miller
Industries' representations, warranties, covenants or agreements in this
Agreement, (ii) any third party claim arising out of the actions or inactions of
Miller Industries in connection with this Agreement or the transactions
contemplated hereby or (iii) any payments, setoffs or recoupments suffered by
Harbourside as a result of Miller Industries not being Solvent as of the
Closing. This SECTION 6.5 is a continuing obligation, separate and independent
from the other obligations of the parties to this Agreement and survives
termination of this Agreement and it is not necessary for an Indemnitee to incur
expense or make payment before enforcing a right of indemnity conferred by this
Agreement.

         (b) With respect to any claim by a third party as to which Harbourside
is entitled to indemnification under SECTION 6.5(A)(II), Miller Industries shall
have the right to assume control of the defense of such claim at its own
expense, and Harbourside shall cooperate fully with Miller Industries in the
defense of such claim at the expense of Miller Industries. If Miller Industries
elects to assume control of the defense of any third-party claim, Harbourside
shall have the right to participate in the defense of such claim and retain
separate co-counsel at its own expense.

         6.6 NYSE LISTING. Miller Industries shall use its best efforts to have
the shares of Miller Common Stock to be issued to Harbourside hereunder be
approved for listing on the NYSE.

         SECTION 7. CONDITIONS TO OBLIGATIONS OF EACH PARTY.

         The respective obligations of each party hereto to consummate the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Closing of each of the following conditions, any of which may be
waived, in writing, by agreement of all the parties hereto (it being understood
that each such condition is solely for the benefit of the parties hereto

                                       7


and may be waived in writing by their mutual agreement without notice,
liability, or obligation to any Person):

         7.1 NO ORDER PREVENTING CONSUMMATION; ILLEGALITY. No Order issued by
any Governmental Authority (as hereinafter defined) or other Law preventing the
consummation of the transactions contemplated herein shall be in effect, nor
shall any proceeding brought by a Governmental Authority seeking any of the
foregoing be pending.

         7.2 APPROVAL AND RECOMMENDATION. Neither the Special Committee nor the
Board shall have withdrawn its approval or recommendation to the Miller
Industries shareholders of this Agreement, the Exchange and the other
transactions contemplated hereby; PROVIDED, HOWEVER, that any such withdrawal
shall have been made in good faith based on a determination that such withdrawal
is in the best interest of Miller Industries and its shareholders and is
consistent with the fiduciary duties of the Miller Industries Board.

         7.3 LITIGATION. There shall be no Action pending against Harbourside or
Miller Industries, its properties or any of its respective officers or
directors, arising out of, or in any way connected with the Exchange or the
other transactions contemplated by the terms of this Agreement.

         7.4 NYSE LISTING. The shares of Miller Common Stock to be issued
hereunder shall have been approved for listing on the NYSE.

         7.5 REGISTRATION RIGHTS AGREEMENT. The parties shall have entered into
and delivered executed counterparts to each other of a Registration Rights
Agreement mutually acceptable to the parties.

         7.6 SHAREHOLDER APPROVAL. With respect to the Exchange and the Warrant
Conversion, the Miller Shareholder Approval shall have been obtained at the
Shareholders' Meeting.

         7.7 AMENDMENT TO NOTE CREDIT AGREEMENT. Miller Industries, Contrarian
Funds, LLC and Harbourside shall have entered into and delivered executed
counterparts to each other of an amendment to the Note Credit Agreement in the
form attached hereto as Exhibit A (the "CREDIT AGREEMENT AMENDMENT").

         SECTION 8. ADDITIONAL CONDITIONS TO OBLIGATIONS OF HARBOURSIDE. In
addition to the general closing conditions set forth in SECTION 7, the
obligations of Harbourside to consummate the transactions contemplated hereby
shall be subject to the following additional conditions:

         8.1 COMPLIANCE WITH COVENANTS. Miller Industries shall have performed
or complied with all agreements and covenants required to be performed by it
under this Agreement at or prior to the Closing Date in all material respects
and all representations and warranties of Miller Industries set forth in this
Agreement shall be true and correct in all material respects.

         8.2 OPINION. Harbourside shall have received an opinion from counsel of
Miller Industries, in form and substance reasonably acceptable to Harbourside
and its counsel, dated the

                                       8


Closing Date, covering the matters set forth in SECTIONS 5.1, 5.2, 5.3 and 5.4,
including due authorization and delivery, noncontravention and enforceability.

         SECTION 9. TERMINATION.

         9.1 TERMINATION. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned:


                  (a) at any time, by mutual written consent of Miller
         Industries and Harbourside; or

                  (b) by Miller Industries or Harbourside, at any time after
         March 1, 2004, if the Closing shall not have occurred on or prior to
         such date; PROVIDED, HOWEVER, that the right to terminate this
         Agreement under this SECTION 9.1(B) shall not be available to any party
         whose failure to fulfill any obligation under this Agreement has been
         the primary cause of, or resulted in, the failure of the Closing to
         have occurred on or before such date.

         9.2 EFFECT OF TERMINATION. Upon termination of this Agreement pursuant
to SECTION 9.1, this Agreement shall become void and there shall be no liability
on the part of Harbourside or Miller Industries, except as otherwise provided in
this Agreement. Notwithstanding the foregoing, nothing contained herein shall
relieve any party from liability for any willful breach of any covenant or
agreement in this Agreement or for the incorrectness of any representation or
warranty set forth in this Agreement.

         SECTION 10. MISCELLANEOUS.

         10.1 PAYMENT OF EXPENSES. Except as otherwise specifically set forth
below in this SECTION 10.1, each party hereto shall pay its own fees and
expenses incident to preparing for, entering into, and carrying out this
Agreement, the Exchange and any other transactions contemplated hereby.

         10.2 PUBLICITY AND REPORTS. Harbourside shall not issue any press
release or otherwise make any public statement or make any other public (or
non-confidential) disclosure (regardless of whether it is in response to an
inquiry) regarding the terms of this Agreement, the Exchange or the transactions
contemplated hereby, except as required by Law. The parties hereto acknowledge
that Miller Industries is a publicly traded company and, as such, will be
entitled to make such public statements or disclosures as it reasonably believes
to be required by applicable Law, including the rules of the NYSE.

         10.3 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, in whole or in part, by
operation of law or otherwise by either party hereto without the prior written
consent of the other party hereto, except that Harbourside may assign this
Agreement in connection with an assignment of the Notes to a third party as long
as the assignment provisions of the Notes are complied with (or properly waived)
in connection with such assignment.

         10.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be

                                       9


performed in the State of New York, without regard to any laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

         10.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by telecopy), all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.

         10.6 AMENDMENT. Except as is otherwise required by applicable Law, this
Agreement may be amended by the parties hereto at any time only by execution of
an instrument in writing signed on behalf of each of the parties hereto.

         10.7 PARTIES IN INTEREST. No provisions of this Agreement are intended,
nor shall be interpreted, to provide or create any third party beneficiary
rights or any other rights of any kind in any client, customer, affiliate,
partner of any party hereto or any other Person unless specifically provided
otherwise herein.

         10.8 NOTICES. Any notice or communication required or permitted
hereunder shall be in writing, shall be effective when received, and shall in
any event be deemed to have been received (a) when delivered, if delivered
personally or by commercial delivery service, (b) one (1) business day after the
business day of deposit with FedEx or similar overnight courier for next day
delivery (or two (2) business days after such deposit if deposited for second
business day delivery), if delivered by such means, or (c) one (1) business day
after delivery by facsimile transmission with copy by U.S. Mail, if sent via
facsimile plus mail copy (with acknowledgment of complete transmission), to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

         If to Miller Industries, addressed to:

                           Miller Industries, Inc.
                           8503 Hilltop Drive
                           Ooltewah, Tennessee 37363
                           Attention:  A. Russell Chandler, III,
                                       Chairman of the Special Committee
                           Telephone:  (770) 988-9891
                           Facsimile No.: (404) 847-0552

         with a copy (which shall not constitute notice) to:

                           Kilpatrick Stockton LLP
                           1100 Peachtree Street
                           Suite 2800
                           Atlanta, Georgia 30309
                           Attention:  David A. Stockton, Esq.
                           Telephone No.: (404) 815-6444
                           Facsimile No.:  (404) 541-3402

                                       10



         with a copy (which shall not constitute notice) to:

                           Nelson Mullins Riley & Scarborough, LLP
                           999 Peachtree Street, Suite 1400
                           1201 Peachtree Street
                           Atlanta, GA  30309
                           Attention:  Robert D. Pannell, Esq.
                           Telephone No.: (404) 817-6177
                           Facsimile No.:  (404) 817-6219

         If to Harbourside, addressed to:

                           Harbourside Investments, LLLP
                           5025 Harrington Road
                           Alpharetta, Georgia 30022
                           Attention:  William G. Miller, General Partner
                           Telephone:  (678) 762-4739
                           Facsimile No.: (678) 762-9868

         10.9 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, including the Miller
Industries, Inc. Binding Restructuring Agreement executed by Miller Industries,
Contrarian Funds, LLC and Harbourside on December 24, 2003, among the parties
with respect to the subject matter hereof and is not intended to confer upon any
other person any rights or remedies hereunder.

         10.10 HEADINGS. The section headings and subheadings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

         10.11 SEVERABILITY. If any provision of this Agreement is held or
declared by a court of competent jurisdiction to be illegal, invalid or
unenforceable under any present or future Law, and if the rights or obligations
of any party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom and
(d) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.

         10.12 CERTAIN DEFINITIONS. Capitalized terms that are not defined in
other Sections of this Agreement shall have the following meanings:

                  "GOVERNMENTAL APPROVALS" shall mean any notices, reports,
         declarations or other filings to be made, or any Permits to be obtained
         from, any Governmental Authority;

                                       11


                  "GOVERNMENTAL AUTHORITY" shall mean any supranational,
         national, federal, state, municipal, local or foreign government, any
         court, tribunal, arbitrator, administrative agency, commission or other
         governmental official, authority or instrumentality, in each case
         whether domestic or foreign, any stock exchange or similar
         self-regulatory organization or any quasi-governmental or private body
         exercising any regulatory, taxing or other governmental or
         quasi-governmental authority;

                  "LAW" shall mean all laws, statutes, constitutions and
         ordinances, and all regulations, rules and other pronouncements issued,
         enacted, adopted, promulgated, implemented or otherwise put into effect
         by or under the authority of any Governmental Authority having the
         effect of law of the United States, any foreign country, or any
         domestic or foreign state, province, commonwealth, city, country,
         municipality, territory, protectorate, possession or similar
         instrumentality, or any Governmental Authority thereof;

                  "LIEN" shall mean any pledge, lien, collateral assignment,
         security interest, deed of trust, mortgage, title retention device,
         collateral assignment, claim, license or other contractual restriction
         (including any restriction on the transfer of any asset, the receipt of
         income derived from any asset or on the possession, exercise or
         transfer of any other attribute of ownership of any asset), conditional
         sale or other security arrangement, or any charge, adverse claim of
         title, ownership or right to use or any other encumbrance of any kind
         whatsoever;

                  "ORDER" shall mean any order, writ, judgment, decree,
         injunction, ruling, directive or other requirement of any Governmental
         Authority (in each case, whether preliminary or final); and

                  "PERSON" shall mean any individual, a general or limited
         partnership, a corporation, a trust, a joint venture, an unincorporated
         organization, a limited liability entity, any other entity and any
         Governmental Authority.

                        [SIGNATURES FOLLOW ON NEXT PAGE]


                                       12




         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date and year first above written.



                                               MILLER INDUSTRIES:

                                               MILLER INDUSTRIES, INC.


                                               By:  /s/ A. Russell Chandler
                                                  --------------------------
                                               Name: A. Russell Chandler
                                                    ------------------------
                                               Title: Chairman, Special
                                                      Committee of the
                                                      Board of Directors



                                               HARBOURSIDE:

                                               HARBOURSIDE INVESTMENTS, LLLP


                                               By: /s/ William G. Miller
                                                 -------------------------
                                                 Name: William G. Miller
                                                 Title: General Partner



                                       13




                                    EXHIBIT A

      AMENDMENT TO NOTE CREDIT AGREEMENT (INCLUDING FORM OF TRANCHE B NOTE)






















                                       14

EX-10.9

Exhibit 10.9

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into on January 20, 2004, by and among MILLER INDUSTRIES, INC., a
Tennessee corporation (the "COMPANY"), CONTRARIAN FUNDS, LLC, a Delaware limited
liability company ("CONTRARIAN") and HARBOURSIDE INVESTMENTS, LLLP, a Georgia
limited liability limited partnership ("HARBOURSIDE").

         WHEREAS, Contrarian is purchasing from the Company 734,151 shares of
the Company's Common Stock, par value $.01 per share (the "COMMON STOCK"),
pursuant to the Exchange Agreement, dated as of even date herewith, by and
between the Company and Contrarian (the "CONTRARIAN EXCHANGE AGREEMENT");

         WHEREAS, Harbourside is purchasing from the Company 583,556 shares of
the Company's Common Stock pursuant to the Exchange Agreement, dated as of even
date herewith, by and between the Company and Harbourside (the "HARBOURSIDE
EXCHANGE Agreement" and together with the Contrarian Exchange Agreement, the
"EXCHANGE AGREEMENTS");

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
legally to be bound, hereby agree as follows.

         Section 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:

         "ADDITIONAL SECURITIES" shall have the meaning set forth in Section
3(d) hereof.

         "AGREEMENT" shall have the meaning set forth in the preamble hereof.

         "BASE REGISTRATION" shall have the meaning set forth in SECTION 3(A)
hereof.

         "BASE REGISTRATION STATEMENT" shall have the meaning set forth in
SECTION 3(B) hereof.

         "BASE REGISTRATION PERIOD" shall have the meaning set forth in SECTION
3(B) hereof.

         "BUSINESS DAY" means any day other than a Legal Holiday.

         "COMMON STOCK" shall have the meaning set forth in the preamble hereto.

         "COMPANY" shall have the meaning set forth in the preamble hereto.

         "CONTRARIAN EXCHANGE AGREEMENT" shall have the meaning set forth in the
preamble hereto.

         "EXCHANGE ACT" shall have the meaning set forth in SECTION 8(A) hereof.


         "EXCHANGE AGREEMENTS" shall have the meaning set forth in the preamble
hereof.

         "EXCHANGE PRICE" shall mean the highest sale or bid price of the Common
Stock from the date that is sixty (60) days following the date hereof, through
the date on which the Base Registration Statement becomes effective.

         "GOVERNMENTAL AUTHORITY" shall mean any supranational, national,
federal, state, municipal, local or foreign government, any court, tribunal,
arbitrator, administrative agency, commission or other governmental official,
authority or instrumentality, in each case whether domestic or foreign, any
stock exchange or similar self-regulatory organization or any quasi-governmental
or private body exercising any regulatory, taxing or other governmental or
quasi-governmental authority.

         "HARBOURSIDE EXCHANGE AGREEMENT" shall have the meaning set forth in
the preamble hereof.

         "INDEMNIFIABLE COSTS AND EXPENSES" shall have the meaning set forth in
SECTION 8(A) hereof.

         "LAW" shall mean all laws, statutes, constitutions and ordinances, and
all regulations, rules and other pronouncements issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Authority having the effect of law of the United States, any
foreign country, or any domestic or foreign state, province, commonwealth, city,
country, municipality, territory, protectorate, possession or similar
instrumentality, or any Governmental Authority thereof;

         "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "OTHER HOLDERS" shall have the meaning set forth in SECTION 3(C)
hereof.

         "PERSON" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

         "PIK SECURITIES" shall have the meaning set forth in the definition of
Registrable Securities.

         "PRELIMINARY PROSPECTUS" shall mean a preliminary prospectus included
in a Registration Statement or filed with the SEC pursuant to Rule 424(a)
promulgated under the Securities Act.

         "PROSPECTUS" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by such Registration Statement and



                                       2


by all other amendments and supplements to the prospectus, including
post-effective amendments, and all material incorporated by reference in such
Prospectus.

         "REGISTRABLE SECURITIES" shall mean (i) the Common Stock issued to
Contrarian and Harbourside pursuant to the Exchange Agreements and (ii) all
securities (the "PIK SECURITIES") issued or issuable by way of dividend, stock
split or other distribution with respect to any Registrable Securities.

         "REGISTRATION EXPENSES" shall have the meaning set forth in SECTION 7
hereof.

         "REGISTRATION STATEMENT" shall mean any registration statement that is
filed with the SEC under the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus included therein, all amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.

         "REQUESTING HOLDER" shall have the meaning set forth in SECTION 4
hereof.

         "RESTRICTED SECURITIES" shall have the meaning set forth in SECTION 2
hereof.

         "RULE 144" shall mean Rule 144 promulgated under the Securities Act, as
amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.

         "SEC" shall mean the United States Securities and Exchange Commission,
or any other federal agency at the time administering the Securities Act.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended (or
any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.

         "SECURITYHOLDERS" shall mean Contrarian, Harbourside and any Person to
whom the rights under this Agreement are assigned pursuant to SECTION 18 hereof.

         "SELLING SECURITYHOLDER" shall mean any Securityholder whose
Registrable Securities are included in a Registration Statement.

         "TRIGGER EVENT" shall have the meaning set forth in SECTION 3(D)
hereof.

         "UNDERWRITTEN OFFERING" shall mean a registered offering in which
securities of the Company are sold to an underwriter pursuant to a firm
commitment underwriting agreement for reoffering to the public.

         Section 2. SECURITIES SUBJECT TO THIS AGREEMENT. The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Restricted Security. A Registrable Security that has
ceased to be a Restricted Security cannot thereafter become a Registrable
Security. As used herein, a "RESTRICTED SECURITY" is a Registrable Security
which has


                                       3


not been effectively registered under the Securities Act and distributed in
accordance with an effective Registration Statement and which has not become
eligible to be sold in reliance on Rule 144(k).

         Section 3. IMMEDIATE REGISTRATION.

         (a) FILING. The Company shall promptly, but in no event later than
sixty (60) days following the date hereof (time being of the essence), file a
Registration Statement on Form S-1 (or, if Form S-1 is not then available to the
Company, on such appropriate form of registration statement, if any, as is then
available to the Company to effect a registration for resale of securities of
the Company covering all of the Registrable Securities) (the "BASE
REGISTRATION"). Such Registration Statement shall also cover, to the extent
allowable under the Securities Act, such indeterminate number of additional
shares of Common Stock resulting from stock splits, stock dividends or similar
transactions.

         (b) EFFECTIVENESS OF REGISTRATION STATEMENT. The Company shall use its
best efforts to (i) cause the Registration Statement relating to the Base
Registration (the "BASE REGISTRATION STATEMENT") to become effective as promptly
as practicable after the Base Registration Statement is filed with the SEC, and
(ii) thereafter keep the Base Registration Statement effective continuously for
the period (the "BASE REGISTRATION PERIOD") ending on the earlier of (A) the
date on which all Registrable Securities become eligible to be sold in reliance
on Rule 144(k) and (B) the date on which all Registrable Securities covered by
the Base Registration Statement have been sold and the distribution contemplated
thereby has been completed.

         (c) INCLUSION OF OTHER SECURITIES. The Company may not include any
other securities, whether for its own account or for the account of other
holders of the Company's securities ("OTHER HOLDERS"), in the Base Registration
pursuant to this SECTION 3.

         (d) ADDITIONAL REGISTRABLE SECURITIES. If, after filing or
effectiveness of the Base Registration Statement, the Company issues any PIK
Securities (such issuance, a "TRIGGER EVENT") occurs then the Company shall
prepare and file with the SEC one or more Registration Statements on Form S-1
(or, if Form S-1 is not then available to the Company, on such appropriate form
of registration statement, if any, as is then available to the Company) to
effect a registration for resale of all such PIK Securities (the "ADDITIONAL
SECURITIES"). Such Registration Statement also shall cover, to the extent
allowable under the Securities Act, such indeterminate number of additional
shares of Common Stock or PIK Securities resulting from stock splits, stock
dividends or similar transactions with respect to the Additional Securities. A
Registration Statement covering the Additional Securities shall be filed by the
Company with the SEC within ninety (90) days after the occurrence of the Trigger
Event. The Company shall use its best efforts to cause the Registration
Statement to be filed pursuant to this SECTION 3(D) and to be declared effective
by the SEC as promptly as practicable. The Company shall keep the Registration
Statement filed pursuant to this SECTION 3(D) effective continuously during the
Base Registration Period, and such Registration Statement shall be deemed an
Base Registration for all purposes of this Agreement. The provisions of this
SECTION 3(D) shall apply to successive Trigger Events.

                                       4


         (e) FAILURE TO COMPLY. If any Registration Statement under this SECTION
3 is not filed within the time periods set forth in any provision of SECTION
3(A) or SECTION 3(D) hereof, as the case may be, the Company shall pay, in cash,
to each such Securityholder, or its designee, an amount equal to the lesser of
(i) the difference between the highest closing market price for the Common Stock
during the period after the Registration Statement was required to have been
filed and through the time that it is actually filed, LESS the Exchange Price,
multiplied by the number of Registrable Securities then owned, and (ii) the
product of (x) a number of shares of Common Stock equal to ten percent (10%) of
the number of Registrable Securities then held by such Securityholder,
multiplied by (y) the Exchange Price. The Company shall pay the applicable cash
amount to such Securityholder within five (5) days of the Securityholder's
giving notice to the Company of the Securityholder's election to receive such
cash payment.

         Section 4. PIGGYBACK REGISTRATIONS. If the Company at any time proposes
to file a registration statement (other than a registration on Form S-4 or Form
S-8 or any successor forms thereto) with respect to securities, whether for its
own account or for the account of any Other Holder or Other Holders that have
requested such registration (a "REQUESTING HOLDER"), the Company shall, in each
case, give written notice of such proposed filing to the Securityholders at
least twenty (20) days before the anticipated filing date of any such
registration statement by the Company, and such notice shall offer to the
Securityholders the opportunity to have any or all of the Registrable Securities
held by the Securityholders included in such registration statement. If any
Securityholder desires to have its Registrable Securities registered under this
SECTION 4, it shall so advise the Company in writing within ten (10) days after
the date of receipt of such notice (which request shall set forth the type and
amount of Registrable Securities for which registration is requested), and the
Company shall use its commercially reasonable efforts to include in such
registration statement all such Registrable Securities so requested to be
included therein. Anything to the contrary in this Agreement notwithstanding,
the Company may withdraw or postpone a registration statement referred to in
this SECTION 4 at any time before it becomes effective or withdraw, postpone or
terminate the offering after it becomes effective without any liability or
obligation to any Securityholder.

         Section 5. REGISTRATION PROCEDURES.

         (a) GENERAL. In connection with the Company's registration obligations
pursuant to SECTION 3 and SECTION 4 hereof, the Company will:

                  (i) prepare and file with the SEC a new Registration Statement
         or such amendments and post-effective amendments to an existing
         Registration Statement as may be necessary to keep such Registration
         Statement effective for the time periods set forth in SECTION 3(B) and
         SECTION 3(D) hereof; PROVIDED, that as soon as practicable, but in no
         event later than five (5) Business Days before filing such Registration
         Statement, the Company shall furnish to the Selling Securityholder(s)
         copies of all such documents proposed to be filed, which documents
         shall be subject to the review of the Selling Securityholder(s) and
         their counsel;

                  (ii) notify the Selling Securityholder(s) promptly (A) when a
         new Registration Statement, Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any new
         Registration Statement or post-



                                       5


         effective amendment, when it has become effective, (B) of any request
         by the SEC for amendments or supplements to any Registration Statement
         or Prospectus or for additional information, (C) of the issuance by the
         SEC of any comments with respect to any filing (and to reply thereto as
         promptly as reasonably practicable), (D) of any stop order suspending
         the effectiveness of any Registration Statement or the initiation of
         any proceedings for that purpose (and use commercially reasonable
         efforts to obtain the withdrawal of such order), (E) of any suspension
         of the qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, or (F) if there is any misstatement or omission of any
         material fact in any Registration Statement, Prospectus or any document
         incorporated therein by reference or if any event occurs which requires
         the making of any changes in any Registration Statement, Prospectus or
         any document incorporated therein by reference in order to make the
         statements therein (in the case of any Prospectus, in the light of the
         circumstances under which they were made) not misleading;

                  (iii) if reasonably requested by a Selling Securityholder,
         promptly incorporate in a Prospectus supplement or post-effective
         amendment such information with respect to such Selling Securityholder
         and its proposed plan of distribution as such Selling Securityholder
         reasonably requests be included therein, and promptly make all required
         filings of such Prospectus supplement or post-effective amendment;

                  (iv) furnish to each Selling Securityholder, without charge,
         as many conformed copies as may reasonably be requested of the then
         effective Registration Statement and any post-effective amendments
         thereto, including financial statements and schedules, all documents
         incorporated therein by reference and all exhibits (including those
         incorporated by reference);

                  (v) deliver to each Selling Securityholder, without charge, as
         many copies as may reasonably be requested of the then effective
         Prospectus (including each prospectus subject to completion) and any
         amendments or supplements thereto;

                  (vi) use commercially reasonable efforts to register or
         qualify, or cooperate with the Selling Securityholder(s) in connection
         with the registration or qualification of, such Registrable Securities
         for offer and sale under the securities or blue sky laws of such
         jurisdictions as such Selling Securityholder(s) reasonably requests;
         PROVIDED, HOWEVER, that the Company will not be required to (A) qualify
         to do business in any jurisdiction where it would not otherwise be
         required to qualify, but for this paragraph (vi), (B) subject itself to
         general taxation in any such jurisdiction or (C) file a general consent
         to service of process in any such jurisdiction;

                  (vii) cooperate with the Selling Securityholder(s) to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Securities to be sold and not bearing any
         restrictive legends; enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         or Selling Securityholders may request at least two (2) Business Days
         prior to any sale of Registrable Securities to the underwriters; and
         take such actions as the Selling Securityholders or managing
         underwriters may reasonably request to fulfill requirements



                                       6


         of the Depositary Trust Company or Cede & Co. for the holding of the
         Registrable Securities by any such entity;

                  (viii) otherwise use its commercially reasonable efforts to
         comply in all material respects with all applicable rules and
         regulations of the SEC relating to such registration and the
         distribution of the securities being offered and make generally
         available to its securities holders an earnings statement satisfying
         the provisions of Section 11(a) of the Securities Act;

                  (ix) cooperate and assist in any filings required to be made
         with the National Association of Securities Dealers, Inc. and any stock
         exchanges on which the Registrable Securities are then listed; and

                  (x) upon reasonable notice and during normal business hours,
         provide reasonable access to the Company's personnel and auditors for
         the purpose of permitting the Selling Securityholders and their counsel
         to conduct due diligence in connection with any such Registration
         Statement.

         (b) CESSATION OF SALES. Each Selling Securityholder agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in SECTION 5(A)(II) hereof, such Selling Securityholder will forthwith
discontinue disposition of Registrable Securities pursuant to the then current
Prospectus until (i) such Selling Securityholder is advised in writing by the
Company that a new Registration Statement covering the offer of Registrable
Securities has become effective under the Securities Act, (ii) such Selling
Securityholder receives copies of any required supplemented or amended
Prospectus, or (iii) such Selling Securityholder is advised in writing by the
Company that the use of the Prospectus may be resumed; PROVIDED, HOWEVER, that
the Company shall use its best efforts to cure any such misstatement, omission
or event that is applicable to the Registration Statement as soon as reasonably
practicable after delivery of such notice pursuant to clause (F) of SECTION
5(A)(II) hereof. Such periods of discontinued use of the Registration Statement
shall not exceed 90 days in any single instance and shall not exceed a total of
180 days in any calendar year. If so directed by the Company, on the happening
of such event, each Selling Securityholder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Selling Securityholder's possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.

         Section 6. LIMITATION ON REGISTRATION RIGHTS. Anything to the contrary
contained in this Agreement notwithstanding, when in the written opinion of
counsel for the Company registration of all Registrable Securities owned by a
Securityholder is not required by the Securities Act and other applicable
securities laws in connection with a proposed sale of such Registrable
Securities, such Securityholder shall have no rights pursuant to SECTION 4
hereof to request Registrable Securities be included in a Registration Statement
in connection with such proposed sale and the Company shall promptly provide to
the transfer agent and such Securityholder's broker in connection with any sale
transaction a written opinion addressed to such Securityholder and the transfer
agent to the effect set forth above, reasonably sufficient in form and substance
to permit the transfer agent to issue certificates for such Registrable
Securities without any legend restricting transfer thereof.

                                       7


         Section 7. REGISTRATION EXPENSES. All reasonable out-of-pocket expenses
incident to the Company's performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and
expenses in connection with compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications or registrations (or the obtaining of exemptions therefrom)
of the Registrable Securities), printing expenses (including expenses of
printing Prospectuses), messenger and delivery expenses, fees and disbursements
of the Company's counsel and their independent certified public accountants,
Securities Act liability insurance (if the Company elects to obtain such
insurance), fees and expenses of any special experts retained by the Company in
connection with any registration hereunder, all fees and expenses of other
Persons retained by the Company in connection with the registration of the
Registrable Securities pursuant hereto (all such expenses being referred to as
"REGISTRATION EXPENSES"), shall be borne 50% by Harbourside and Contrarian in
proportion to their ownership of Registrable Securities, up to a maximum of
$50,000, and 50% by the Company and, to the extent such Registration Expenses
are in excess of $100,000, they shall be borne by the Company; PROVIDED, that
Registration Expenses shall not include any underwriting discounts, commissions,
brokerage or other similar fees attributable to the sale of the Registrable
Securities, which shall be borne entirely by the Selling Securityholders.

         Section 8. INDEMNIFICATION.

         (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, but without duplication,
each Selling Securityholder and its officers, directors, stockholders,
employees, advisors and agents, and each Person who controls (within the meaning
of the Securities Act) a Selling Securityholder, against all losses, claims,
damages, liabilities, costs and expenses (including reasonable costs of
investigation and reasonable legal fees and expenses) ("INDEMNIFIABLE COSTS AND
EXPENSES") resulting from (i) any untrue statement (or alleged untrue statement)
of a material fact in, or any omission (or alleged omission) of a material fact
required to be stated in, any Registration Statement or Prospectus or necessary
to make the statements therein (including any such statements or omissions
incorporated by reference therein) (in the case of a Prospectus, in light of the
circumstances under which they were made) not misleading, except insofar as the
same are made in reliance upon or in conformity with any information furnished
in writing to the Company by such Selling Securityholder expressly for use
therein, or (ii) any violation or alleged violation by the Company of the
Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in connection with
the offering covered by such Registration Statement. The Company shall not be
required to indemnify any party pursuant to this SECTION 8(A) with respect to
any loss, claim, damage, liability, cost or expense resulting from an untrue or
alleged untrue statement or omission or alleged omission of a material fact in a
Preliminary Prospectus to the extent that (i) a court of competent jurisdiction
has found by final and nonappealable order that any such loss, claim, damage,
liability, cost or expense of such party results from the fact that such party
sold Registrable Securities to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus as
then amended or supplemented (excluding documents incorporated by reference);
(ii) if such party failed to make efforts generally consistent with the then
prevailing industry practice to effect such delivery; and (iii) (A) such

                                       8


delivery to such person is required by Section 5 of the Act, (B) the Company has
furnished copies of such Prospectus as amended or supplemented to such party a
reasonable period of time prior to the party being required so to deliver such
Prospectus as amended or supplemented and (C) such Prospectus as amended or
supplemented corrected the untrue or alleged untrue statement or omission or
alleged omission of material fact contained in the Preliminary Prospectus. The
Company will also indemnify underwriters participating in the distribution,
their officers, directors, employees, partners and agents, and each Person who
controls such underwriters (within the meaning of the Securities Act), to the
same extent as provided above with respect to the indemnification of the Selling
Securityholder(s), if so requested.

         (b) INDEMNIFICATION BY THE SELLING STOCKHOLDER(S). In connection with
any Registration Statement, each Selling Securityholder will furnish to the
Company in writing such information as the Company reasonably requests as
required under the Securities Act for use in connection with the preparation of
any such Registration Statement or Prospectus and agrees to indemnify and hold
harmless, to the full extent permitted by law, but without duplication, the
Company, its officers, directors, stockholders, employees, advisors and agents,
and each Person who controls (within the meaning of the Securities Act) the
Company, against all Indemnifiable Costs and Expenses resulting from (i) any
untrue statement of a material fact in, or any omission of a material fact
required to be stated in, the Registration Statement or Prospectus or necessary
to make the statements therein (in the case of a Prospectus in light of the
circumstances under which they were made) not misleading to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission is
made in reliance upon or in conformity with any information so furnished in
writing by such Selling Securityholder to the Company expressly for use in such
Registration Statement or Prospectus, or (ii) any violation or alleged violation
by such Selling Securityholder of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the
offering covered by such Registration Statement. No Selling Securityholder shall
be required to provide indemnification under this SECTION 8(B) in excess of an
amount equal to the net proceeds to such Securityholder from the disposition of
the Registrable Securities disposed of by such Securityholder pursuant to such
Registration Statement.

         (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification (PROVIDED, HOWEVER,
that any delay or failure to give such notice shall not relieve the indemnifying
party of its obligations under this SECTION 8 except to the extent that the
defense of such claim by the indemnifying party is actually materially and
adversely prejudiced as a result thereof), and (ii) permit such indemnifying
party to assume the defense of such claim with counsel of such indemnifying
party's choice; PROVIDED, HOWEVER, that any Person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in
(but not control) the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such indemnified Person unless the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to the indemnified party in a timely
manner; PROVIDED, FURTHER, HOWEVER, that if the indemnified party is advised by
its counsel that (i) there is a conflict of interest between the indemnifying
party and the indemnified party with respect to such claim, or (ii) the
indemnified party has defenses to such claim that are different from or in
addition to those



                                       9


available to the indemnifying party, then the indemnified party may assume the
defense of such claim with counsel of its choice that is reasonably satisfactory
to the indemnifying party. The indemnifying party will not be subject to any
liability for any settlement made without the indemnifying party's consent. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party. An indemnifying party who is not
entitled to, or elects not to, assume the defense of the claim will not be
obligated to pay the fees and expenses of more than one counsel (except one (1)
local counsel if required in a specific instance) for all parties indemnified by
such indemnifying party with respect to such claim, which fees and expenses
shall be paid as they are incurred.

         (d) CONTRIBUTION. If for any reason the indemnification provided for in
SECTION 8(A) or SECTION 8(B) hereof is unavailable to an indemnified party or is
insufficient to hold it harmless as contemplated by SECTION 8(A) or SECTION 8(B)
hereof, respectively, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim,
damage, liability or expense in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnifying party but also the
relative fault of the indemnifying party and the indemnified party, as well as
any other relevant equitable considerations. The relative fault 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 the indemnifying party or
parties on the one hand, or the indemnified party or parties on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. No Selling
Securityholder shall be required to provide contribution under this SECTION 8(D)
in excess of an amount equal to the net proceeds to such Securityholder from the
disposition of the Registrable Securities disposed of by such Securityholder
pursuant to such Registration Statement. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentations.

         (e) CONFLICT WITH UNDERWRITING AGREEMENT. Notwithstanding the
foregoing, to the extent that the indemnification and contribution provisions
contained in any underwriting agreement entered into in connection with any
Underwritten Offering conflict with the foregoing, the provisions of such
underwriting agreement shall control.

         Section 9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. (a)
Securityholders holding a majority in interest of the Registrable Securities may
request that the Base Registration provide for an Underwritten Offering. Upon
such request, the Company shall select one or more managing underwriters for
such offering which shall be reasonably satisfactory to the Securityholders and
shall enter into a customary underwriting agreement and other documents with
such managing underwriter(s) with respect to such Underwritten Offering.

                                       10


         (b) No Securityholder may participate in any Underwritten Offering
hereunder unless it (i) agrees to sell the Registrable Securities included
therein on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, custodial arrangements and other documents required under the terms
of such underwriting arrangements. Nothing in this SECTION 9 shall be construed
to create any additional rights regarding the registration of Registrable
Securities in any Person otherwise than as set forth herein.

         Section 10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Securityholders that:

         (a) The Company has all necessary corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and, to
consummate the transactions contemplated by this Agreement. The execution,
delivery and performance by the Company of this Agreement and the transactions
contemplated by this Agreement, have been duly authorized by all necessary
corporate action (including, without limitation, the approval of the Company's
board of directors) and no other corporate proceedings on the part of the
Company are necessary to authorize this Agreement or to register the Registrable
Securities as contemplated herein.

         (b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

         (c) Any Additional Securities to be issued hereunder have been and will
be (i) duly authorized, validly issued, fully paid and non assessable, (ii) free
from preemptive and any other similar rights, and (iii) free from any taxes,
liens, charges or security interest with respect thereto.

         (d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement conflict with,
or will result in any violation or breach of or event of default under any
provision of (i) the Articles of Incorporation, as amended, or the Bylaws, as
amended, of the Company or (ii) any Law or order, in each case, applicable to
the Company or its respective properties or assets or (iii) whether or not with
notice or lapse of time, or both any agreement indenture or instrument to which
the Company is a party or by which its assets are bound.

         (e) Except as pursuant to this Agreement, the Company has not granted
any registration rights to any Person.

         (f) The Company has reserved, and shall at all times hereafter reserve
and keep available for issuance, such number of its duly authorized but unissued
shares of Common Stock as will be sufficient to permit the issuance of the
Additional Shares, and will cause appropriate evidence of ownership of such to
be delivered to the Securityholders upon their request for delivery of such.

                                       11


         Section 11. CERTAIN COVENANTS BY THE COMPANY.

         (a) Upon request by any Securityholder, the Company will inform such
Securityholder whether it is in current compliance with its most recent periodic
filing obligations under the Exchange Act and has been in compliance with such
filing obligations for the past 12 months.

         (b) Upon obtaining an opinion to the Company from counsel to a
Securityholder that is reasonably satisfactory in form and substance to the
Company to the effect that the Securityholder's Registrable Securities are no
longer subject to restrictions on resale under the Securities Act, the Company
will instruct its transfer agent to issue to such Securityholder a certificate
representing such Registrable Securities without any legend affixed thereto, and
such Registrable Securities shall no longer be Restricted Securities.

         (c) From and after the date of this Agreement, the Company shall not,
without the prior written consent of a majority in interest of the
Securityholders, enter into any agreement with any holder or prospective holder
of any securities of the Company which would allow such holder or prospective
holder to (i) require any registration by the Company of any of the Company's
securities, (ii) participate in any registration of Registrable Securities by
the Company or any Securityholder, or (iii) receive any registration rights
which are superior or PARI PASSU to the rights granted to Contrarian and
Harbourside hereunder.

         Section 12. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this SECTION 12, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless such amendment, modification, waiver or consent is in
writing and duly executed by the Company and a majority in interest of the
Securityholders, which majority shall include Contrarian and Harbourside. Any
such amendment, modification, supplement or consent that is agreed to by a
majority in interest of the Securityholders (including Contrarian and
Harbourside) shall be binding on all other Securityholders and the successors
and assigns of all Securityholders. No waiver of any provision of this Agreement
shall constitute a waiver of any other provision of this Agreement and no waiver
on one occasion shall constitute a waiver on any future occasion with respect to
the same or any other provision of this Agreement.

         Section 13. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:

         (a) If to Contrarian, initially at Contrarian Funds, LLC, 411 West
Putnam Avenue, Suite 225, Greenwich, CT 06830, Attention: Scott G. Kasen,
Telephone No.: (203) 862-8200, Facsimile No.: (203) 629-1977, and thereafter at
such other address as may be designated from time to time by notice given in
accordance with the provisions of this SECTION 13, with copy to Kramer Levin
Naftalis & Frankel LLP, 919 Third Avenue, New York, New York 10022, Attention:
Monica C. Lord, Esq., Telephone No.: (212) 715-9348, Facsimile No.: (212)
715-8348.

                                       12


         (b) If to Harbourside, initially at Harbourside Investments, LLLP, 5025
Harrington Road, Alpharetta, Georgia 30022, attention: William G. Miller,
General Partner, Telephone: (678) 762-4739, Facsimile No.: (678) 762-9868, and
thereafter at such other address as may be designated from time to time by
notice given in accordance with the provisions of this SECTION 13, with copy to
________________________.

         (c) If to a Securityholder other than Contrarian or Harbourside, at the
most current address given by such Securityholder to the Company, in accordance
with the provisions of this SECTION 13.

         (d) If to the Company, initially at Miller Industries, Inc., 8503
Hilltop Drive, Ooltewah, Tennessee 37363, attention: A. Russell Chandler, III,
Chairman of the Special Committee, Telephone: (404) 843-9220, Facsimile No.:
(404) 847-0552, and thereafter at such other address as may be designated from
time to time by notice given in accordance with the provisions of this SECTION
13, with a copy to Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800,
Atlanta, Georgia 30309, Attention: David A. Stockton, Esq., Telephone No.: (404)
815-6444, Facsimile No.: (404) 541-3402.

         (e) All such notices and other communications shall be deemed to have
been delivered and received (i) in the case of personal delivery, facsimile,
telecopier or telegram, on the date of such delivery, (ii) in the case of air
courier, on the Business Day after the date when sent and (iii) in the case of
mailing, on the third (3rd) Business Day following such mailing.

         Section 14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by telecopy), all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.

         Section 15. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

         Section 16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York, without regard to
any laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

         Section 17. SEVERABILITY. If any provision of this Agreement is held or
declared by a court of competent jurisdiction to be illegal, invalid or
unenforceable under any present or future Law, and if the rights or obligations
of any party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom and
(d) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.

                                       13


         Section 18. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise expressly provided in
SECTION 8 hereof, this Agreement shall not confer any rights or remedies upon
any Person other than the parties hereto and their respective successors and
permitted assigns. The Company may not assign any of its rights or obligations
hereunder. A Securityholder may assign its rights under this Agreement to any
Person to whom it transfers Registrable Securities without any recourse by the
assignee against such Securityholder. Upon any such assignment, the assignee
shall be deemed to have agreed to, and shall, be bound by all of the terms and
provisions of this Agreement as if such assignee had executed and delivered this
Agreement on the date hereof.

         Section 19. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof and is not intended to
confer upon any other person any rights or remedies hereunder.

                            [SIGNATURE PAGE FOLLOWS]



                                       14



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                            MILLER INDUSTRIES, INC.


                                            By: /s/ A. Russell Chandler
                                               ---------------------------------
                                               Name: A. Russell Chandler
                                               Title: Chairman, Special
                                                      Committee of the
                                                      Board of Directors



                                            CONTRARIAN FUNDS, LLC


                                            By:  /s/ Jon R. Bauer
                                                --------------------------------
                                                Name: Jon R. Bauer
                                                Title: Managing Member


                                            HARBOURSIDE INVESTMENTS, LLLP


                                            By: /s/ William G. Miller
                                               ---------------------------------
                                               Name: William G. Miller
                                               Title: General Partner