8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 17, 2005

  MILLER INDUSTRIES, INC.

 (Exact Name of Registrant as Specified in Charter)

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

8503 Hilltop Drive, Suite 100, Ooltewah, Tennessee	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)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 17, 2005, Miller Industries, Inc., (the “Registrant”) entered into (a) a Credit Agreement (the “Senior Credit Agreement”) with Wachovia Bank, National Association for a $27.0 million senior secured credit facility (the “Senior Credit Facility”), and (b) an Amendment No. 5 to Amended and Restated Credit Agreement (the “Fifth Amendment”) with its subsidiary, Miller Industries Towing Equipment, Inc., as co-borrower, and William G. Miller, the Registrant’s Chairman and Co-Chief Executive Officer, as sole lender and successor lender agent, pursuant to which the Registrant’s existing junior credit facility (the “Junior Credit Facility”) was amended.

The Senior Credit Facility consists of a $20.0 million revolving credit facility (the “Revolver”), and a $7.0 million term loan (the “Term Loan”). In the absence of a default, all borrowings under the Revolver bear interest at the LIBOR Market Index Rate (as defined in the Senior Credit Agreement) plus a margin of between 1.75% to 2.50% per annum that is subject to adjustment from time to time based upon the Consolidated Leverage Ratio (as such term is defined in the Senior Credit Agreement), and the Term Loan bears interest at a 30-day adjusted LIBOR rate plus a margin of between 1.75% to 2.50% per annum that is subject to adjustment from time to time based upon the Consolidated Leverage Ratio (as such term is defined in the Senior Credit Agreement). The Revolver expires on June 15, 2008, and the Term Loan matures on June 15, 2010. The Senior Credit Facility contains customary representations and warranties, events of default and affirmative and negative covenants for secured facilities of this type.

The Fifth Amendment provides for a new term loan, made by William G. Miller as sole lender under the Junior Credit Facility, in the principal amount of approximately $5.7 million on June 17, 2005, resulting in a total outstanding principal amount of term loans under the Junior Credit Agreement of $10.0 million as of June 17, 2005. The Fifth Amendment also extends the maturity date of the Junior Credit Facility to September 17, 2008, and amends certain terms of the junior credit agreement to, among other things, make certain of the representations and warranties, covenants and events of default more consistent with the representations and warranties, covenants and events of default in the Senior Credit Agreement. In the absence of a default, all of the term loans outstanding under the Junior Credit Facility continue to bear interest at a rate of 9.0% per annum.

Proceeds from the Senior Credit Facility were used to repay The CIT Group/Business Credit, Inc. and Mr. Miller under the Registrant’s former senior credit facility. As a result, effective June 17, 2005, the Registrant’s former senior credit facility was satisfied and terminated, and Mr. Miller no longer holds any of the Registrant’s senior debt. These transactions were approved by the Registrant’s Audit Committee, as well as the disinterested members of the Registrant’s Board of Directors, with Mr. Miller abstaining.

The foregoing summary of the Senior Credit Facility and the Fifth Amendment is not complete and is qualified in its entirety by the terms and provisions of the Senior Credit Agreement and Fifth Amendment. Copies of these documents are included as exhibits to this Report, and are incorporated by reference into this Item 1.01.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The information set forth above in Item 1.01 is incorporated into this Item 1.02 by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

On June 20, 2005, the Registrant issued a press release (the “Release”) announcing the new senior credit facility and the amendment to its junior credit facility described in this Report. A copy of the Release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing references this Item 7.01 if this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)       Exhibits.

Exhibit No.	Description
10.1	Credit Agreement, dated June 17, 2005, among Wachovia Bank, NA and the Registrant
10.2	Term Note, dated June 17, 2005, among Wachovia Bank, NA and the Registrant
10.3	Revolving Note, dated June 17, 2005, among Wachovia Bank, NA and the Registrant
10.4	Intercreditor Agreement, dated June 17, 2005, among Wachovia Bank, NA, and William G. Miller
10.5	Security Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the Registrant
10.6	Subsidiary Security Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the subsidiaries of the Registrant named therein
10.7	Pledge Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the Registrant
10.8	Amendment No. 5 to Amended and Restated Credit Agreement, dated June 17, 2005, among the Registrant, Miller Industries Towing Equipment, Inc. and William G. Miller
10.9	Promissory Note, dated June 17, 2005, among the Registrant, Miller Industries Towing Equipment, Inc. and William G. Miller
99.1*	Press Release of Miller Industries, Inc. dated June 20, 2005

*     Furnished solely pursuant to Item 7.01 of this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities 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. (Registrant)
By:	/s/  J. Vincent Mish
	J. Vincent Mish Executive Vice President and Chief Financial Officer

 Date: June 21, 2005

EX-10.1

                                                                    EXHIBIT 10.1







================================================================================






                                CREDIT AGREEMENT

                            Dated as of June 17, 2005

                                  by and among

                            MILLER INDUSTRIES, INC.,
                                                     as Borrower

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                                     as Lender







================================================================================





                                TABLE OF CONTENTS

                                                                                              
Article I. Definitions...........................................................................1

         Section 1.1.  Definitions...............................................................1
         Section 1.2.  General; References to Times..............................................21

Article II. Credit Facility......................................................................22

         Section 2.1.  Revolving Credit Loans....................................................22
         Section 2.2.  Term Loan.................................................................22
         Section 2.3.  Letters of Credit.........................................................23
         Section 2.4.  Rates and Payment of Interest on Loans....................................25
         Section 2.5.  Repayment of Loans........................................................26
         Section 2.6.  Prepayments...............................................................26
         Section 2.7.  Continuation..............................................................27
         Section 2.8.  Notes.....................................................................27
         Section 2.9.  Amount Limitations........................................................27
         Section 2.10.  Voluntary Reductions of the Revolving Credit Commitment..................27

Article III. Payments, Fees and Other General Provisions.........................................28

         Section 3.1.  Payments..................................................................28
         Section 3.2.  Minimum Amounts...........................................................28
         Section 3.3.  Fees......................................................................28
         Section 3.4.  Computations..............................................................29
         Section 3.5.  Usury.....................................................................29
         Section 3.6.  Agreement Regarding Interest and Charges..................................29
         Section 3.7.  Statements of Account.....................................................30
         Section 3.8.  Taxes.....................................................................30

Article IV. Yield Protection, Etc................................................................31

         Section 4.1.  Additional Costs; Capital Adequacy........................................31
         Section 4.2.  Suspension of LIBOR Loans.................................................32
         Section 4.3.  Illegality................................................................32
         Section 4.4.  Compensation..............................................................33
         Section 4.5.  Treatment of Affected Loans...............................................33
         Section 4.6.  Change of Office..........................................................34
         Section 4.7.  Assumptions Concerning Funding of LIBOR Loans.............................34

Article V. Conditions Precedent..................................................................34

         Section 5.1.  Initial Conditions Precedent..............................................34
         Section 5.2.  Conditions Precedent to All Loans and Letters of Credit...................37

Article VI. Representations and Warranties.......................................................38

         Section 6.1.  Representations and Warranties............................................38
         Section 6.2.  Survival of Representations and Warranties, Etc...........................44


                                       A-i



                                                                                              
Article VII. Affirmative Covenants...............................................................44

         Section 7.1.  Preservation of Existence and Similar Matters.............................45
         Section 7.2.  Compliance with Applicable Law............................................45
         Section 7.3.  Maintenance of Property...................................................45
         Section 7.4.  Conduct of Business.......................................................45
         Section 7.5.  Insurance.................................................................45
         Section 7.6.  Payment of Taxes and Claims...............................................46
         Section 7.7.  Visits and Inspections....................................................47
         Section 7.8.  Use of Proceeds...........................................................47
         Section 7.9.  Environmental Matters.....................................................47
         Section 7.10.  Books and Records........................................................47
         Section 7.11.  Further Assurances.......................................................48
         Section 7.12.  New Subsidiaries/Guarantors..............................................48
         Section 7.13.  Foreign Subsidiary Documents.............................................48
         Section 7.14.  Depository Institution; Service Provider.................................48
         Section 7.15.  Limitation on Non-Material Subsidiaries..................................48

Article VIII. Information........................................................................49

         Section 8.1.  Quarterly Financial Statements............................................49
         Section 8.2.  Year-End Statements.......................................................49
         Section 8.3.  Compliance Certificate....................................................50
         Section 8.4.  Other Information.........................................................50

Article IX. Negative Covenants...................................................................52

         Section 9.1.  Financial Covenants.......................................................52
         Section 9.2.  Restricted Payments.......................................................53
         Section 9.3.  Indebtedness..............................................................54
         Section 9.4.  Investments...............................................................55
         Section 9.5.  Liens; Negative Pledges; Other Matters....................................56
         Section 9.6.  Merger, Consolidation, Sales of Assets and Other Arrangements.............56
         Section 9.7.  Fiscal Year; Accounting Changes...........................................57
         Section 9.8.  Modifications of Organizational Documents.................................57
         Section 9.9.  Guaranties................................................................57
         Section 9.10.  Changes Relating to Subordinated Indebtedness............................58
         Section 9.11.  Transactions with Affiliates.............................................58
         Section 9.12.  Speculative Transactions.................................................58
         Section 9.13.  ERISA Exemptions.........................................................58
         Section 9.14.  Sale and Leaseback Transactions..........................................58
         Section 9.15.  Material Contracts.......................................................59

Article X. Default...............................................................................59

         Section 10.1.  Events of Default........................................................59
         Section 10.2.  Remedies Upon Event of Default...........................................62
         Section 10.3.  Remedies Upon Default....................................................63
         Section 10.4.  Allocation of Proceeds...................................................63


                                      A-ii



                                                                                              
         Section 10.5.  Performance by Lender....................................................64
         Section 10.6.  Rights Cumulative........................................................64

Article XI. Miscellaneous........................................................................64

         Section 11.1.  Notices..................................................................64
         Section 11.2.  Expenses.................................................................65
         Section 11.3.  Setoff...................................................................66
         Section 11.4.  Litigation; Jurisdiction; Other Matters; Waivers.........................66
         Section 11.5.  Successors and Assigns...................................................67
         Section 11.6.  Amendments; Waivers......................................................68
         Section 11.7.  Nonliability of Lender...................................................68
         Section 11.8.  Confidentiality..........................................................68
         Section 11.9.  Indemnification..........................................................69
         Section 11.10.  Termination; Survival...................................................70
         Section 11.11.  Severability of Provisions..............................................71
         Section 11.12.  GOVERNING LAW...........................................................71
         Section 11.13.  Counterparts............................................................71
         Section 11.14.  Limitation of Liability.................................................71
         Section 11.15.  Entire Agreement........................................................71
         Section 11.16.  Construction............................................................71
         Section 11.17.  Patriot Act.............................................................72


SCHEDULE 6.1.(b)(i)        Ownership Structure
SCHEDULE 6.1.(b)(ii)       Discontinued Subsidiaries
SCHEDULE 6.1.(f)           Title to Properties; Liens
SCHEDULE 6.1.(g)           Existing Indebtedness
SCHEDULE 6.1.(h)           Litigation

EXHIBIT A                  Form of Notice of Borrowing
EXHIBIT B                  Form of Revolving Credit Note
EXHIBIT C                  Form of Term Note
EXHIBIT D                  Form of Opinion of Counsel to Borrower and Guarantors
EXHIBIT E                  Form of Compliance Certificate
EXHIBIT F                  Form of Security Agreement
EXHIBIT F-1                Form of Subsidiary Security Agreement
EXHIBIT G                  Form of Pledge Agreement
EXHIBIT H                  Form of Guaranty
EXHIBIT I                  Form of Intercreditor Agreement
EXHIBIT J                  Form of Pennsylvania Mortgage
EXHIBIT K                  Form of Tennessee Deed of Trust
EXHIBIT L                  Form of Environmental Indemnity


                                      A-iii


        THIS CREDIT AGREEMENT (this "Agreement") dated as of June 17, 2005 by
and between MILLER INDUSTRIES, INC., a corporation formed under the laws of the
State of Tennessee (the "Borrower"), and WACHOVIA BANK, NATIONAL ASSOCIATION
(the "Lender").

        WHEREAS, the Lender desires to make available to the Borrower a secured
credit facility in the initial aggregate amount of $27,000,000 on the terms and
conditions contained herein.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree as follows:

                             ARTICLE I. DEFINITIONS

SECTION 1.1. DEFINITIONS.

        In addition to terms defined elsewhere herein, the following terms shall
have the following meanings for the purposes of this Agreement:

        "ACCESSION AGREEMENT" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.

        "ADDITIONAL COSTS" has the meaning given that term in Section 4.1.

        "ADJUSTED LIBOR" means, with respect to each Interest Period for any
LIBOR Loan, the rate obtained by dividing (a) LIBOR for such Interest Period by
(b) a percentage equal to 1 MINUS the LIBOR Reserve.

        "AFFILIATE" means any Person (other than the Lender): (a) directly or
indirectly controlling, controlled by, or under common control with, the
Borrower; (b) directly or indirectly owning or holding 5.0% or more of any
Equity Interest in the Borrower; or (c) 5.0% or more of whose voting stock or
other Equity Interest is directly or indirectly owned or held by the Borrower.
For purposes of this definition, "control" (including with correlative meanings,
the terms "controlling", "controlled by" and "under common control with") means
the possession directly or indirectly of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or by contract or otherwise. The Affiliates of a
Person shall include any officer or director of such Person. In no event shall
the Lender be deemed to be an Affiliate of the Borrower.

        "AGREEMENT DATE" means the date as of which this Agreement is dated.

        "APPLICABLE LAW" means all applicable provisions of constitutions,
statutes, rules, regulations and orders of all governmental bodies and all
orders and decrees of all courts, tribunals and arbitrators.


                                       -1


        "APPLICABLE PERCENTAGE" shall mean the percentage points set out below
opposite the applicable Consolidated Leverage Ratio:



                                                                             
- ---------------- --------------------------------------------- --------------------- ------------- -----------------
     Level               Consolidated Leverage Ratio                  Adjusted            Base        Unused Fee
     Level                                                             LIBOR /            Rate
                                                                    LIBOR Market         Margin
                                                                     Index Rate
                                                                       Margin

- ---------------- --------------------------------------------- --------------------- ------------- -----------------
       I         less than 1.00 to 1.00                                 1.75%             0.0%           0.15%
- ---------------- --------------------------------------------- --------------------- ------------- -----------------
      II         equal to or greater than 1.00 to 1.00, but             2.00%             0.0%           0.25%
                 less than 1.25 to 1.00
- ---------------- --------------------------------------------- --------------------- ------------- -----------------
     III         Equal to or greater than 1.25 to 1.00, but             2.25%             0.0%           0.25%
                 less than 1.50 to 1.00
- ---------------- --------------------------------------------- --------------------- ------------- -----------------
      IV         Equal to or greater than 1.50 to 1.00                  2.50%             0.0%           0.35%
- ---------------- --------------------------------------------- --------------------- ------------- -----------------


Notwithstanding the foregoing, as of the Agreement Date until the Compliance
Certificate for the period ending December 31, 2005 has been delivered to, and
verified by, the Lender, the Applicable Percentage for LIBOR Loans shall be
2.00% and the Unused Fee shall be 0.25% per annum. Thereafter, the Applicable
Percentage and the Unused Fee shall be determined on a quarterly basis by
calculating the Consolidated Leverage Ratio promptly after receipt and
verification of the financial statements and certificates required to be
delivered by the Borrower pursuant to Sections 8.1., 8.2. and 8.3. hereof. Any
adjustment to the Applicable Percentage shall be effective as of the second
Business Day after the quarterly (or annual) financial statements are delivered
to, and verified by, the Lender. Should the Borrower fail to timely deliver any
financial statements required for the calculation of the Consolidated Leverage
Ratio, then, effective as of the date such financial statements were required to
be delivered, the Applicable Percentage shall be increased to the highest rate
set forth in the table above until the second Business Day after the Borrower
actually delivers such financial statements to the Lender.

        "ASSIGNEE" has the meaning given that term in Section 11.5.(d).

        "BASE RATE" means the per annum rate of interest equal to the Prime
Rate. Any change in the Base Rate resulting from a change in the Prime Rate
shall become effective as of 12:01 a.m. on the Business Day on which each such
change occurs. The Base Rate is a reference rate used by the Lender in
determining interest rates on certain loans and is not intended to be the lowest
rate of interest charged by the Lender or any other Lender on any extension of
credit to any debtor.

        "BASE RATE LOAN" means a Loan bearing interest at a rate based on the
Base Rate.


                                       -2


        "BENEFIT ARRANGEMENT" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

        "BORROWER" has the meaning set forth in the introductory paragraph
hereof and shall include the Borrower's successors and permitted assigns.

        "BUSINESS DAY" means (a) any day other than a Saturday, Sunday or other
day on which banks in Atlanta, Georgia are authorized or required to close and
(b) with reference to a LIBOR Loan, any such day that is also a day on which
dealings in Dollar deposits are carried out in the London interbank market.

        "CAPITAL EXPENDITURES" means all payments due (whether or not paid
during any fiscal period) in respect of the cost of any fixed asset or
improvement, or replacement, substitution or addition thereof, which has a
useful life of more than one year, including without limitation, those costs
arising in connection with the direct or indirect acquisition of such asset by
way of increased product or service charges and Capitalized Lease Obligations.

        "CAPITALIZED LEASE OBLIGATION" means an obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of
such obligation as would be required to be reflected on a balance sheet prepared
in accordance with GAAP as of the applicable date.

        "CASH EQUIVALENTS" means: (a) marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency thereof
maturing within one year from the date of acquisition thereof, (b) commercial
paper maturing no more than 180 days from the date of creation thereof and
currently having a rating of "A-1" and "P-1" or greater from either Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or
Moody's Investors Service, Inc., (c) certificates of deposit, fixed deposits or
treasury deposits maturing no more than 270 days from the date of creation
thereof issued by commercial banks incorporated under the laws of the United
States of America or any other country, each having combined capital, surplus
and undivided profits of not less than $500,000,000 (or the Dollar equivalent
thereof) and having a rating of "A" or better by a nationally recognized rating
agency; provided, that the aggregate amount invested in such certificates of
deposit shall not at any time exceed $2,500,000 (or the Dollar equivalent
thereof) for any one such certificate of deposit and $5,000,000 (or the Dollar
equivalent thereof) for any one such bank, (d) time deposits maturing no more
than 30 days from the date of creation thereof with commercial banks or savings
banks or savings and loan associations each having membership either in the FDIC
or the deposits of which are insured by the FDIC and in amounts not exceeding
the maximum amounts of insurance thereunder, (e) investments in money market or
liquidity funds having a rating of AAAm from Standard and Poor's Ratings
Services, Inc. or Aaa/MR1+ from Moody's Investors Service, Inc. and (f)
corporate securities rated at least "A-1" by Moody's Investors Service, Inc. or
"A" by Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc.

        "CHASSIS FLOORPLAN AGREEMENT" means any agreement (other than a purchase
order) pursuant to which (a) the Borrower or any Continuing Subsidiary
purchases, acquires or receives


                                       -3


chassis (whether through a purchase, bailment, consignment or other
arrangement), (b) the Borrower or any Continuing Subsidiary incurs any
obligation to pay any Person for or with respect to any portion of the invoice
price for such chassis, and (c) the Borrower or any Continuing Subsidiary grants
such Person a Lien in, or such Person retains any ownership interest in, such
chassis.

        "CIT CREDIT AGREEMENT" means that credit agreement dated July 23, 2001,
as amended, among the lenders party thereto, CIT Group, as administrative agent,
and the Borrower and its Subsidiaries.

        "CIT GROUP" means CIT Group/Business Credit, Inc., in its capacity as
administrative agent in connection with the CIT Credit Agreement.

        "CIT LENDERS" shall mean each of the lenders party to the CIT Credit
Agreement.

        "COLLATERAL" shall mean all of the real and personal property required
to be pledged to the Lender under, and pursuant to, the Mortgages, the Security
Agreement, the Subsidiary Security Agreement and the Pledge Agreement, and shall
include any additional real or personal property pledged to the Lender
hereafter.

        "COMPLIANCE CERTIFICATE" has the meaning given that term in Section 8.3.

        "CONSOLIDATED ASSETS" means the assets of the Borrower and its
Subsidiaries, on a consolidated basis.

        "CONSOLIDATED EBITDA" means, with respect to the Borrower and its
Continuing Subsidiaries for any period (without duplication), Consolidated Net
Income for such period, PLUS (to the extend deducted in the determination of
Consolidated Net Income): (i) depreciation and amortization; (ii) Consolidated
Interest Expense; (iii) income tax expense; (iv) extraordinary losses; (v)
losses from disposition of assets; (vi) the amount of any deduction to
Consolidated Net Income as the result of any grant to any members of management
or other employees of Borrower or its Continuing Subsidiaries of any non-cash
stock or equity based compensation (including, the impact of FAS 123(R) on such
stock or equity based compensation); and (vii) all other non-cash charges during
such period in an amount not to exceed $2,000,000; MINUS (but only to the extent
included in the determination of Consolidated Net Income): (i) extraordinary
gains; and (ii) gains from disposition of assets.

        "CONSOLIDATED FIXED CHARGES" means, for any period, the aggregate amount
of the following of the Borrower and its Continuing Subsidiaries determined on a
consolidated basis for such period: (a) Consolidated Interest Expense for the
Four-Quarter Period for which Consolidated Fixed Charges is determined
(excluding any non-cash amortization of deferred financing costs), (b) current
maturities of long-term Indebtedness of the type described in clauses (a), (b),
(d), (e), (h), (i) and (j) thereof, current maturities of Capitalized Lease
Obligations (excluding the portion of any payments made in respect of
Capitalized Lease Obligations allocable to interest expense otherwise included
in clause (a)) and current maturities of the Road One Obligations that are
scheduled to become due during the four-quarter period immediately


                                       -4


succeeding any date of determination of Consolidated Fixed Charges, and (c)
Consolidated Rental Expense for the Four-Quarter Period for which Consolidated
Fixed Charges is determined.

        "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means the ratio of (i) the
sum of Consolidated EBITDA for the Four-Quarter Period for which is determined,
MINUS income taxes paid or accrued during such Four-Quarter Period, MINUS
Consolidated Unfinanced Capital Expenditures for such Four-Quarter Period, PLUS
Consolidated Rental Expense for such Four-Quarter Period MINUS the aggregate
amount of all cash dividends in respect of its Equity Interests that are
declared and/or made by Borrower during such Four Quarter Period TO (ii)
Consolidated Fixed Charges.

        "CONSOLIDATED INTEREST EXPENSE" means, for any applicable period, the
aggregate interest expense (both accrued and paid without duplication) of the
Borrower and its Continuing Subsidiaries for such period, including the portion
of any payments made in respect of Capitalized Lease Obligations allocable to
interest expense, all on a consolidated basis.

        "CONSOLIDATED LEVERAGE RATIO" shall mean the ratio of (a) Consolidated
Total Senior Funded Debt outstanding at the time of the determination of the
Consolidated Leverage Ratio, TO (b) Consolidated EBITDA for the Four-Quarter
Period for which the Consolidated Leverage Ratio is determined.

        "CONSOLIDATED NET INCOME" means, with respect to the Borrower and its
Continuing Subsidiaries for any period, the net income (or loss) of the Borrower
and its Continuing Subsidiaries on a consolidated basis for such period
determined in accordance with GAAP.

        "CONSOLIDATED RENTAL EXPENSE" means, with respect to the Borrower and
its Continuing Subsidiaries for any period, lease, rental and all other payments
made in respect of or in connection with the use of property (whether real,
personal or mixed) by the Borrower and its Continuing Subsidiaries on a
consolidated basis with respect to such period (other than payments with respect
to Capitalized Lease Obligations).

        "CONSOLIDATED TANGIBLE NET WORTH" means, as of a given date, with
respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of
(a) total assets, MINUS (b) intangible assets (including, without limitation,
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights,
service marks, brand names, deferred financing costs and loans to Affiliates
that are not Loan Parties, loans to shareholders and loans to employees), MINUS
(c) all Indebtedness and other liabilities of Borrower and its Subsidiaries on a
consolidated basis.

        "CONSOLIDATED TOTAL SENIOR FUNDED DEBT" means, as of any date of
determination, without duplication, all then currently outstanding obligations,
liabilities, and indebtedness of the Borrower and its Subsidiaries on a
consolidated basis as of such date of the types described in subsections (a)
through (e), (h), (i) and (j) (but excluding the amounts in (j) attributable to
Discontinued Subsidiaries (except for FGR)) of the definition of Indebtedness,
including, but not limited to, the principal amount of Loans outstanding under
the Loan Documents, and shall further and in any event include the Road One
Obligations, which have a remaining balance as of


                                       -5


the Agreement Date of $2,146,667 in the aggregate, but shall exclude all
Subordinated Indebtedness.

        "CONSOLIDATED UNFINANCED CAPITAL EXPENDITURES" means, with respect to
the Borrower and its Continuing Subsidiaries, Capital Expenditures not financed,
in whole or in part, by indebtedness for money borrowed (excluding Revolving
Credit Loans) or capitalized leases, on a consolidated basis.

        "CONTINUE", "CONTINUATION" and "CONTINUED" each refers to the
continuation of a LIBOR Loan from one Interest Period to another Interest Period
pursuant to Section 2.7.

        "CONTINUING SUBSIDIARY(IES)" means any Subsidiary that is not a
Discontinued Subsidiary.

        "CONVERT", "CONVERSION" and "CONVERTED" each refers to the conversion of
a LIBOR Loan into a Base Rate Loan in accordance with Sections 2.7. and 4.5.

        "CREDIT EVENT" means the making (or deemed making) of any Loan, the
Continuation of any Loan or the issuance of any Letter of Credit.

        "DEFAULT" means any of the events specified in Section 10.1., whether or
not there has been satisfied any requirement for the giving of notice, the lapse
of time, or both.

        "DERIVATIVES CONTRACT" means any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement. Not in limitation of the
foregoing, the term "Derivatives Contract" includes any and all transactions of
any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement, including any such
obligations or liabilities under any such master agreement.

        "DERIVATIVES TERMINATION VALUE" means, in respect of any one or more
Derivatives Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivatives Contracts, (a) for
any date on or after the date such Derivatives Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the
amount(s) determined as the mark-to-market value(s) for such Derivatives
Contracts, as


                                       -6


determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Derivatives Contracts
(which may include the Lender).

        "DISCONTINUED SUBSIDIARY" means each Subsidiary set forth on Schedule
6.1(b)(ii).

        "DOLLARS" or "$" means the lawful currency of the United States of
America.

        "DOMESTIC MATERIAL SUBSIDIARY" means a Domestic Subsidiary that is also
a Material Subsidiary.

        "DOMESTIC SUBSIDIARY(IES)" means those Continuing Subsidiaries that are
organized under the laws of any jurisdiction of the United States of America,
any State thereof or the District of Columbia.

        "EFFECTIVE DATE" means the later of: (a) the Agreement Date; and (b) the
date on which all of the conditions precedent set forth in Section 5.1. shall
have been fulfilled or waived in writing by the Lender.

        "ENVIRONMENTAL LAWS" means any Applicable Law relating to environmental
protection or the manufacture, storage, remediation, disposal or clean-up of
Hazardous Materials including, without limitation, regulations of the
Environmental Protection Agency and any applicable rule of common law and any
judicial interpretation thereof relating primarily to the environment or
Hazardous Materials.

        "EQUITY INTEREST" means, with respect to any Person, any share of
capital stock of (or other ownership or profit interests in) such Person, any
warrant, option or other right for the purchase or other acquisition from such
Person of any share of capital stock of (or other ownership or profit interests
in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or
warrant, right or option for the purchase or other acquisition from such Person
of such shares (or such other interests), and any other ownership or profit
interest in such Person, whether voting or nonvoting, and whether or not such
share, warrant, option, right or other interest is authorized or otherwise
existing on any date of determination.

        "EQUITY ISSUANCE" means any issuance by a Person of any Equity Interest
in such Person and shall in any event include the issuance of any Equity
Interest upon the conversion or exchange of any security constituting
Indebtedness that is convertible or exchangeable, or is being converted or
exchanged, for Equity Interests.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as in
effect from time to time.

        "ERISA GROUP" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.


                                       -7


        "EVENT OF DEFAULT" means any of the events specified in Section 10.1.,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

        "FAIR MARKET VALUE" means, with respect to (a) a security listed on a
national securities exchange or the NASDAQ National Market, the price of such
security as reported on such exchange or the NASDAQ National Market by any
widely recognized reporting method customarily relied upon by financial
institutions and (b) with respect to any other property, the price which could
be negotiated in an arm's-length free market transaction, for cash, between a
willing seller and a willing buyer, neither of which is under pressure or
compulsion to complete the transaction.

        "FEES" means the fees and commissions provided for or referred to in
Section 3.3. and any other fees payable by the Borrower hereunder or under any
other Loan Document.

        "FDIC" shall mean the Federal Deposit Insurance Corporation.

        "FGR" shall mean F.G. Russell Truck Equipment, Ltd.

        "FIRST-TIER FOREIGN MATERIAL SUBSIDIARY" means a Foreign Material
Subsidiary, a majority of the Equity Interests in which is owned of record by a
Domestic Subsidiary.

        "FIRST-TIER FOREIGN SUBSIDIARY" means a Foreign Subsidiary, a majority
of the Equity Interests in which is owned of record by a Domestic Subsidiary.

        "FOREIGN MATERIAL SUBSIDIARY(IES)" means a Foreign Subsidiary that is
also a Material Subsidiary.

        "FOREIGN SUBSIDIARY(IES)" means those Continuing Subsidiaries that are
NOT organized under the laws of any jurisdiction of the United States of
America, any State thereof or the District of Columbia.

        "FOUR-QUARTER PERIOD" means the rolling, prior four consecutive fiscal
quarters ending on the date of any computation of any ratio or other provision
contained herein (including the quarter ending on the date as of which such
computation is made).

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

        "GOVERNMENTAL APPROVALS" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.


                                       -8


        "GOVERNMENTAL AUTHORITY" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority, body, agency, bureau, commission, board, department or other entity
or any arbitrator with authority to bind a party at law.

        "GREENEVILLE MORTGAGE" means the deed of trust encumbering the real
property commonly known as 711 Campbell Drive, Greeneville, Tennessee.

        "GUARANTOR" means any Person that is a party to the Guaranty as a
"Guarantor," which shall include each Domestic Material Subsidiary.

        "GUARANTY", "GUARANTEED", "GUARANTYING" or to "GUARANTEE" as applied to
any obligation means and includes: (a) a guaranty (other than by endorsement of
negotiable instruments for collection or deposit in the ordinary course of
business), directly or indirectly, in any manner, of any part or all of such
obligation, or (b) an agreement, direct or indirect, contingent or otherwise,
and whether or not constituting a guaranty, the practical effect of which is to
assure the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation whether by: (i) the
purchase of securities or obligations, (ii) the purchase, sale or lease (as
lessee or lessor) of property or the purchase or sale of services primarily for
the purpose of enabling the obligor with respect to such obligation to make any
payment or performance (or payment of damages in the event of nonperformance) of
or on account of any part or all of such obligation, or to assure the owner of
such obligation against loss, (iii) the supplying of funds to or in any other
manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit, or (v) the
supplying of funds to or investing in a Person on account of all or any part of
such Person's obligation under a Guaranty of any obligation or indemnifying or
holding harmless, in any way, such Person against any part or all of such
obligation. As the context requires, "Guaranty" shall also mean the Guaranty to
which the Guarantors are parties substantially in the form of Exhibit H, but
shall not include endorsements for collection or deposit in the ordinary course
of business.

        "HARBOURSIDE" means Harbourside Investments, LLLP, a Georgia limited
liability limited partnership.

        "HAZARDOUS MATERIALS" means all or any of the following: (a) substances
that are defined or listed in, or otherwise classified pursuant to, any
applicable Environmental Laws as "hazardous substances", "hazardous materials",
"hazardous wastes", "toxic substances" or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity,
"TCLP" toxicity or "EP toxicity"; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (c)
any flammable substances or explosives or any radioactive materials; (d)
asbestos in any form; (e) toxic mold; and (f) electrical equipment which
contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million.


                                       -9


        "INDEBTEDNESS" means, with respect to a Person, at the time of
computation thereof, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed; (b) all obligations of
such Person, whether or not for money borrowed (i) represented by notes payable,
or drafts accepted, in each case representing extensions of credit, (ii)
evidenced by bonds, debentures, notes or similar instruments, or (iii)
constituting purchase money indebtedness, conditional sales contracts, title
retention debt instruments or other similar instruments, upon which interest
charges are customarily paid or that are issued or assumed as full or partial
payment for property or services rendered; (c) Capitalized Lease Obligations of
such Person; (d) all reimbursement obligations of such Person under any letters
of credit or acceptances (whether or not the same have been presented for
payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Mandatorily Redeemable Stock issued by such
Person or any other Person, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; (g) net
obligations under any Derivatives Contract not entered into as a hedge against
existing Indebtedness, in an amount equal to the Derivatives Termination Value
thereof; (h) all Indebtedness of other Persons which such Person has Guaranteed
or is otherwise recourse to such Person (except for guaranties of customary
exceptions for fraud, misapplication of funds, environmental indemnities and
other similar exceptions to recourse liability (but not exceptions relating to
bankruptcy, insolvency, receivership or other similar events)); (i) all
Indebtedness of another Person secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property or assets owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness or other
payment obligation and (j) all obligations of such Person to pay the deferred
purchase price of property or services excluding (i) trade accounts payable in
the ordinary course of business which are not overdue for a period of more than
90 days or, if overdue for more than 90 days, as to which such payable is being
disputed or contested in good faith and with respect to which adequate reserves
in conformity with GAAP, if any are so required, have been established on the
books of such Person; PROVIDED, HOWEVER, that trade accounts payable that are
overdue by more than 180 days shall nevertheless be included in Indebtedness for
purposes of calculating Consolidated Total Senior Funded Debt notwithstanding
the existence of such good faith dispute or contest and (ii) trade accounts
payable arising with respect to chassis purchases. Indebtedness of any Person
shall include Indebtedness of any partnership or joint venture in which such
Person is a general partner or joint venturer to the extent of such Person's pro
rata share of the ownership of such partnership or joint venture (except if such
Indebtedness, or portion thereof, is recourse to such Person, in which case the
greater of such Person's pro rata portion of such Indebtedness or the amount of
the recourse portion of the Indebtedness, shall be included as Indebtedness of
such Person).

        "INDEPENDENT DISTRIBUTORS" means distributors of the Borrower or any
Continuing Subsidiary that are not Subsidiaries of any Loan Party.

        "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement among
William G. Miller and the Lender, substantially in the form of Exhibit I.


                                      -10


        "INTEREST PERIOD" means, with respect to the LIBOR Loan made in
connection with the Term Loan, each period commencing on the date such LIBOR
Loan is made or the last day of the next preceding Interest Period for such Loan
and ending 1 month thereafter, except that each Interest Period that commences
on the last Business Day of a calendar month shall end on the last Business Day
of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i)
if any Interest Period would otherwise end after the Term Loan Maturity Date,
such Interest Period shall end on the Term Loan Maturity Date; and (ii) each
Interest Period that would otherwise end on a day which is not a Business Day
shall end on the immediately following Business Day (or, if such immediately
following Business Day falls in the next calendar month, on the immediately
preceding Business Day).

        "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended.

        "INVESTMENT" means, with respect to any Person, any acquisition or
investment (whether or not of a controlling interest) by such Person, by means
of any of the following: (a) the purchase or other acquisition of any Equity
Interest in another Person, (b) a loan, advance or extension of credit to
(excluding intercompany receivables arising in the ordinary course of business
of the Borrower and the Continuing Subsidiaries), capital contribution to,
Guaranty of Indebtedness of, or purchase or other acquisition of any
Indebtedness of, another Person, including any partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute the business or a division or operating unit of another Person. Any
binding commitment to make an Investment in any other Person, as well as any
option of another Person to require an Investment in such Person, shall
constitute an Investment. Except as expressly provided otherwise, for purposes
of determining compliance with any covenant contained in a Loan Document, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.

        "JUNIOR CREDIT AGREEMENT" means that certain Amended and Restated Credit
Agreement dated as of July 23, 2001, by and among William G. Miller, as Agent,
the Persons party thereto as lenders, Borrower and Miller Industries Towing
Equipment Inc., as amended by (i) that certain Amendment No. 1 to Amended and
Restated Credit Agreement dated as of April 12, 2002, among Borrower, Miller
Industries Towing Equipment Inc., certain Subsidiaries of Borrower, Bank of
America, N.A., Wachovia Bank, N.A., AmSouth Bank and SunTrust Bank, (ii) that
certain letter agreement dated November 19, 2003, by Contrarian Funds, LLC, and
Bank of America, N.A., (iii) that certain Amendment No. 3 to Amended and
Restated Credit Agreement dated as of January 14, 2004, among Borrower, Miller
Industries Towing Equipment Inc., certain Subsidiaries of Borrower, Contrarian
Funds, LLC as agent and lender and Harbourside as a lender, (iv) that certain
Amendment No. 4 to Amended and Restated Credit Agreement dated as of November 5,
2004, among Borrower, Miller Industries Towing Equipment Inc., certain
Subsidiaries of Borrower and Harbourside as agent and sole lender, and (v) that
certain Amendment No. 5 to Amended and Restated Credit Agreement dated as of the
Agreement Date, among Borrower, Miller Industries Towing Equipment Inc., certain
Subsidiaries of Borrower and William G. Miller, as agent and sole lender, and as
the same may from time to time be amended, supplemented, restated or modified
from time to time provided


                                      -11


that any such amendment, supplement, restatement or modification is permitted
under this Agreement.

        "JUNIOR LENDER AGENT" means the Person that is the "Agent" under and as
defined in the Junior Credit Agreement.

        "JUNIOR LENDERS" means the Persons that are "Lenders" under and as
defined in the Junior Credit Agreement.

        "L/C COMMITMENT" means $5,000,000.

        "LETTER OF CREDIT" has the meaning given that term in Section 2.3.(a).

        "LETTER OF CREDIT DOCUMENTS" means, with respect to any Letter of
Credit, collectively, any application therefor, any certificate or other
document presented in connection with a drawing under such Letter of Credit and
any other agreement, instrument or other document governing or providing for (a)
the rights and obligations of the parties concerned or at risk with respect to
such Letter of Credit or (b) any collateral security for any of such
obligations.

        "LETTER OF CREDIT LIABILITIES" means, without duplication, at any time
and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such
Letter of Credit plus (b) the aggregate unpaid principal amount of all
Reimbursement Obligations of the Borrower at such time due and payable in
respect of all drawings made under such Letter of Credit.

        "LENDER" means Wachovia Bank, National Association, together with its
respective successors and permitted assigns.

        "LIBOR" means, for any LIBOR Loan for any Interest Period therefor, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term "LIBOR" shall mean, for any LIBOR Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on the Reuters Screen LIBO Page, the applicable rate shall
be the arithmetic mean of all such rates. If for any reason none of the
foregoing rates is available, LIBOR shall be, for any Interest Period, the rate
per annum reasonably determined by the Lender as the rate of interest at which
Dollar deposits in the approximate amount of the LIBOR Loan comprising part of
such borrowing would be offered by the Lender to major banks in the London
interbank Eurodollar market at their request at or about 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period.


                                      -12


        "LIBOR LOAN" means a Loan bearing interest at a rate based on LIBOR
(i.e. either the LIBOR Market Index Rate or Adjusted LIBOR).

        "LIBOR MARKET INDEX RATE" means, for any LIBOR Market Index Rate Loan,
on any date of determination, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for one month deposits in Dollars at
approximately 11:00 a.m. (London time) on such date, or if such date is not a
Business Day, then the immediately preceding Business Day, DIVIDED BY a
percentage equal to 1 MINUS the LIBOR Reserve. If for any reason such rate is
not available, the term "LIBOR Market Index Rate" shall mean, for any LIBOR
Market Index Rate Loan, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page as the London
interbank offered rate for one month deposits in Dollars at approximately 11:00
a.m. (London time) on such date DIVIDED BY a percentage equal to 1 MINUS the
LIBOR Reserve; PROVIDED, HOWEVER, if more than one rate is specified on the
Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates.

        "LIBOR MARKET INDEX RATE LOAN" means a Loan bearing interest at a rate
based on the LIBOR Market Index Rate.

        "LIBOR RESERVE" means the stated maximum rate (stated as a decimal) of
all reserves, if any, required to be maintained with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities") as specified in
Regulation D of the Board of Governors of the Federal Reserve System (or against
any other category of liabilities which includes deposits by reference to which
the interest rate on LIBOR Loans is determined or any applicable category of
extensions of credit or other assets which includes loans by an office of the
Lender outside of the United States of America to residents of the United States
of America). Any change in such maximum rate shall result in a change in the
Adjusted LIBOR or the LIBOR Market Index Rate, as applicable, on the date on
which such change in such maximum rate becomes effective

        "LIEN" as applied to the property of any Person means: (a) any security
interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment
of leases and rents, pledge, lien, charge or lease constituting a Capitalized
Lease Obligation, conditional sale or other title retention agreement, or other
security title or encumbrance of any kind in respect of any property of such
Person, or upon the income, rents or profits therefrom; (b) any arrangement,
express or implied, under which any property of such Person is transferred,
sequestered or otherwise identified for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other obligation in priority
to the payment of the general, unsecured creditors of such Person; and (c) any
agreement by such Person to grant, give or otherwise convey any of the
foregoing.

        "LOAN(S)" means the Revolving Credit Loans, the Term Loan or both of
them, as the context indicates.

        "LOAN DOCUMENT" means this Agreement and each other document or
instrument now or hereafter executed and delivered by a Loan Party in connection
with, pursuant to or relating to this Agreement.


                                      -13


        "LOAN PARTY" means the Borrower, each Guarantor and each Pledgor.

        "MANDATORILY REDEEMABLE STOCK" means, with respect to any Person, any
Equity Interest of such Person which by the terms of such Equity Interest (or by
the terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise (a)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than an Equity Interest to the extent redeemable in exchange
for common stock or other equivalent common Equity Interests), (b) is
convertible into or exchangeable or exercisable for Indebtedness or Mandatorily
Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in
whole or in part (other than an Equity Interest which is redeemable solely in
exchange for common stock or other equivalent common Equity Interests), in each
case on or prior to the later to occur of (a) the Revolving Credit Maturity Date
or (b) the Term Loan Maturity Date.

        "MATERIAL ADVERSE EFFECT" means a materially adverse effect on (a) the
business, assets, liabilities, condition (financial or otherwise), results of
operations or business prospects of the Borrower and its Subsidiaries, taken as
a whole, (b) the ability of the Borrower or any other Loan Party to perform its
obligations under any Loan Document to which it is a party, (c) the validity or
enforceability of any of the Loan Documents, (d) the rights and remedies of the
Lender under any of the Loan Documents or (e) the timely payment of the
principal of or interest on the Loans or other amounts payable in connection
therewith.

        "MATERIAL CONTRACT" shall mean any contract or other agreement, whether
written or oral, to which the Borrower or any Subsidiary is a party as to which
the breach, nonperformance, cancellation or failure to renew by any party
thereto could reasonably be expected to have a Material Adverse Effect.

        "MATERIAL SUBSIDIARY(IES)" means a Continuing Subsidiary as to which 5%
or more of Consolidated EBITDA or 10% or more of Consolidated Assets during any
fiscal quarter of the Borrower is, directly or indirectly, attributable.

        "MERCER MORTGAGE" means the Mortgage encumbering the real property
commonly known as 7320 W. Market St., Mercer, Pennsylvania.

        "MORTGAGE(S)" means any of the Ooltewah Mortgage, Greeneville Mortgage
or the Mercer Mortgage, or all of them, as the context indicates.

        "MULTIEMPLOYER PLAN" means at any time a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is
then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions, including for these purposes any
Person which ceased to be a member of the ERISA Group during such five year
period.

        "NAVISTAR CONSIGNMENT AGREEMENT" means that certain Consignment and
Sales Agreement, dated April 14, 1999, by and among the Navistar International
Transportation Corp.,


                                      -14


Lee Smith, Inc. and Miller Towing, as the same may be amended, modified or
supplemented from time to time.

        "NEGATIVE PLEDGE" means, with respect to a given asset, any provision of
a document, instrument or agreement (other any Loan Document) which prohibits or
purports to prohibit the creation or assumption of any Lien on such asset as
security for Indebtedness of the Person owning such asset or any other Person;
PROVIDED, HOWEVER, that an agreement that conditions a Person's ability to
encumber its assets upon the maintenance of one or more specified ratios that
limit such Person's ability to encumber its assets but that do not generally
prohibit the encumbrance of its assets, or the encumbrance of specific assets,
shall not constitute a Negative Pledge.

        "NET PROCEEDS" means with respect to any Equity Issuance by a Person,
the aggregate amount of all cash and the Fair Market Value of all other property
(other than securities of such Person being converted or exchanged in connection
with such Equity Issuance) received by such Person in respect of such Equity
Issuance net of investment banking fees, legal fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred by such Person in connection with such Equity Issuance.

        "NOTE(S)" means the Revolving Credit Note or the Term Note, or both of
them, as the context indicates.

        "NOTICE OF BORROWING" means a notice in the form of Exhibit A to be
delivered to the Lender pursuant to Section 2.1.(b) evidencing the Borrower's
request for a borrowing of Loans.

        "OBLIGATIONS" means, individually and collectively: (a) the aggregate
principal balance of, and all accrued and unpaid interest on, all Loans and (b)
all other indebtedness, liabilities, obligations, covenants and duties of the
Borrower and the other Loan Parties owing to the Lender of every kind, nature
and description, under or in respect of this Agreement or any of the other Loan
Documents, including, without limitation, all obligations due to the Lender or
to any affiliate of the Lender under any Derivatives Contract, and the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent,
due or not due, contractual or tortious, liquidated or unliquidated, and whether
or not evidenced by any promissory note.

        "OFF-BALANCE SHEET OBLIGATIONS" means liabilities and obligations of the
Borrower, any Subsidiary or any other Person in respect of "off-balance sheet
arrangements" (as defined in the SEC Off-Balance Sheet Rules) which the Borrower
would be required to disclose in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Borrower's report
on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required
to file with the Securities and Exchange Commission (or any Governmental
Authority substituted therefor). As used in this definition, the term "SEC
Off-Balance Sheet Rules" means the Disclosure in Management's Discussion and
Analysis About Off-Balance Sheet Arrangements, Securities Act Release No.
33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and
249).


                                      -15


        "OOLTEWAH MORTGAGE" means the deed of trust encumbering the real
property commonly known as 8503 Hilltop Drive, Ooltewah, Tennessee.

        "PARTICIPANT" has the meaning given that term in Section 11.5.(c).

        "PBGC" means the Pension Benefit Guaranty Corporation and any successor
agency.

        "PERMITTED ACQUISITIONS" shall mean the acquisition by the Borrower or
any Continuing Subsidiary of all or substantially all of the business or a line
of business (whether by the acquisition of Equity Interests, assets or a
combination thereof) of any other Person (each an "Acquisition"); PROVIDED that
(a) such business or line of business is in the same, a substantially related or
a complimentary line of business as the business of the Borrower and its
Continuing Subsidiaries, taken as a whole, conducted on the Agreement Date; (b)
such Acquisition is made with the approval of the board of directors of the
Person to be acquired; (c) both before and immediately after giving pro forma
effect to any such Acquisition (i) no Default or Event of Default shall have
occurred and be continuing and (ii) all representations and warranties contained
herein and in the other Loan Documents would be true and correct in all material
respects; (d) immediately after giving pro forma effect to such Acquisition as
though the Acquisition had closed on the first day of the Four-Quarter Period
for which the most recent financial statements have been delivered pursuant to
Sections 8.1. or 8.2., the Borrower would be in compliance with the financial
covenants in Section 9.1. and Lender shall have received a pro forma Compliance
Certificate evidencing such compliance; (e) the EBITDA of, or attributable to,
the Person or line of business to be acquired is not less than zero for the
fiscal quarter most recently ended, unless the Lender has given its prior
written consent to such Acquisition (such consent not to be unreasonably
withheld or delayed) (for purposes of this definition, "EBITDA" means, with
respect to any Person for any period (without duplication), net income of such
Person for such period, exclusive of the following (but only to the extent
included in the determination of net income): (i) depreciation and amortization;
(ii) interest expense; (iii) income tax expense; (iv) extraordinary gains and
losses; and (v) gains and losses from disposition of assets); (f) the total
consideration paid in connection with such Acquisition shall not exceed
$7,500,000, unless the Borrower has delivered to the Lender a written request to
consent to such Acquisition (such consent not to be unreasonably withheld or
delayed), which shall be accompanied by such information and materials as may be
reasonably requested by the Lender, including, without limitation, (i) a
reasonably detailed description of the material terms for such Acquisition, (ii)
financial statements of the Person to be acquired or financial statements
relating to the line of business to be acquired, for the three most recent
fiscal years available and, if available, for any interim periods since the most
recent fiscal year-end, (iii) consolidated projected income statements of
Borrower and its Continuing Subsidiaries after giving effect to such Acquisition
for a three-year period following the consummation of such Acquisition; (g) (i)
the total cash consideration paid in connection with such Acquisition, when
taken together with the aggregate cash consideration paid in connection with all
such Acquisitions during the term of this Agreement, shall not exceed
$20,000,000 and (ii) the total consideration (including cash and non-cash
consideration) paid in connection with such Acquisition, when taken together
with the aggregate amount of all cash and non-cash consideration in connection
with all Acquisitions during the term of this Agreement, shall not exceed
$40,000,000 in the aggregate; (h) Lender has


                                      -16


received each item required pursuant to Section 7.12. hereof; and (i) the number
of such Acquisitions shall not exceed three over the term of this Agreement and
two in any fiscal year.

        "PERMITTED LIENS" means, as to any Person: (a) Liens securing taxes,
assessments and other charges or levies imposed by any Governmental Authority
(excluding any Lien imposed pursuant to any of the provisions of ERISA or
pursuant to any Environmental Laws) or the claims of materialmen, mechanics,
carriers, warehousemen or landlords for labor, materials, supplies or rentals
incurred in the ordinary course of business, which are not at the time required
to be paid or discharged under Section 7.6.; (b) Liens consisting of deposits or
pledges made, in the ordinary course of business, in connection with, or to
secure payment of, obligations under workers' compensation, unemployment
insurance or similar Applicable Laws, or to secure indemnity, performance or
other similar bonds for the performance of bids, tenders or contracts (other
than for borrowed money), or to secure statutory obligations (other than liens
arising under ERISA or Environmental Liens) or surety or appeal bonds, or to
secure indemnity, performance or other similar bonds; (c) Liens consisting of
encumbrances in the nature of zoning restrictions, easements, reservations,
exceptions, encroachments, rights of way, covenants running with the land, and
other similar title exceptions or encumbrances and rights or restrictions of
record on the use of real property, which do not materially detract from the
value of such property or impair the use thereof in the business of such Person;
(d) Liens in favor of the Lender; (e) Capitalized Lease Obligations and purchase
money security interests permitted pursuant to Section 9.3.(f); (g) (i) Liens in
existence as of the Agreement Date or hereafter granted by Borrower or any
Continuing Subsidiary in favor of Junior Lender Agent to secure the Subordinated
Indebtedness and other obligations owing to the Junior Lenders and Junior Lender
Agent under the Junior Credit Agreement, provided that all such Liens are at all
times subordinated to the Obligations pursuant to the terms of the Intercreditor
Agreement and (ii) the Liens in existence as of the Agreement date and set forth
on Schedule 6.1(f), including without limitation the mortgage encumbering real
property commonly known as 2755 Kirila Boulevard, Hermitage, Mercer County,
Pennsylvania granted to FSG Bank, NA., (h) Liens encumbering the assets of Jige
International or Boniface Engineering, Ltd. which secure the Indebtedness
permitted under Section 9.3.(k) or 9.3.(l) hereof, (i) Liens arising in
connection with inventory repurchase obligations permitted under Section
9.3.(j), provided that such Liens are limited to the inventory and proceeds
thereof subject to the financing arrangement contemplated by the applicable
Repurchase Agreement; (j) Liens on Collateral arising in connection with a
Chassis Floorplan Agreement as in effect on the Agreement Date or as entered
into after the Agreement Date by Borrower or a Continuing Subsidiary with the
prior written approval of the Lender (not to be unreasonably withheld or
delayed), provided such Liens are limited to the inventory and proceeds thereof
subject to the applicable Chassis Floorplan Agreement; (k) Liens arising in
connection with the Navistar Consignment Agreement with respect to the chassis
subject thereto and related collateral, provided that such Liens are subject to
an intercreditor agreement in form and substance reasonably satisfactory to
Lender; and (l) Liens arising from judgments and attachments in connection with
court proceedings provided that the attachment or enforcement of such Liens
would not result in an Event of Default hereunder and such Liens are being
contested in good faith by appropriate proceedings, adequate reserves have been
set aside and no material property or assets of any Loan Party is subject to a
material risk of loss or forfeiture and a stay of execution pending appeal or
proceeding for review is in effect .


                                      -17


        "PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

        "PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (a) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (b) has at any time within the
preceding five years been maintained, or contributed to, by any Person which was
at such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group.

        "PLEDGE AGREEMENT" means the Pledge Agreement substantially in the form
of Exhibit G, pursuant to which the Borrower will pledge 100% of the Equity
Interests of each Domestic Material Subsidiary and will pledge 65% of the Equity
Interests of each First-Tier Foreign Material Subsidiary of Borrower and its
Domestic Subsidiaries.

        "PLEDGOR" means any Person that is a party to the Pledge Agreement as a
"Pledgor."

        "POST-DEFAULT RATE" means a rate per annum equal the Base Rate as in
effect from time to time PLUS 3%.

        "PRIME RATE" means the rate of interest per annum announced publicly by
the Lender as its prime rate from time to time. The Prime Rate is not
necessarily the best or the lowest rate of interest offered by the Lender.

        "PRINCIPAL OFFICE" means the office of the Lender located at 171 17th
Street NW, 100 Building, Atlanta, Georgia, 30363, or such other office of the
Lender as the Lender may designate from time to time.

        "REGULATORY CHANGE" means, with respect to the Lender, any change
effective after the Agreement Date in Applicable Law (including without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) or the adoption or making after such date of any interpretation,
directive or request applying to a class of banks, including the Lender, of or
under any Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration thereof
or compliance by the Lender with any request or directive regarding capital
adequacy.

        "REIMBURSEMENT OBLIGATION" means the absolute, unconditional and
irrevocable obligation of the Borrower to reimburse the Lender for any drawing
honored by the Lender under a Letter of Credit.

        "REPURCHASE AGREEMENT" means any agreement pursuant to which the
Borrower or any of its Continuing Subsidiaries agrees to (a) purchase or
repurchase sold or leased inventory from the creditor (who is a party to such
Repurchase Agreement) of an Independent Distributor, or (b)


                                      -18


otherwise indemnify or make whole the creditor (who that is a party to such
Repurchase Agreement) of an Independent Distributor with respect to any loss
arising out of the purchase or financing of inventory sold or leased by the
Borrower or any Continuing Subsidiary.

        "RESPONSIBLE OFFICER" means with respect to the Borrower or any
Subsidiary, the chairman, chief executive officer or any co-chief executive
officer, the president and the chief financial officer of the Borrower or such
Subsidiary.

        "RESTRICTED PAYMENT" means: (a) any dividend or other distribution,
direct or indirect, on account of any Equity Interest of the Borrower or any
Subsidiary now or hereafter outstanding, except a dividend payable solely in
Equity Interests of identical class to the holders of that class; (b) any
redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interest of the Borrower or any Subsidiary now or hereafter outstanding; (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire any Equity Interests of the Borrower or any
Subsidiary now or hereafter outstanding; and (d) any payment or prepayment made
with respect to Subordinated Indebtedness.

        "REVOLVING CREDIT COMMITMENT" means $20,000,000.

        "REVOLVING CREDIT LOAN(S)" means a loan by the Lender to the Borrower in
accordance with Section 2.1.(a) below.

        "REVOLVING CREDIT MATURITY DATE" means June 17, 2008, unless earlier
accelerated in accordance with the terms of this Agreement.

        "REVOLVING CREDIT NOTE" has the meaning given it in Section 2.9.(a)
hereof.

        "ROAD ONE OBLIGATIONS" means the amount of the Borrower's payout
obligations under certain settlement obligations, which have a remaining balance
as of the Agreement date of $2,146,667 in the aggregate.

        "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, together with all rules and regulations issued thereunder.

        "SECURITY AGREEMENT" means either the security agreement executed and
delivered by the Borrower to the Lender in the form of Exhibit F hereto.

        "SOLVENT" means, when used with respect to any Person, that (a) the fair
value and the fair salable value of its assets (excluding any Indebtedness due
from any affiliate of such Person) are each in excess of the fair valuation of
its total liabilities (including all contingent liabilities computed at the
amount which, in light of all the facts and circumstances existing at such time,
represents the amount that could reasonably be expected to become an actual and
matured liability); (b) such Person is able to pay its debts or other
obligations in the ordinary course as they mature; and (c) such Person has
capital not unreasonably small to carry on its business and all business in
which it proposes to be engaged.


                                      -19


        "STATED AMOUNT" means the amount to be drawn by a beneficiary under a
Letter of Credit from time to time, as such amount may be increased or reduced
from time to time in accordance with the terms of such Letter of Credit.

        "SUBORDINATED INDEBTEDNESS" means any Indebtedness of Borrower that is
subordinated in right of payment to the Obligations on terms and conditions
satisfactory to Lender in its sole and absolute discretion, and in any event
including Indebtedness of Borrower owing to the Junior Lenders in the principal
amount, as of the Agreement Date, of $10,000,000.

        "SUBSIDIARY" means, for any Person, any corporation, partnership or
other entity of which at least a majority of the securities or other ownership
interests having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons performing similar functions of such
corporation, partnership or other entity (without regard to the occurrence of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person, and shall include all Persons the accounts
of which are consolidated with those of such Person pursuant to GAAP.

        "SUBSIDIARY SECURITY AGREEMENT" means the Subsidiary Security Agreement
executed and delivered by each Domestic Material Subsidiary to the Lender in the
form of Exhibit F-1 hereto, or both of them, as the context indicates

        "SWEEP PLUS LOAN & INVESTMENT SERVICE" has the meaning given such term
in Section 2.1.(b).

        "TAXES" has the meaning given that term in Section 3.8.

        "TERM LOAN" means the loan made by the Lender to the Borrower in
accordance with Section 2.2. below.

        "TERM LOAN COMMITMENT" means $7,000,000.

        "TERM LOAN MATURITY DATE" means June 17, 2010, unless earlier
accelerated in accordance with the terms of this Agreement.

        "TERM LOAN NOTE" has the meaning given that term in Section 2.9.(b).

        "TYPE" with respect to any Loan, refers to whether such Loan is a LIBOR
Loan or Base Rate Loan.

        "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (a) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most


                                      -20


recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the ERISA Group to the PBGC or
any other Person under Title IV of ERISA.

        "UNUSED FEE" has the meaning given that term in Section 3.3.(a).

        "WHOLLY OWNED DOMESTIC SUBSIDIARY" means any Domestic Subsidiary of a
Person in respect of which all of the Equity Interests (other than, in the case
of a corporation, directors' qualifying shares) are at the time directly or
indirectly owned or controlled by such Person or one or more other Wholly Owned
Domestic Subsidiaries of such Person or by such Person and one or more other
Wholly Owned Domestic Subsidiaries of such Person.

SECTION 1.2. GENERAL; REFERENCES TO TIMES.

        Unless otherwise indicated, all accounting terms, ratios and
measurements shall be interpreted or determined in accordance with GAAP;
provided that, if at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Lender shall so request, the Lender and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP; provided further that,
until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Lender financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP. References in this Agreement to
"Sections", "Articles", "Exhibits" and "Schedules" are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated. references
in this Agreement to any document, instrument or agreement (a) shall include all
exhibits, schedules and other attachments thereto, (b) shall include all
documents, instruments or agreements issued or executed in replacement thereof,
to the extent permitted hereby and (c) shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, supplemented,
restated or otherwise modified as of the date of this Agreement and from time to
time thereafter to the extent not prohibited hereby and in effect at any given
time. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Unless explicitly set forth to the
contrary, a reference to "Subsidiary" means a Subsidiary of the Borrower or a
Subsidiary of such Subsidiary and a reference to an "Affiliate" means a
reference to an Affiliate of the Borrower. Titles and captions of Articles,
Sections, subsections and clauses in this Agreement are for convenience only,
and neither limit nor amplify the provisions of this Agreement. Unless otherwise
indicated, all references to time are references to Atlanta, Georgia time.
References herein to "Consolidated EBITDA" or "Consolidated Assets" that relate
only to a particular Subsidiary shall be deemed to mean "Consolidated EBITDA"
and "Consolidated Assets" of such Subsidiary (the "First-Tier Subsidiary") and
any Subsidiaries of such First-Tier Subsidiary, and shall be calculated in a
manner consistent with such definitions.


                                      -21


                           ARTICLE II. CREDIT FACILITY

SECTION 2.1. REVOLVING CREDIT LOANS.

        (a)     GENERALLY. Subject to the terms and conditions hereof, during
the period from the Effective Date to but excluding the Revolving Credit
Maturity Date, the Lender agrees to make Revolving Credit Loans to the Borrower
in an aggregate principal amount at any one time outstanding up to, but not
exceeding, the Revolving Credit Commitment LESS the aggregate Letter of Credit
Liabilities. Subject to the terms and conditions of this Agreement, during the
period from the Effective Date to but excluding the Revolving Credit Maturity
Date, the Borrower may borrow, repay and reborrow Revolving Credit Loans
hereunder.

        (b)     REQUESTING REVOLVING CREDIT LOANS. The Borrower shall give the
Lender notice pursuant to a Notice of Borrowing or telephonic notice of each
borrowing of a Revolving Credit Loan. Each Notice of Borrowing shall be
delivered to the Lender before 11:00 a.m. on the date of such borrowing. Any
such telephonic notice shall include all information to be specified in a
written Notice of Borrowing and shall be promptly confirmed in writing by the
Borrower pursuant to a Notice of Borrowing sent to the Lender by facsimile on
the same day of the giving of such telephonic notice. Each Notice of Borrowing
or telephonic notice of each borrowing shall be irrevocable once given and
binding on the Borrower.

        Borrower may, at its option, participate in the Lender's Sweep Plus Loan
& Investment Service, pursuant to which excess funds are swept from, and
Revolving Credit Loans are made to, the Borrower's operating account with the
Lender in order to maintain a certain "Collected Balance" (the "Sweep Plus Loan
& Investment Service"). The terms and conditions of such Sweep Plus Loan &
Investment Service will be governed by the Lender's standard agreement for such
service, in form and substance satisfactory to the Borrower and the Lender.

        (c)     DISBURSEMENTS OF LOAN PROCEEDS. Subject to satisfaction of the
applicable conditions set forth in Article V. for such borrowing, the Lender
will make the proceeds of such borrowing available to the Borrower no later than
2:00 p.m. on the date and at the account specified by the Borrower in such
Notice of Borrowing.

SECTION 2.2. TERM LOAN.

        Subject to the terms and conditions set out in this Agreement, the
Lender agrees to make a single loan to the Borrower on the Effective Date in a
principal amount equal to the Term Loan Commitment. The execution and delivery
of this Agreement by the Borrower and the satisfaction of all conditions
precedent pursuant to Article V. shall be deemed to constitute the Borrower's
request to borrow the Term Loan on the Agreement Date. Payments in respect of
the Term Loan may not be reborrowed.


                                      -22


SECTION 2.3. LETTERS OF CREDIT.

        (a)     LETTERS OF CREDIT. Subject to the terms and conditions of this
Agreement (including, without limitation, Section 2.9.), the Lender agrees to
issue for the account of the Borrower during the period from and including the
Effective Date to, but excluding, the date 30 days prior to the Revolving Credit
Maturity Date one or more letters of credit (each a "Letter of Credit") up to a
maximum aggregate Stated Amount at any one time outstanding not to exceed the
L/C Commitment.

        (b)     TERMS OF LETTERS OF CREDIT. At the time of issuance, the amount,
form, terms and conditions of each Letter of Credit, and of any drafts or
acceptances thereunder, shall be subject to approval by the Lender and the
Borrower. Notwithstanding the foregoing, in no event may the expiration date of
any Letter of Credit extend beyond the earlier of (i) the date one year from its
date of issuance or (ii) the Revolving Credit Maturity Date; PROVIDED, HOWEVER,
a Letter of Credit may contain a provision providing for the automatic extension
of the expiration date in the absence of a notice of non-renewal from the Lender
but in no event shall any such provision permit the extension of the expiration
date of such Letter of Credit beyond the Revolving Credit Maturity Date.

        (c)     REQUESTS FOR ISSUANCE OF LETTERS OF CREDIT. The Borrower shall
give the Lender written notice (or telephonic notice promptly confirmed in
writing) at least three Business Days prior to the requested date of issuance of
a Letter of Credit, such notice to describe in reasonable detail the proposed
terms of such Letter of Credit and the nature of the transactions or obligations
proposed to be supported by such Letter of Credit, and in any event shall set
forth with respect to such Letter of Credit the proposed (i) Stated Amount, (ii)
beneficiary, and (iii) expiration date. The Borrower shall also execute and
deliver such customary letter of credit application forms as requested from time
to time by the Lender. Provided the Borrower has given the notice prescribed by
the first sentence of this subsection and subject to the other terms and
conditions of this Agreement, including the satisfaction of any applicable
conditions precedent set forth in Article V., the Lender shall issue the
requested Letter of Credit on the requested date of issuance for the benefit of
the stipulated beneficiary. Upon the written request of the Borrower, the Lender
shall deliver to the Borrower a copy of each issued Letter of Credit within a
reasonable time after the date of issuance thereof. To the extent any term of a
Letter of Credit Document is inconsistent with a term of any other Loan
Document, the term of such other Loan Document shall control.

        (d)     REIMBURSEMENT OBLIGATIONS. Upon receipt by the Lender from the
beneficiary of a Letter of Credit of any demand for payment under such Letter of
Credit, the Lender shall promptly notify the Borrower of the amount to be paid
by the Lender as a result of such demand and the date on which payment is to be
made by the Lender to such beneficiary in respect of such demand; provided,
however, the Lender's failure to give, or delay in giving, such notice shall not
discharge the Borrower in any respect from the applicable Reimbursement
Obligation. Subject to Section 2.3(f), the Borrower hereby unconditionally and
irrevocably agrees to pay and reimburse the Lender for the amount of each demand
for payment under such Letter of Credit on or prior to the date on which payment
is to be made by the Lender to the beneficiary thereunder, without presentment,
demand, protest or other formalities of any kind (other than notice as provided
in this subsection).


                                      -23


        (e)     MANNER OF REIMBURSEMENT. Upon its receipt of a notice referred
to in the immediately preceding subsection (d), the Borrower shall advise the
Lender whether or not the Borrower intends to borrow hereunder to finance its
obligation to reimburse the Lender for the amount of the related demand for
payment and, if it does, the Borrower shall submit a timely request for such
borrowing as provided in the applicable provisions of this Agreement. If the
Borrower fails to so advise the Lender, or if the Borrower fails to reimburse
the Lender for a demand for payment under a Letter of Credit by the date of such
payment, then (i) if the applicable conditions contained in Article V. would
permit the making of Revolving Credit Loans, the Borrower shall be deemed to
have requested a borrowing of Revolving Credit Loans in an amount equal to the
unpaid Reimbursement Obligation.

        (f)     DUTIES REGARDING LETTERS OF CREDIT; UNCONDITIONAL NATURE OF
REIMBURSEMENT OBLIGATIONS. The Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, the Lender shall not be responsible for, and the Borrower's
obligations in respect of the Letters of Credit shall not be affected in any
manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal
effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under any Letter of
Credit even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any Letter of Credit, or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully
with conditions required in order to draw upon such Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telex, telecopy or otherwise, whether or not they be
in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any Letter of Credit of the proceeds of any
drawing under any Letter of Credit; or (viii) any consequences arising from
causes beyond the control of the Lender, in each case except to the extent
resulting from the gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final, non-appealable judgment). None of
the above shall affect, impair or prevent the vesting of any of the Lender's
rights or powers hereunder. Any action taken or omitted to be taken by the
Lender under or in connection with any Letter of Credit, if taken or omitted in
the absence of gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final, non-appealable judgment), shall not create
against the Lender any liability to the Borrower. In this regard, the obligation
of the Borrower to reimburse the Lender for any drawing made under any Letter of
Credit, and to repay any Revolving Credit Loan made pursuant to Section 2.3.(e),
shall be absolute, unconditional and irrevocable and shall be paid strictly in
accordance with the terms of this Agreement and any other applicable Letter of
Credit Document under all circumstances whatsoever, including without
limitation, the following circumstances: (A) any lack of validity or
enforceability of any Letter of Credit Document or any term or provisions
therein; (B) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents; (C) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time against the


                                      -24


Lender, any beneficiary of a Letter of Credit or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or in the
Letter of Credit Documents or any unrelated transaction; (D) any breach of
contract or dispute between the Borrower, the Lender or any other Person; (E)
any demand, statement or any other document presented under a Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein or made in connection therewith being untrue or inaccurate in
any respect whatsoever; (F) any non-application or misapplication by the
beneficiary of a Letter of Credit of the proceeds of any drawing under such
Letter of Credit; (G) payment by the Lender under any Letter of Credit against
presentation of a draft or certificate which does not strictly comply with the
terms of such Letter of Credit; and (H) any other act, omission to act, delay or
circumstance whatsoever that might, but for the provisions of this Section,
constitute a legal or equitable defense to or discharge of the Borrower's
Reimbursement Obligations, in each case except to the extent resulting from the
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final, non-appealable judgment). Notwithstanding anything to
the contrary contained in this Section or Section 11.9., but not in limitation
of the Borrower's unconditional obligation to reimburse the Lender for any
drawing made under a Letter of Credit as provided in this Section, and to repay
any Revolving Credit Loan made pursuant to Section 2.3.(e), the Borrower shall
have no obligation to indemnify the Lender in respect of any liability incurred
by the Lender arising solely out of the gross negligence or willful misconduct
of the Lender in respect of a Letter of Credit as determined by a court of
competent jurisdiction in a final, non-appealable judgment. Except as otherwise
provided in this Section, nothing in this Section shall affect any rights the
Borrower may have with respect to the gross negligence or willful misconduct of
the Lender with respect to any Letter of Credit.

        (h)     AMENDMENTS, ETC. The issuance by the Lender of any amendment,
supplement or other modification to any Letter of Credit shall be subject to the
same conditions applicable under this Agreement to the issuance of new Letters
of Credit (including, without limitation, that the request therefor be made
through the Lender), and no such amendment, supplement or other modification
shall be issued unless the respective Letter of Credit affected thereby would
have complied with such conditions had it originally been issued hereunder in
such amended, supplemented or modified form.

SECTION 2.4. RATES AND PAYMENT OF INTEREST ON LOANS.

        (a)     REVOLVING CREDIT LOANS.

                (i)     RATE. The Borrower promises to pay to the Lender
interest on the unpaid principal amount of each Revolving Credit Loan, for the
period from and including the date of the making of such Revolving Credit Loan
to but excluding the date such Revolving Credit Loan shall be paid in full, at
the LIBOR Market Index Rate for such Revolving Credit Loan PLUS the Applicable
Percentage.

Notwithstanding the foregoing, during the continuance of an Event of Default, at
the election of Lender, the Borrower shall pay to the Lender interest at the
Post-Default Rate on the outstanding principal amount of any Loan.


                                      -25


                (ii)    PAYMENT OF INTEREST. Accrued and unpaid interest on each
Revolving Credit Loan shall be payable monthly in arrears on the first day of
each calendar month. Interest payable at the Post-Default Rate shall be payable
from time to time on demand.

        (b)     TERM LOAN.

                (i)     RATE. The Borrower promises to pay to the Lender
interest on the unpaid principal amount of the Term Loan, for the period from
and including the date of the making of such Term Loan to but excluding the date
such Term Loan shall be paid in full, at Adjusted LIBOR for such Loan for the
Interest Period therefor PLUS the Applicable Percentage.

Notwithstanding the foregoing, during the continuance of an Event of Default, at
the election of Lender, the Borrower shall pay to the Lender interest at the
Post-Default Rate on the outstanding principal amount of the Term Loan.

                (ii)    PAYMENT OF INTEREST. Accrued and unpaid interest on the
Term Loan shall be payable in arrears on the last day of each Interest Period
therefor. Interest payable at the Post-Default Rate shall be payable from time
to time on demand.

SECTION 2.5. REPAYMENT OF LOANS.

        (a)     REVOLVING CREDIT LOANS. The Borrower shall repay the entire
outstanding principal amount of, and all accrued but unpaid interest on, the
Revolving Credit Loans on the Revolving Credit Maturity Date. If the Revolving
Credit Loan is administered pursuant to the Lender's Sweep Plus Loan &
Investment Service, the terms of the sweep agreement executed in connection
therewith will govern the disbursement and repayment of the Revolving Credit
Loan.

        (b)     TERM LOAN. The Borrower shall repay the outstanding principal
amount of the Term Loan in 59 consecutive monthly installment payments of
$116,666.66 each, commencing on August 1, 2005 and the first Business Day of
each month thereafter. The entire remaining outstanding principal amount of the
Term Loan shall be due and payable in full on the 60th and final installment on
the Term Loan Maturity Date.

SECTION 2.6. PREPAYMENTS.

        (a)     REVOLVING CREDIT LOANS. The Borrower may prepay any Revolving
Credit Loan at any time without premium or penalty. The Borrower shall give the
Lender at least one Business Day's prior written notice of the voluntary
prepayment of any Revolving Credit Loan.

        (b)     TERM LOAN. Subject to Section 4.4., the Borrower may prepay all
or a portion of the Term Loan without penalty or premium. The Borrower shall
give the Lender at least one Business Day's prior written notice of any such
prepayment. Any such prepayment shall be applied to the Term Loan principal
installments in the inverse order of their scheduled maturities.


                                      -26


SECTION 2.7. CONTINUATION.

        So long as no Event of Default shall exist, the Term Loan shall
automatically Continue as a LIBOR Loan at the end of any applicable Interest
Period. Each new Continuation shall commence on the last day of the immediately
preceding Interest Period. If an Event of Default shall exist, such Loan will
automatically, on the last day of the current Interest Period therefor, Convert
into a Base Rate Loan notwithstanding anything to the contrary herein until such
time as such Event of Default is no longer continuing.

SECTION 2.8. NOTES.

        (a)     REVOLVING CREDIT NOTE. The Revolving Credit Loans shall, in
addition to this Agreement, also be evidenced by a promissory note of the
Borrower substantially in the form of Exhibit B (the "Revolving Credit Note")
payable to the order of the Lender in a principal amount equal to the amount of
the Revolving Credit Commitment as originally in effect and otherwise duly
completed.

        (b)     TERM NOTE. The Term Loan shall, in addition to this Agreement,
also be evidenced by a promissory note of the Borrower substantially in the form
of Exhibit C (the "Term Note"), payable to the order of the Lender in a
principal amount equal to the Term Loan Commitment, as originally in effect and
otherwise duly completed.

The date, amount, interest rate, Type and duration of Interest Periods (if
applicable) of each Loan, and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and such entries shall be
presumptive evidence of the amounts due and owing to Lender by Borrower, absent
manifest error; provided, however, that the failure of the Lender to make any
such record shall not affect the obligations of the Borrower under any of the
Loan Documents.

SECTION 2.9. AMOUNT LIMITATIONS.

        Notwithstanding any other term of this Agreement or any other Loan
Document, the Lender shall not be required to make a Revolving Credit Loan or
issue a Letter of Credit, if immediately after the making of such Revolving
Credit Loan or the issuance of such Letter of Credit, the sum of the aggregate
principal amount of all outstanding Revolving Credit Loans PLUS the aggregate
Letter of Credit Liabilities would exceed the amount of the Revolving Credit
Commitment at such time.

SECTION 2.10. VOLUNTARY REDUCTIONS OF THE REVOLVING CREDIT COMMITMENT.

        The Borrower shall have the right at any time to terminate or
permanently reduce, in whole or in part, the Revolving Credit Commitment without
penalty or premium, subject to Section 2.6.(a) hereof, in a minimum principal
amount of $5,000,000 (or, if less, the aggregate principal amount of Revolving
Credit Loans then outstanding) or any whole multiples of $1,000,000 in excess
thereof (or, if less, the aggregate principal amount of Revolving Credit Loans
then outstanding), upon not less than five Business Days prior written notice to
the Lender of each such termination or permanent reduction, which notice shall
specify the effective date thereof and the amount of any such reduction and
shall be irrevocable once given and effective


                                      -27


only upon receipt by the Lender. Each termination or permanent reduction
permitted pursuant to this Section 2.10. shall be accompanied by a payment of
principal sufficient to reduce the aggregate outstanding Revolving Credit Loans
such that, after giving effect to such termination or permanent reduction, the
aggregate outstanding amount of Revolving Credit Loans PLUS the aggregate Letter
of Credit Liabilities will not exceed the Revolving Credit Commitment, as
reduced. The Revolving Credit Commitment, once terminated or permanently reduced
may not be increased or reinstated.


            ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

SECTION 3.1. PAYMENTS.

        Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts to be made by the Borrower under this
Agreement or any other Loan Document shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim. In this connection,
in the event the Borrower utilizes the cash management services of the Lender
the Borrower hereby authorizes the Lender to make automatic debits of the
Borrower's principal operating account(s) maintained with Lender on the date on
which any such payment hereunder shall become due. Subject to Section 10.3., the
Borrower may, at the time of making each payment under this Agreement, specify
to the Lender the amounts payable by the Borrower hereunder to which such
payment is to be applied. If the due date of any payment under this Agreement or
any other Loan Document would otherwise fall on a day which is not a Business
Day such date shall be extended to the next succeeding Business Day and interest
shall be payable for the period of such extension.

SECTION 3.2. MINIMUM AMOUNTS.

        Unless the Sweep Plus Loan & Investment Service is in effect, each
borrowing and continuation of Revolving Credit Loans shall be a minimum amount
of $100,000 and integral multiples of $10,000 in excess thereof. Each voluntary
prepayment of a Revolving Credit Loan or the Term Loan shall be in a minimum
amount of $100,000 and integral multiples of $10,000 in excess thereof (or, if
less, the aggregate principal amount of Loans then outstanding). If the Sweep
Plus Loan & Investment Service is in effect, disbursements and continuation of
Revolving Credit Loans shall be made in accordance therewith (but there shall be
no obligation to utilize the Sweep Plus Loan and Investment Service).

SECTION 3.3. FEES.

        (a)     UNUSED FEE. The Borrower agrees to pay to the Lender an unused
fee (the "Unused Fee") equal to the product of (i) the average daily unused
amount of the Revolving Credit Commitment available to be drawn MULTIPLIED BY
(ii) the Applicable Percentage for the period from and including the Agreement
Date to, but excluding, the date the Revolving Credit Commitment is terminated
or reduced to zero or the Revolving Credit Maturity Date. The Unused Fee shall
be paid in arrears on (i) October 1, 2005 and on the first Business Day of each
of Borrower's fiscal quarters thereafter, and (ii) on the Revolving Credit
Maturity Date. For the avoidance of doubt, Letters of Credit issued under this
Agreement shall constitute usage for purposes of calculating the Unused Fee.


                                      -28


        (b)     FACILITY FEE. On the Agreement Date, the Borrower shall pay to
the Lender a facility fee equal to (i) the Revolving Credit Commitment PLUS the
Term Loan Commitment MULTIPLIED BY (ii) 0.5%.

        (c)     LETTER OF CREDIT FEE. The Borrower agrees to pay to the Lender
an annual issuance fee with respect to Letters of Credit at a rate per annum
equal to the Applicable Percentage for LIBOR Loans MULTIPLIED BY the Stated
Amount of each Letter of Credit. The fee provided for in the immediately
preceding sentence shall be payable in advance on (i) the issuance date of such
Letter of Credit for the period from the issuance date until and including its
stated maturity, (ii) the renewal date of such Letter of Credit for the period
from the renewal date until and including its stated maturity, as renewed, and
(iii) the amendment date of such Letter of Credit, to the extent such amendment
extends the stated maturity date of such Letter of Credit, for the period from
the amendment date until and including its stated maturity, as amended. The
Borrower shall pay directly to the Lender from time to time on demand all
commissions, charges, costs and expenses in the amounts customarily charged by
the Lender from time to time in like circumstances with respect to the issuance
of each Letter of Credit, drawings, amendments and other transactions relating
thereto.

SECTION 3.4. COMPUTATIONS.

        Unless otherwise expressly set forth herein, any accrued interest on any
Loan, any Fees or any other Obligations due hereunder shall be computed on the
basis of a year of 360 days and the actual number of days elapsed.

SECTION 3.5. USURY.

        In no event shall the amount of interest due or payable on the Loans or
other Obligations exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or any other Loan Party or
received by the Lender, then such excess sum shall be credited as a payment of
principal, unless the Borrower shall notify the Lender in writing that the
Borrower elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the Borrower not pay and the Lender
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the Borrower under Applicable Law.

SECTION 3.6. AGREEMENT REGARDING INTEREST AND CHARGES.

        The parties hereto hereby agree and stipulate that the only charge
imposed upon the Borrower for the use of money in connection with this Agreement
is and shall be the interest specifically described in Section 2.4.
Notwithstanding the foregoing, the parties hereto further agree and stipulate
that all facility fees, closing fees, underwriting fees, default charges, late
charges, funding or "breakage" charges, increased cost charges, attorneys' fees
and reimbursement for costs and expenses paid by the Lender to third parties or
for damages incurred by the Lender, in each case in connection with the
transactions contemplated by this Agreement and the other Loan Documents, are
charges made to compensate the Lender for underwriting or administrative
services and costs or losses performed or


                                      -29


incurred, and to be performed or incurred, by the Lender in connection with this
Agreement and shall under no circumstances be deemed to be charges for the use
of money. All charges other than charges for the use of money shall be fully
earned and nonrefundable when due.

SECTION 3.7. STATEMENTS OF ACCOUNT.

        The Lender will account to the Borrower monthly with a statement of
Loans, accrued interest and Fees, charges and payments made pursuant to this
Agreement and the other Loan Documents. Unless Borrower notifies Lender in
writing of any objection to any such statement (specifically describing the
basis for such objection), within 20 days after receipt thereof, each and every
such statement shall (absent manifest error) shall be deemed conclusive upon
Borrower. The failure of the Lender to deliver such a statement of accounts
shall not relieve or discharge the Borrower from any of its obligations
hereunder.

SECTION 3.8. TAXES.

        (a)     TAXES GENERALLY. All payments by the Borrower of principal of,
and interest on, the Loans and all other Obligations shall be made free and
clear of and without deduction for any present or future excise, stamp or other
taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding
(i) franchise taxes, (ii) any taxes imposed on or measured by the Lender's
assets, net income, receipts or branch profits, and (iii) any taxes (other than
withholding taxes) with respect to the Lender that would not be imposed but for
a connection between the Lender and the jurisdiction imposing such taxes (other
than a connection arising solely by virtue of the activities of the Lender
pursuant to or in respect of this Agreement or any other Loan Document), and
(such non-excluded items being collectively called "Taxes"). If any withholding
or deduction from any payment to be made by the Borrower hereunder is required
in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

                (i)     pay directly to the relevant Governmental Authority the
full amount required to be so withheld or deducted;

                (ii)    promptly forward to the Lender an official receipt or
other documentation satisfactory to the Lender evidencing such payment to such
Governmental Authority; and

                (iii)   pay to the Lender for its account or the account of the
applicable Lender, as the case may be, such additional amount or amounts as is
necessary to ensure that the net amount actually received by the Lender or such
Lender will equal the full amount that the Lender or such Lender would have
received had no such withholding or deduction been required.

        (b)     TAX INDEMNIFICATION. If the Borrower fails to pay any Taxes when
due to the appropriate Governmental Authority or fails to remit to the Lender
the required receipts or other required documentary evidence, the Borrower shall
indemnify the Lender for any incremental Taxes, interest or penalties that may
become payable by the Lender as a result of any such failure.

        (c)     TAX FORMS. Prior to the date that any Participant or assignee
Lender organized under the laws of a jurisdiction outside the United States of
America acquires an interest in any


                                      -30


Loan or becomes a party hereto, such Person shall deliver to the Borrower and
the Lender such certificates, documents or other evidence, as required by the
Internal Revenue Code or Treasury Regulations issued pursuant thereto (including
Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate
successor forms), properly completed, currently effective and duly executed by
such Participant or assignee Lender establishing that payments to it hereunder
and under the Note are (i) not subject to United States Federal backup
withholding tax and (ii) not subject to United States Federal withholding tax
imposed under the Internal Revenue Code. Each such Participant or assignee
Lender shall, to the extent it may lawfully do so, (x) deliver further copies of
such forms or other appropriate certifications on or before the date that any
such forms expire or become obsolete and after the occurrence of any event
requiring a change in the most recent form delivered to the Borrower or the
Lender and (y) obtain such extensions of the time for filing, and renew such
forms and certifications thereof, as may be reasonably requested by the Borrower
or the Lender. The Borrower shall not be required to pay any amount pursuant to
last sentence of subsection (a) above to any Participant or Lender that is
organized under the laws of a jurisdiction outside of the United States of
America, if such Participant or Lender fails to comply with the requirements of
this subsection.

                       ARTICLE IV. YIELD PROTECTION, ETC.

SECTION 4.1. ADDITIONAL COSTS; CAPITAL ADEQUACY.

        (a)     ADDITIONAL COSTS. The Borrower shall promptly pay to the Lender
from time to time such amounts as the Lender may reasonably determine to be
necessary to compensate it for any costs incurred by the Lender that it
determines are attributable to its making or maintaining of any LIBOR Loans or
its obligation to make any LIBOR Loans hereunder, any reduction in any amount
receivable by the Lender under this Agreement or any of the other Loan Documents
in respect of any of the Loans or such obligation or the maintenance by the
Lender of capital in respect of the Loans or the Commitment (such increases in
costs and reductions in amounts receivable being herein called "Additional
Costs"), in each case to the extent resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to the Lender under
this Agreement or any of the other Loan Documents in respect of any of the Loans
or the Commitment (other than taxes, fees, duties, levies, imposts, charges,
deductions, withholdings or other charges which are excluded from the definition
of Taxes pursuant to the first sentence of Section 3.8.(a)); or (ii) imposes or
modifies any reserve, special deposit or similar requirements (other than
Regulation D of the Board of Governors of the Federal Reserve System or other
reserve requirement to the extent utilized in the determination of LIBOR Market
Index Rate or Adjusted LIBOR, as applicable, for such Loan) relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of, the Lender, or any commitment of the Lender (including, without
limitation, the Commitment); or (iii) has or would have the effect of reducing
the rate of return on capital of the Lender to a level below that which the
Lender could have achieved but for such Regulatory Change (taking into
consideration the Lender's policies with respect to capital adequacy).

        (b)     LENDER'S SUSPENSION OF LIBOR LOANS. Without limiting the effect
of the provisions of the immediately preceding subsection (a), if, by reason of
any Regulatory Change, the Lender either (i) incurs Additional Costs based on or
measured by the excess above a specified level of the amount of a category of
deposits or other liabilities of it that includes


                                      -31


deposits by reference to which the interest rate on LIBOR Loans is determined as
provided in this Agreement or a category of extensions of credit or other assets
of the Lender that includes LIBOR Loans or (ii) becomes subject to restrictions
on the amount of such a category of liabilities or assets that it may hold,
then, if the Lender so elects by notice to the Borrower, the obligation of the
Lender to make or Continue any LIBOR Loans hereunder shall be suspended until
such Regulatory Change ceases to be in effect (in which case the provisions of
Section 4.5. shall apply).

        (c)     NOTIFICATION AND DETERMINATION OF ADDITIONAL COSTS. The Lender
agrees to notify the Borrower of any event occurring after the Agreement Date
entitling the Lender to compensation under any of the preceding subsections of
this Section as promptly as practicable; provided that the Borrower shall not be
required to compensate the Lender under this Section for any Additional Costs
incurred more than 120 days prior to the date that the Lender notifies the
Borrower of the incurrence of such Additional Costs and of the Lender's
intention to claim compensation therefor. The Lender agrees to furnish to the
Borrower a certificate setting forth the basis and amount of each request by the
Lender for compensation under this Section. Absent manifest error,
determinations by the Lender of the effect of any Regulatory Change shall be
conclusive, provided that such determinations are made on a reasonable basis and
in good faith.

SECTION 4.2. SUSPENSION OF LIBOR LOANS.

        Anything herein to the contrary notwithstanding, if, on or prior to the
determination of any Adjusted LIBOR Rate for any Interest Period:

        (a)     the Lender reasonably determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining Adjusted LIBOR for
such Interest Period, or

        (b)     the Lender reasonably determines (which determination shall be
conclusive) that Adjusted LIBOR will not adequately and fairly reflect the cost
to the Lender of making or maintaining LIBOR Loans for such Interest Period;

then the Lender shall give the Borrower prompt notice thereof and, so long as
such condition remains in effect, the Lender shall be under no obligation to,
and shall not, make additional LIBOR Loans or Continue LIBOR Loans and the
Borrower shall, on the last day of each current Interest Period for each
outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Base
Rate Loan.

SECTION 4.3. ILLEGALITY.

        Notwithstanding any other provision of this Agreement, if the Lender
shall reasonably determine (which determination shall be conclusive and binding)
that it has become unlawful for the Lender to honor its obligation to make or
maintain LIBOR Loans hereunder, then the Lender shall promptly notify the
Borrower thereof and the Lender's obligation to make or Continue, or to Convert
Loans of any other Type into, LIBOR Loans shall be suspended until such time as
the Lender may again make and maintain LIBOR Loans (in which case the provisions
of Section 4.5. shall be applicable).


                                      -32


SECTION 4.4. COMPENSATION.

        The Borrower shall pay to the Lender, upon the request, such amount or
amounts as shall be sufficient (in the reasonable opinion of the Lender) to
compensate it for any loss, cost or expense that it reasonably determines is
attributable to:

        (a)     any payment or prepayment (whether mandatory or optional) of a
LIBOR Loan bearing interest at a rate based on Adjusted LIBOR, or Conversion of
a LIBOR Loan bearing interest at a rate based on Adjusted LIBOR, for any reason
(including, without limitation, acceleration) on a date other than the last day
of the Interest Period for such Loan, and exclusive of any scheduled repayment
of such Loans pursuant to Section 2.5 hereof; or

        (b)     any failure by the Borrower for any reason (including, without
limitation, the failure of any of the applicable conditions precedent specified
in Article V. to be satisfied) to borrow a LIBOR Loan bearing interest at a rate
based on Adjusted LIBOR on the requested date for such borrowing, or to Convert
a Base Rate Loan into a LIBOR Loan bearing interest at a rate based on Adjusted
LIBOR or Continue a LIBOR Loan bearing interest at a rate based on Adjusted
LIBOR on the requested date of such Conversion or Continuation.

Upon the Borrower's request, the Lender shall provide the Borrower with a
statement setting forth the basis for requesting such compensation and the
method for determining the amount thereof. Absent manifest error, determinations
by the Lender in any such statement shall be conclusive, provided that such
determinations are made on a reasonable basis and in good faith.

SECTION 4.5. TREATMENT OF AFFECTED LOANS.

        If the obligation of the Lender to make LIBOR Loans or to Continue LIBOR
Loans shall be suspended pursuant to Section 4.1.(b), 4.2. or 4.3., then all
LIBOR Loans shall be automatically Converted into Base Rate Loans immediately
(in the case of LIBOR Market Index Rate Loans) or on the last day of the then
current Interest Period (in the case of the Term Loan) (or, in the case of a
Conversion required by Section 4.1.(b) or 4.3., on such earlier date as the
Lender may specify to the Borrower) and, unless and until the Lender gives
notice as provided below that the circumstances specified in Section 4.1. or
4.3. that gave rise to such Conversion no longer exist:

        (a)     to the extent that LIBOR Loans have been so Converted, all
payments and prepayments of principal that would otherwise be applied to such
Lender's LIBOR Loans shall be applied instead to its Base Rate Loans; and

        (b)     all Loans that would otherwise be made or Continued as LIBOR
Loans shall be made or Continued instead as Base Rate Loans.

SECTION 4.6. CHANGE OF OFFICE.

        The Lender agrees that it will use reasonable efforts to designate an
alternate office with respect to any of its Loans affected by the matters or
circumstances described in Sections 3.8., 4.1. or 4.3. to reduce the liability
of the Borrower or avoid the results provided thereunder, so


                                      -33


long as such designation is not disadvantageous to the Lender as determined by
the Lender in its sole discretion.

SECTION 4.7. ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.

        Calculation of all amounts payable under this Article IV. In respect of
Term Loans that constitute LIBOR Loans shall be made as though the Lender had
actually funded such LIBOR Loans through the purchase of deposits in the
relevant market bearing interest at the rate applicable to such LIBOR Loans in
an amount equal to the amount of the LIBOR Loans and having a maturity
comparable to the relevant Interest Period; provided, however, that the Lender
may fund LIBOR Loans in any manner it sees fit and the foregoing assumption
shall be used only for calculation of amounts payable under this Article IV.

                         ARTICLE V. CONDITIONS PRECEDENT

SECTION 5.1. INITIAL CONDITIONS PRECEDENT.

        The obligation of the Lender to make any Loans or issue any Letters of
Credit is subject to the following conditions precedent:

        (a)     The Lender shall have received each of the following, in form
and substance satisfactory to the Lender:

                (i)     Counterparts of this Agreement executed by each of the
parties hereto;

                (ii)    The Revolving Credit Note and the Term Note executed by
the Borrower, and complying with the provisions of Section 2.8.;

                (iii)   The Security Agreement executed by Borrower and the
Subsidiary Security Agreement executed by the Domestic Material Subsidiaries
together with (i) such UCC-1 financing statements as may be reasonably required
by the Lender in order to perfect the Lender's security interest in all of the
collateral described in the Security Agreement and in the Subsidiary Security
Agreement and (ii) a Perfection Certificate executed by Borrower.

                (iv)    The Guaranty executed by each Domestic Material
Subsidiary existing as of the Effective Date;

                (v)     The Pledge Agreement executed by the Borrower, together
with all certificates and stock powers, undated and executed in blank,
constituting Pledged Shares (as such term is defined in the Pledge Agreement)
required to be delivered to the Lender in accordance with the Pledge Agreement;

                (vi)    Each of the Mortgages executed by the applicable Loan
Parties;

                (vii)   The Environmental Indemnity Agreement executed by the
Loan Parties.


                                      -34


                (viii)  An opinion of outside counsel to the Loan Parties,
addressed to the Lender, addressing the matters set forth in Exhibit D, the
content of which shall be reasonably satisfactory to Lender;

                (ix)    The articles of incorporation, articles of organization,
certificate of limited partnership or other comparable organizational instrument
(if any) of Loan Party certified as of a recent date by the Secretary of State
of the jurisdiction of formation of such Loan Party;

                (x)     A certificate of good standing or certificate of similar
meaning with respect to each Loan Party issued as of a recent date by the
Secretary of State of the jurisdiction of formation of the Borrower or
Continuing Subsidiary, and certificates of qualification to transact business or
other comparable certificates issued by each Secretary of State (and any state
department of taxation, as applicable) of each jurisdiction in which any Loan
Party is required to be so qualified and where the failure to be so qualified
could reasonably be expected to have a Material Adverse Effect;

                (xi)    A certificate of incumbency signed by the Secretary or
Assistant Secretary (or other individual performing similar functions) of each
Loan Party with respect to each of the officers of such Loan Party authorized to
execute and deliver the Loan Documents to which such Loan Party is a party, and
in the case of the Borrower, the officers of the Borrower then authorized to
deliver Notices of Borrowing, Notices of Continuation and Notices of Conversion;

                (xii)   Copies certified by the Secretary or Assistant Secretary
of each Loan Party (or other individual performing similar functions) of (i) the
by-laws of such Loan Party, if a corporation, the operating agreement, if a
limited liability company, the partnership agreement, if a limited or general
partnership, or other comparable document in the case of any other form of legal
entity and (ii) all corporate, partnership, member or other necessary action
taken by such Loan Party to authorize the execution, delivery and performance of
the Loan Documents to which it is a party;

                (xiii)  The Fees then due and payable under Section 3.3., and
any other Fees payable to the Lender;

                (xiv)   A pro forma calculation showing compliance with the
financial covenants set forth in Section 9.1. hereof, calculated as of March 31,
2005, which shall include a reasonable estimate of fees and expenses incurred in
connection with this Agreement and which shall include in Consolidated Total
Senior Funded Debt the principal amount of Indebtedness owed to the Junior
Lenders that will be refinanced by proceeds of the Revolving Credit Loans on the
Effective Date.

                (xv)    A commitment for a lender's policy of title insurance
insuring each of the Mortgages and the parcels of real property described
therein, in such form and with such coverage endorsements, without standard
exceptions and containing only those exceptions which are reasonably acceptable
to the Lender, with evidence of payment of premium therefor;


                                      -35


                (xvi)   A recent ALTA land survey of each parcel of real
property described in the Mortgages, and evidence satisfactory to the Lender in
its sole discretion that none of the real property described in the Mortgages
lies in an area requiring special notices of flood hazard issues or evidence
that the Borrower has purchased flood hazard insurance;

                (xvii)  Phase I Environmental Site Assessment Reports with
respect to each parcel of real property described in the Mortgages;

                (xviii) Appraisals of each of the parcels of real property
described in the Mortgages and appraisals of the equipment pledged to the Lender
in accordance with the Security Agreement and the Subsidiary Security Agreement,
in form and substance and given by appraisers that are satisfactory to Lender;

                (xix)   a certificate from a Responsible Officer of the Borrower
certifying that, after giving effect to the borrowing of the Term Loan, the sum
of (a) 80% of the combined appraised market value of such real property PLUS (b)
75% of the appraised orderly liquidation value of the equipment pledged to the
Lender in connection with the Security Agreement and the Subsidiary Security
Agreement, would not be less than the amount outstanding under the Term Loan.

                (xx)    Evidence satisfactory to the Lender that the Borrower
and each Subsidiary shall have been released from all liabilities and
obligations under and in respect of Indebtedness (other than the Obligations and
other than liabilities and obligations expressly permitted under Section 9.3.),
including, without limitation, a pay-off letter, UCC termination statements and
other releases duly executed or authorized by CIT Group with respect to all
Indebtedness owing by the Borrower and its Subsidiaries to the CIT Lenders and
all Liens securing the same, all in form and substance satisfactory to the
Lender.

                (xxi)   A landlord waiver with respect to each location not
owned by the Borrower, but at which the assets of the Borrower may be located;

                (xxii)  A certificate or certificates of insurance of the Loan
Parties evidencing liability and casualty insurance meeting the requirements set
forth in the Loan Documents, including, without limitation, naming the Lender as
additional insured and loss payee;

                (xxiii) All agreements, documents and instruments evidencing, or
executed in connection with, the Subordinated Indebtedness and the Indebtedness
owing to FSG Bank, NA; and

                (xxiv)  Such other documents, agreements and instruments as the
Lender may reasonably request; PROVIDED, HOWEVER, that blocked account control
agreements with respect to the deposit accounts of the Borrower and its
Subsidiaries shall not be required.

        (b)     There shall not have occurred or become known to the Lender any
event, condition, situation or status since the date of the information
contained in the financial and business projections, budgets, pro forma data and
forecasts concerning the Borrower and its


                                      -36


Subsidiaries delivered to the Lender prior to the Agreement Date that has had or
could reasonably be expected to result in a Material Adverse Effect;

        (c)     No litigation, action, suit, investigation or other arbitral,
administrative or judicial proceeding shall be pending or threatened which could
reasonably be expected to (1) result in a Material Adverse Effect or (2)
restrain or enjoin, impose materially burdensome conditions on, or otherwise
materially and adversely affect the ability of any Loan Party to fulfill its
obligations under the Loan Documents to which it is a party; and

        (d)     The Borrower and the Continuing Subsidiaries shall have received
all approvals, consents and waivers, and shall have made or given all necessary
filings and notices as shall be required to consummate the transactions
contemplated hereby without the occurrence of any default under, conflict with
or violation of (1) any Applicable Law or (2) any agreement, document or
instrument to which any Loan Party is a party or by which any of them or their
respective properties is bound, except for such approvals, consents, waivers,
filings and notices the receipt, making or giving of which would not reasonably
be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin,
impose materially burdensome conditions on, or otherwise materially and
adversely affect the ability of any Loan Party to fulfill its obligations under
the Loan Documents to which it is a party.

SECTION 5.2. CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF CREDIT.

        The obligation of the Lender to make any Loan or issue any Letter of
Credit is subject to the further condition precedent that: (a) no Default or
Event of Default shall exist as of the date of the making of such Loan or the
issuance of such Letter of Credit or would exist immediately after giving effect
thereto; and (b) the representations and warranties made or deemed made by each
Loan Party in the Loan Documents to which any of them is a party, shall be true
and correct in all material respects on and as of the date of the making of such
Loan or the issuance of such Letter of Credit with the same force and effect as
if made on and as of such date except that (i) to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
in all material respects on and as of such earlier date) and (ii) to the extent
any materiality qualifier is contained in any such representations and
warranties, such representations and warranties shall be accurate in all
respects on and as of the date of such Credit Event. Each Credit Event shall
constitute a certification by the Borrower to the effect set forth in the
preceding sentence (both as of the date of the giving of notice relating to such
Credit Event and, unless the Borrower otherwise notifies the Lender prior to the
date of such Credit Event, as of the date of the occurrence of such Credit
Event). In addition, if such Credit Event is the making of a Loan or the
issuance of a Letter of Credit, the Borrower shall be deemed to have represented
to the Lender at the time such Loan is made that all conditions to the
occurrence of such Credit Event contained in Section 5.2. have been satisfied.


                                      -37


                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

SECTION 6.1. REPRESENTATIONS AND WARRANTIES.

        In order to induce the Lender to enter into this Agreement and to make
Loans, the Borrower represents and warrants to the Lender as follows:

        (a)     ORGANIZATION; POWER; QUALIFICATION. Each of the Borrower and its
Continuing Subsidiaries is a corporation, partnership or other legal entity,
duly organized or formed, validly existing and in good standing under the
jurisdiction of its incorporation or formation, has the power and authority to
own or lease its respective properties and to carry on its respective business
as now being and hereafter proposed to be conducted and is duly qualified and is
in good standing as a foreign corporation, partnership or other legal entity,
and authorized to do business, in each jurisdiction in which the character of
its properties or the nature of its business requires such qualification or
authorization and where the failure to be so qualified or authorized could
reasonably be expected to have, in each instance, a Material Adverse Effect.

        (b)     OWNERSHIP STRUCTURE. As of the Agreement Date, Schedule
6.1.(b)(i) is a complete and correct list of all Continuing Subsidiaries of the
Borrower setting forth for each such Continuing Subsidiary, (i) the jurisdiction
of organization of such Continuing Subsidiary, (ii) each Person holding any
Equity Interests in such Continuing Subsidiary, (iii) the nature of the Equity
Interests held by each such Person, (iv) the percentage of ownership of such
Continuing Subsidiary represented by such Equity Interests and (v) whether such
Person is a Material Subsidiary. Except as disclosed in such Schedule, as of the
Agreement Date (i) each of the Borrower and its Continuing Subsidiaries owns,
free and clear of all Liens (other than Permitted Liens), and has the
unencumbered right to vote, all outstanding Equity Interests in each Person
shown to be held by it on such Schedule, (ii) all of the issued and outstanding
capital stock of each such Person organized as a corporation is validly issued,
fully paid and nonassessable and (iii) there are no outstanding subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind for
the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, any such Person.
Further, as of the Agreement Date, Schedule 6.1(b)(ii) sets forth all
Discontinued Subsidiaries.

        (c)     AUTHORIZATION OF AGREEMENT, ETC. The Borrower has the right and
power, and has taken all necessary action to authorize it, to borrow and obtain
other extensions of credit hereunder. The Borrower and each other Loan Party has
the right and power, and has taken all necessary action to authorize it, to
execute, deliver and perform each of the Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions
contemplated hereby and thereby. The Loan Documents to which the Borrower or any
other Loan Party is a party have been duly executed and delivered by the duly
authorized officers of such Person and each is a legal, valid and binding
obligation of such Person enforceable against such Person in accordance with its
respective terms except as the same may be limited by bankruptcy, insolvency,
and other similar laws affecting the rights of creditors generally and the
availability of equitable remedies for the enforcement of certain obligations
(other than the payment of principal) contained herein or therein and as may be
limited by equitable principles generally.


                                      -38


        (d)     COMPLIANCE OF LOAN DOCUMENTS WITH LAWS, ETC. The execution,
delivery and performance of each Loan Document to which any Loan Party is a
party in accordance with its respective terms and the borrowings and other
extensions of credit hereunder do not and will not, by the passage of time, the
giving of notice, or both: (i) require any Governmental Approval or violate any
Applicable Law relating to any Loan Party; (ii) conflict with, result in a
breach of or constitute a default under the organizational documents of any Loan
Party, or any indenture, material agreement or other instrument to which any
Loan Party is a party or by which it or any of its respective properties may be
bound; or (iii) result in or require the creation or imposition of any Lien upon
or with respect to any property now owned or hereafter acquired by any Loan
Party.

        (e)     COMPLIANCE WITH LAW; GOVERNMENTAL APPROVALS. The Borrower and
each Subsidiary is in compliance with all Applicable Laws except for
noncompliances which could not, individually or in the aggregate, reasonably be
expected to cause a Default or Event of Default or have a Material Adverse
Effect.

        (f)     TITLE TO PROPERTIES; LIENS. The Borrower and each Continuing
Subsidiary has good, marketable and legal title to, or a valid leasehold
interest in, its respective assets. As of the Agreement Date, there are no Liens
against any assets of the Borrower or any Subsidiary except for the Permitted
Liens, including the Permitted Liens listed on Schedule 6.1.(f).

        (g)     EXISTING INDEBTEDNESS. Schedule 6.1.(g) is, as of the Agreement
Date, a complete and correct listing of all Indebtedness of the Borrower and
each Subsidiary. As of the Agreement Date, the Borrower and its Subsidiaries
have performed and are in compliance with all of the terms of such Indebtedness
and all instruments and agreements relating thereto, and no default or event of
default, or event or condition which with the giving of notice, the lapse of
time, or both, would constitute such a default or event of default, exists with
respect to any such Indebtedness.

        (h)     LITIGATION. Except as set forth on Schedule 6.1.(h), there are
no actions, suits, investigations or proceedings pending (nor, to the knowledge
of the Borrower, are there any actions, suits or proceedings threatened, nor to
the knowledge of the Borrower is there any basis therefor) against or in any
other way relating adversely to or affecting the Borrower or any Subsidiary or
any of their respective property in any court or before any arbitrator of any
kind or before or by any other Governmental Authority which could reasonably be
expected to have a Material Adverse Effect.

        (i)     TAXES. All federal, state and other tax returns of the Borrower
or any Continuing Subsidiary required by Applicable Law to be filed have been
duly filed, and all federal, state and other taxes, assessments and other
governmental charges or levies upon the Borrower or any Subsidiary and their
respective properties, income, profits and assets which are due and payable have
been paid, except any such nonpayment which is at the time permitted under
Section 7.6. All federal, state and other tax returns of all Discontinued
Subsidiaries required by Applicable Law to be filed have been duly filed, and
all federal, state and other taxes, assessments and other governmental charges
or levies upon the Discontinued Subsidiaries and their respective


                                      -39


properties, income, profits and assets which are due and payable have been paid
except, in each case, where the failure to so file such returns or pay such
taxes, assessments or other charges or levies would not have a Material Adverse
Effect or which would otherwise be permitted by Section 7.6. hereof.

        (j)     FINANCIAL STATEMENTS. The Borrower has furnished to the Lender
copies of (i) the audited consolidated and consolidating balance sheet of the
Borrower and its consolidated Subsidiaries for the fiscal year ending December
31, 2004, and the related audited consolidated statements of operations, cash
flows and shareholders' equity of the Borrower and its consolidated Subsidiaries
for the fiscal year ending on such dates, with the opinion thereon of Joseph
Decosimo and Company, PPLC, along with an unaudited consolidating balance sheet
for the end of the fiscal year ending December 31, 2004, and (ii) the unaudited
consolidated and consolidating balance sheet of the Borrower and its
consolidated Subsidiaries for the fiscal quarter ending March 31, 2005, and the
related unaudited consolidated statements of operations, cash flows and
shareholders' equity (and consolidating statements of operations) of the
Borrower and its consolidated Subsidiaries for the period of one fiscal quarter
ending on such date. Such financial statements (including in each case related
schedules and notes) are complete and correct and present fairly, in accordance
with GAAP consistently applied throughout the periods involved, the consolidated
financial position of the Borrower and its consolidated Subsidiaries, as at
their respective dates and the results of operations and the cash flow of the
Borrower and its consolidated Subsidiaries for such periods (subject, as to
interim statements, to changes resulting from normal year-end audit adjustments
and the absence of footnotes).

        (k)     NO MATERIAL ADVERSE CHANGE. Since March 31, 2005, there has been
no material adverse change in the business, assets, liabilities, financial
condition, results of operations, business or prospects of the Borrower and its
Subsidiaries, taken as a whole. Each of the Borrower and its Continuing
Subsidiaries is Solvent.

        (l)     ERISA. Each member of the ERISA Group is in compliance with its
obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Plan, except in each case for noncompliances which could not reasonably be
expected to have a Material Adverse Effect. As of the Agreement Date, no member
of the ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Internal Revenue Code
or (iii) incurred any liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA.

        (m)     NOT PLAN ASSETS; NO PROHIBITED TRANSACTION. None of the assets
of the Borrower or any Subsidiary constitute "plan assets" within the meaning of
ERISA, the Internal Revenue Code and the respective regulations promulgated
thereunder. In this connection, the Lender represents and warrants to the
Borrower that at least one of the following statements in an


                                      -40


accurate representation as to the source of funds to be used by the Lender in
connection with the financing hereunder (referred to in this Section 6.1.(m) as
a "Source"):

                (i)     the Source does not include assets of any employee
benefit plan, other than a plan exempt from the coverage of ERISA;

                (ii)    the Source is either a "plan" as such term is defined in
Section 3(3) of ERISA or Section 4975(e) of the Code (an "ERISA Plan"), more
than one ERISA Plan or a separate account or trust fund comprised of one or more
ERISA Plans, each of which has been identified to the Group Companies in writing
pursuant to this paragraph (ii);

                (iii)   the Source is an "insurance company general account" as
the term is defined in Prohibited Transaction Exemption ("PTE") 95-60 (issued
July 12, 1995 as amended by PTE 2002-13 ("PTE 95-60")) in respect of which the
reserves and liabilities for the general account contract(s) held by or on
behalf of any ERISA Plan (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance Commissioners (the
"NAIC Annual Statement"), together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any
ERISA Plan maintained by the same employer (or affiliate thereof with the
meaning of Section V(a) of PTE 95-60) or by the same employee organization in
the general account to not exceed 10% of the total reserves and liabilities of
the general account (exclusive of separate account liabilities) plus surplus as
set forth in the NAIC Annual Statement filed with your state of domicile;

                (iv)    the Source is a separate account of an insurance company
that is maintained by the Lender solely in connection with such Lender's fixed
contractual obligations under which the amounts payable, or credited, to an
ERISA Plan (or its related trust) that has any interest in such separate account
(or to any participant or beneficiary of such ERISA Plan (including any
annuitant) are not affected in any manner by the investment performance of the
separate account;

                (v)     the Source is either (x) an insurance company pooled
separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or
(y) a bank collective investment fund, within the meaning of the PTE 91-38
(issued July 12, 1991) and, except as the Lender has disclosed to the Group
Companies in writing pursuant to this paragraph (v), no ERISA Plan or group of
ERISA Plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or

                (vi)    the Source constitutes assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a "qualified
professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM
Exemption), no ERISA Plan's assets that are included in such investment fund,
when combined with the assets of all other ERISA Plans established or maintained
by the same employer or by an affiliate (within the meaning of Section V(c)(1)
of the QPAM Exemption) of such employer or by the same employee organization and
managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Section I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled by the QPAM
(applying the definition of "control" in Section


                                      -41


V(e) of the QPAM Exemption) owns a 5% or more interest in any Borrower and (x)
the identity of such QPAM and (y) the names of all ERISA Plans whose assets are
included in such investment fund have been disclosed to the Group Companies in
writing pursuant to this paragraph (vi);

                (vii)   the Source constitutes assets of a "plan" or more than
one "plan with the meaning of Part IV of PTE 96-23 (the "INHAM Exemption")
managed by an "in-house asset manager" or "INHAM", within the meaning of Part IV
of the INHAM Exemption, the conditions of Section I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of "control" in Section IV(d)
of the INHAM Exemption) owns a 5% or more interest in any Borrower and (i) the
identity of such INHAM and (ii) the name(s) of the ERISA Plan(s) whose assets
constitute the Source have been disclosed to the Group Companies in writing
pursuant to this paragraph (vii); or

                (viii)  the Source is a governmental plan. As used in this
Section 6.1.(m), the terms "governmental plan", "party in interest" and
"separate account" shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

The execution, delivery and performance of this Agreement and the other Loan
Documents, and the borrowing and repayment of amounts hereunder, do not and will
not constitute "prohibited transactions" under ERISA or the Internal Revenue
Code.

        (n)     ABSENCE OF DEFAULTS. Neither the Borrower nor any Continuing
Subsidiary is in default under its organizational documents, and no event has
occurred, which has not been remedied, cured or waived, which, in any such case:
(i) constitutes a Default or an Event of Default; or (ii) constitutes, or which
with the passage of time, the giving of notice, a determination of materiality,
the satisfaction of any condition, or any combination of the foregoing, would
constitute, a default or event of default by the Borrower or any Continuing
Subsidiary under any agreement (other than this Agreement) or judgment, decree
or order to which the Borrower or any Continuing Subsidiary is a party or by
which the Borrower or any Continuing Subsidiary or any of their respective
properties may be bound where such default or event of default could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

        (o)     ENVIRONMENTAL LAWS. Each of the Borrower and its Subsidiaries
has obtained all Governmental Approvals which are required under Environmental
Laws and is in compliance with all terms and conditions of such Governmental
Approvals which the failure to obtain or to comply with could reasonably be
expected to have a Material Adverse Effect.

        (p)     INVESTMENT COMPANY; PUBLIC UTILITY HOLDING COMPANY. Neither the
Borrower nor any Continuing Subsidiary is (i) an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, (ii) a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject
to any other Applicable Law which purports to regulate or restrict its ability
to borrow money or to


                                      -42


consummate the transactions contemplated by this Agreement or to perform its
obligations under any Loan Document to which it is a party.

        (q)     MARGIN STOCK. Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate, incidental or ultimate, of buying or
carrying "margin stock" within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System.

        (r)     AFFILIATE TRANSACTIONS. Except as permitted by Section 9.11.,
neither the Borrower nor any Continuing Subsidiary is a party to or bound by any
agreement or arrangement (whether oral or written) to which any Affiliate of the
Borrower or of a Subsidiary is a party (other than the Borrower or a Continuing
Subsidiary).

        (s)     INTELLECTUAL PROPERTY. Each of the Borrower and each Subsidiary
owns or has the right to use, under valid license agreements or otherwise, all
material patents, licenses, franchises, trademarks, trademark rights, trade
names, trade name rights, trade secrets and copyrights (collectively,
"Intellectual Property") necessary to the conduct of its businesses as now
conducted and as contemplated by the Loan Documents, without known conflict with
any patent, license, franchise, trademark, trade secret, trade name, copyright,
or other proprietary right of any other Person.

        (t)     BUSINESS. As of the Agreement Date, the Borrower and its
Continuing Subsidiaries are primarily engaged in the business of manufacturing
vehicle towing and recovery equipment, together with other business activities
incidental or reasonably related thereto.

        (u)     BROKER'S FEES. No broker's or finder's fee, commission or
similar compensation will be payable with respect to the transactions
contemplated hereby. No other similar fees or commissions will be payable by any
Loan Party for any other services rendered to the Borrower or any of its
Continuing Subsidiaries ancillary to the transactions contemplated hereby.

        (v)     ACCURACY AND COMPLETENESS OF INFORMATION. The written
information, reports and data (excluding financial projections and other forward
looking statements) furnished to the Lender by, on behalf of, or at the
direction of, the Borrower or any Subsidiary in connection with or relating in
any way to this Agreement, (as modified or supplemented by other information so
furnished) does not (or, if such information, reports and data are furnished in
separate instruments, writings or transmissions but are furnished at
approximately the same time and are reasonably related to one another, such
information, reports and data taken as a whole do not) contain any untrue
statement of a fact material to the creditworthiness of the Borrower or any
Subsidiary or omitted to state a material fact necessary in order to make such
statements contained therein, in light of the circumstances under which they
were made, not misleading. All financial statements and other financial
information (excluding financial projections and other forward looking
statements) furnished to the Lender by, on behalf of, or at the direction of,
the Borrower or any Subsidiary in connection with or relating in any way to this
Agreement, present fairly, in accordance with GAAP consistently applied
throughout the periods involved, the financial position of the Persons involved
as at the date thereof and the results of operations for such periods. All
financial projections and other forward looking statements prepared by or on


                                      -43


behalf of the Borrower or any Subsidiary that have been or may hereafter be made
available to the Lender were or will be prepared in good faith based on
reasonable assumptions. As of the Effective Date, no fact is known to the
Borrower which has had, or may in the future have (so far as the Borrower can
reasonably foresee), a Material Adverse Effect which has not been set forth in
the financial statements referred to in Section 6.1.(j) or in such information,
reports or other papers or data or otherwise disclosed in writing to the Lender.

        (w)     NON-MATERIAL SUBSIDIARIES.

        Neither (i) the aggregate amount of Consolidated EBITDA for the
Four-Quarter Period most recently ended nor (ii) the aggregate amount of
Consolidated Assets in each case, directly or indirectly, attributable to
Domestic Subsidiaries that are not Guarantors and to First-Tier Foreign
Subsidiaries, 65% of whose Equity Interests have not been pledged pursuant to a
Pledge Agreement, exceeds 10% of Consolidated EBITDA for the Four-Quarter Period
most recently ended or 15% of Consolidated Assets of the Borrower and all of its
Subsidiaries, respectively, subject to the right of Borrower after the Effective
Date under Section 7.15. (x) to have Domestic Subsidiaries execute Accession
Agreements and become Guarantors or (y) to cause 65% of the Equity Interests of
a First-Tier Foreign Subsidiary to be pledged pursuant to a Pledge Agreement, in
order to make this representation accurate.

        (x)     CERTIFICATES, ETC.

        All statements contained in any certificate, financial statement,
document, instrument or agreement delivered by or on behalf of the Borrower, any
Continuing Subsidiary or any other Loan Party to the Lender pursuant to or in
connection with this Agreement or any of the other Loan Documents (including,
but not limited to, any such statement made in or in connection with any
amendment thereto or any statement contained in any certificate, financial
statement or other instrument delivered by or on behalf of the Borrower prior to
the Agreement Date and delivered to the Lender in connection with the
underwriting or closing of the transactions contemplated hereby but excluding
financial projections and other forward looking statements) are true and
accurate in all material respects on and as of the date when made.

SECTION 6.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.

        All representations and warranties made under this Agreement and the
other Loan Documents shall be deemed to be made at and as of the Agreement Date,
the Effective Date, and the date of the occurrence of any Credit Event, except
to the extent that such representations and warranties expressly relate solely
to an earlier date (in which case such representations and warranties shall have
been true and accurate in all material respects on and as of such earlier date).
All such representations and warranties made or deemed made in this Agreement
and the other Loan Documents shall survive the effectiveness of this Agreement,
the execution and delivery of the Loan Documents and the making of the Loans.

                       ARTICLE VII. AFFIRMATIVE COVENANTS

        For so long as this Agreement is in effect, the Borrower shall comply
with the following covenants:


                                      -44


SECTION 7.1. PRESERVATION OF EXISTENCE AND SIMILAR MATTERS.

        Except as otherwise permitted under Section 9.6., the Borrower shall,
and shall cause each Continuing Subsidiary to, preserve and maintain its
respective existence, rights, franchises, licenses and privileges in the
jurisdiction of its incorporation or formation and qualify and remain qualified
and authorized to do business in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification and
authorization and where the failure to be so authorized and qualified could
reasonably be expected to have a Material Adverse Effect.

SECTION 7.2. COMPLIANCE WITH APPLICABLE LAW.

        The Borrower shall, and shall cause each Subsidiary to, comply with all
Applicable Laws, including the obtaining of all Governmental Approvals, the
failure with which to comply could reasonably be expected to have a Material
Adverse Effect.

SECTION 7.3. MAINTENANCE OF PROPERTY.

        In addition to the requirements of any of the other Loan Documents, the
Borrower shall, and shall cause each Continuing Subsidiary to, (a) protect and
preserve all of its material properties and maintain in good repair, working
order and condition all material tangible properties, ordinary wear and tear
excepted, and (b) make or cause to be made all needed and appropriate repairs,
renewals, replacements and additions to such properties, so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times. The occurrence of an accidental casualty event with respect to
properties of the Borrower and its Continuing Subsidiaries shall not constitute
a violation of clause (a) above.

SECTION 7.4. CONDUCT OF BUSINESS.

        The Borrower shall continue, and shall cause each of its Continuing
Subsidiaries to continue, to carry on their respective businesses as described
in Section 6.1.(t).

SECTION 7.5. INSURANCE.

        The Borrower shall, and shall cause each Loan Party to, maintain
insurance (on a replacement cost basis) with financially sound and reputable
insurance companies against such risks and in such amounts as is customarily
maintained by Persons engaged in similar businesses or as may be required by
Applicable Law, which such insurance shall name the Lender as additional insured
and loss payee and shall contain a clause or endorsement requiring the insurer
to give the Lender at least 30-days' prior written notice of the cancellation or
termination of same. In addition, if any portion of any of the real property
encumbered by the Mortgages is located in an area identified by the Federal
Emergency Management Agency as an area having special flood hazards and in which
flood insurance has been made available under the National Flood Insurance Act
of 1986 (or any amendment or successor act thereto), then Borrower shall cause
to be maintained with a financially sound and reputable insurer, flood insurance
in an amount sufficient to comply with all applicable rules and regulations
promulgated pursuant to such Act. The Borrower from time to time shall deliver
to the Lender upon its request a detailed


                                      -45


list, together with copies of all policies of the insurance then in effect,
stating the names of the insurance companies, the amounts and rates of the
insurance, the dates of the expiration thereof and the properties and risks
covered thereby. The Borrower shall deliver, or shall cause to be delivered,
concurrently with the delivery of the financial statements required pursuant to
Section 8.2., to the Lender a certificate or certificates of insurance
evidencing liability and casualty insurance meeting the requirements set forth
in the Loan Documents. In the event of foreclosure of the Mortgages or any other
transfer of title to the real property encumbered by the Mortgages in
extinguishment of the Obligations, all right, title, and interest of owners of
the real property encumbered by the Mortgages in and to all insurance policies
then in force with respect to the real property encumbered by the Mortgages,
shall pass to the purchaser of such real property or to the Lender. If any
casualty event shall occur that results in damage to, or loss or destruction of,
any tangible real or personal property constituting Collateral, and so long as
no Event of Default has occurred and is continuing, the Borrower may collect and
apply any insurance proceeds to the restoration, repair or replacement of such
Collateral provided that such restoration, repair or replacement is commenced
reasonably promptly after such casualty and is substantially completed within
one year following such casualty (or, if not then substantially completed within
one year, the Borrower shall deliver to the Lender a budget and timeline of
proposed expenditures for the remaining insurance proceeds and such budget and
timeline shall be reasonably satisfactory to the Lender). After the occurrence
and during the continuance of an Event of Default, the Lender may collect and
receive the proceeds from any such insurance policy or policies and apply such
proceeds in accordance with Section 10.4. hereof.

SECTION 7.6. PAYMENT OF TAXES AND CLAIMS.

        The Borrower shall, and shall cause each Continuing Subsidiary to, pay
and discharge when due (a) all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or upon any properties
belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers,
warehousemen and landlords for labor, materials, supplies and rentals which, if
unpaid, might become a Lien on any properties of such Person; PROVIDED, HOWEVER,
that the foregoing shall not require the payment or discharge of any such tax,
assessment, charge, levy or claim which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established on
the books of the Borrower or such Subsidiary, as applicable, in accordance with
GAAP. The Borrower shall cause each Discontinued Subsidiary to, pay and
discharge when due (a) all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or upon any properties belonging
to it, and (b) all lawful claims of materialmen, mechanics, carriers,
warehousemen and landlords for labor, materials, supplies and rentals which, if
unpaid, might become a Lien on any properties of such Person; PROVIDED, HOWEVER,
that the foregoing shall not require the payment or discharge of any such tax,
assessment, charge, levy or claim (i) which is being contested in good faith by
appropriate proceedings; or (ii) if the failure to make such payment or to cause
the discharge of such tax, assessment, charge, levy or claim would not have a
Material Adverse Effect.

SECTION 7.7. VISITS AND INSPECTIONS.

        The Borrower shall, and shall cause each Continuing Subsidiary to,
permit the Lender and representatives of the Lender, from time to time after
reasonable prior notice if no Event of


                                      -46


Default shall be in existence, as often as may be reasonably requested, but only
during normal business hours and at the expense of the Lender (unless a Default
or Event of Default shall exist, in which case the exercise by the Lender of its
rights under this Section shall be at the expense of the Borrower) to: (a) visit
and inspect all properties of the Borrower or such Continuing Subsidiary to the
extent any such right to visit or inspect is within the control of such Person;
(b) inspect and make extracts from their respective books and records, including
but not limited to management letters prepared by independent accountants; and
(c) discuss with its Responsible Officers and employees, and its independent
accountants, its business, properties, condition (financial or otherwise),
results of operations and performance.

SECTION 7.8. USE OF PROCEEDS.

        The Borrower shall use the proceeds of the Revolving Credit Loans only
(a) to refinance all of the Borrower's existing indebtedness and other
obligations owing to the CIT Lenders (and also to any Person that purchased and
holds a participation from the CIT Lenders in any of the loans under the CIT
Credit Agreement) under the CIT Credit Agreement, (b) to make payments of
principal and interest on the Subordinated Indebtedness to the extent permitted
under this Agreement, and (c) for general corporate uses arising in the ordinary
course of the Borrower's business. The Borrower shall use the proceeds of the
Term Loan only to refinance the Borrower's existing indebtedness and other
obligations owing to the CIT Lenders (and to any Persons that purchased
participations from the CIT Lenders in any of the loans) under the CIT Credit
Agreement. No part of the proceeds of any Loan will be used for the purpose of
buying or carrying "margin stock" within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System or to extend credit to others
for the purpose of purchasing or carrying any such margin stock.

SECTION 7.9. ENVIRONMENTAL MATTERS.

        The Borrower shall, and shall cause all of its Subsidiaries to, comply
with all Environmental Laws the failure with which to comply could reasonably be
expected to have a Material Adverse Effect. The Borrower shall, and shall cause
its Continuing Subsidiaries to, take promptly all actions necessary to prevent
the imposition of any Liens on any of their respective properties arising out of
or related to any Environmental Laws. The Borrower shall cause its Discontinued
Subsidiaries to take promptly all actions necessary to prevent the imposition of
any Liens on any of their respective properties arising out of or related to any
Environmental Laws; PROVIDED, HOWEVER, that the foregoing shall not require that
any such actions be taken if the failure to take such actions would not have a
Material Adverse Effect.

SECTION 7.10. BOOKS AND RECORDS.

        The Borrower shall, and shall cause each of its Continuing Subsidiaries
to, maintain books and records pertaining to its respective business operations
in such detail, form and scope as is consistent with good business practice and
in accordance with GAAP.

SECTION 7.11. FURTHER ASSURANCES.

        The Borrower shall, at the Borrower's cost and expense and upon request
of the Lender, execute and deliver or cause to be executed and delivered, to the
Lender such further


                                      -47


instruments, documents and certificates, and do and cause to be done such
further acts that may be reasonably necessary or advisable in the reasonable
opinion of the Lender to carry out more effectively the provisions and purposes
of this Agreement and the other Loan Documents.

SECTION 7.12. NEW SUBSIDIARIES/GUARANTORS.

        Within 30 days of any Person becoming a Domestic Material Subsidiary
after the Effective Date, the Borrower shall deliver to the Lender each of the
following items, each in form and substance satisfactory to the Lender: (a) an
Accession Agreement executed by such Domestic Material Subsidiary; (b) a
Subsidiary Security Agreement; and (c) the items that would have been delivered
under Sections 5.1.(a)(iv), (v), (vii) through (xii) if such Domestic Subsidiary
had been a Domestic Subsidiary on the Effective Date. Additionally, within 30
days of any Person becoming a First-Tier Foreign Material Subsidiary, the
Borrower shall deliver to the Lender a Pledge Agreement with respect to such
First-Tier Foreign Material Subsidiary.

SECTION 7.13. FOREIGN SUBSIDIARY DOCUMENTS.

        Within 45 days after the applicable reporting date on which the
Consolidated EBITDA for the fiscal quarter most recently ended directly or
indirectly attributable to a First-Tier Foreign Material Subsidiary, 65% of
whose Equity Interests have been pledge pursuant to a Pledge Agreement, exceeds
10% of the Consolidated EBITDA, the Borrower shall cause to be delivered to the
Lender the following: (a) an opinion of counsel licensed to practice law in the
jurisdiction where such First-Tier Foreign Material Subsidiary is incorporated
with respect to the pledge of such Equity Interests, (b) the articles of
incorporation, the articles of organization or another comparable organizational
instrument, certified as of a recent date by the appropriate governmental agency
of the jurisdiction of formation of such First-Tier Foreign Material Subsidiary,
and (c) a certificate of good standing or a certificate of similar meaning
issued as of a recent date by the appropriate governmental agency of the
jurisdiction of formation of such First-Tier Foreign Material Subsidiary, each
of which shall be in form and substance reasonably satisfactory to the Lender.

SECTION 7.14. DEPOSITORY INSTITUTION; SERVICE PROVIDER.

        The Borrower agrees to use its commercially reasonable best efforts to
utilize the Lender as its primary depository institution and its cash management
service provider within one year following the Agreement Date.

SECTION 7.15. LIMITATION ON NON-MATERIAL SUBSIDIARIES.

        The Borrowers shall cause (i) the aggregate amount of Consolidated
EBITDA for the Four-Quarter Period most recently ended and (ii) the aggregate
amount of Consolidated Assets, in the case of both (i) and (ii) above directly
or indirectly attributable to Domestic Subsidiaries that are Guarantors and to
First-Tier Foreign Subsidiaries, 65% of the Equity Interests of which have been
pledged pursuant to a Pledge Agreement, to equal or exceed 90% of Consolidated
EBITDA for the Four-Quarter Period most recently ended and equal or exceed 85%
of Consolidated Assets of the Borrowers and all of its Subsidiaries,
respectively; PROVIDED, HOWEVER, that, if at any time the Borrower shall fail to
comply with the foregoing covenant, and if the Borrower, within 30 days of such
failure, causes (x) Domestic Subsidiaries that are not


                                      -48


then Guarantors to execute Accession Agreements and become Guarantors in order
to comply with this covenant and/or (y) causes 65% of the Equity Interests of
First-Tier Foreign Subsidiaries to be pledged pursuant to a Pledge Agreement,
then, in such case, no Default or Event of Default shall result from such
failure to comply with this covenant.

                            ARTICLE VIII. INFORMATION

        For so long as this Agreement is in effect, the Borrower shall furnish
to the Lender:

SECTION 8.1. QUARTERLY FINANCIAL STATEMENTS.

        As soon as available and in any event within 5 days after the same is
required to be filed with the Securities and Exchange Commission (but in no
event later than 45 days after the end of each of the first, second and third
fiscal quarters of the Borrower), the unaudited consolidated and consolidating
balance sheet of the Borrower and its Subsidiaries as at the end of such period
and the related unaudited consolidated and consolidating statements of income,
and the unaudited consolidated statements of shareholders' equity and cash flows
of the Borrower and its Subsidiaries for such period (including without
limitation a calculation of Consolidated EBITDA on a consolidating basis),
setting forth in each case in comparative form the figures as of the end of and
for the corresponding periods of the previous fiscal year, all of which shall be
certified by the chief executive officer or chief financial officer of the
Borrower, in his or her opinion, to present fairly, in accordance with GAAP and
in all material respects, the consolidated financial position of the Borrower
and its Subsidiaries as at the date thereof and the results of operations for
such period (subject to normal year-end audit adjustments and the absence of
footnotes).

SECTION 8.2. YEAR-END STATEMENTS.

        As soon as available and in any event within 5 days after the same is
required to be filed with the Securities and Exchange Commission (but in no
event later than 90 days after the end of each fiscal year of the Borrower), the
audited consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such fiscal year and the related audited consolidated statements of
income, shareholders' equity and cash flows of the Borrower and its Subsidiaries
for such fiscal year, setting forth in comparative form the figures as at the
end of and for the previous fiscal year, all of which shall be certified by (a)
a Responsible Officer of the Borrower, in his or her opinion, to present fairly,
in accordance with GAAP, the consolidated financial position of the Borrower and
its Subsidiaries as at the date thereof and the results of operations for such
period and (b) Joseph Decosimo and Company, PPLC or other independent certified
public accountants of recognized national standing reasonably acceptable to the
Lender, whose certificate shall be unqualified and in scope and substance
reasonably satisfactory to the Lender. In addition, the audited financial
statements shall be accompanied by an unaudited consolidating balance sheet and
statement of operations prepared by the Borrower and presented by Borrower's
independent certified public accountants in supplemental schedules to Borrower's
fiscal year end audit.

SECTION 8.3. COMPLIANCE CERTIFICATE.

        At the time financial statements are furnished pursuant to Sections 8.1.
and 8.2., and if an Event of Default has occurred and is continuing, within 5
Business Days of the Lender's request with respect to any other fiscal period, a
certificate substantially in the form of Exhibit E (a


                                      -49


"Compliance Certificate") executed by the chief financial officer or any other
Responsible Officer on behalf of the Borrower: (a) setting forth in reasonable
detail as at the end of such quarterly accounting period, fiscal year, or other
fiscal period, as the case may be, the calculations required to establish
whether or not the Borrower was in compliance with the covenants contained in
Article IX. and also setting forth a calculation of Consolidated EBITDA and
consolidated assets on a consolidating basis (including without limitation, for
the fiscal quarter ending March 31, 2005), (b) stating that, to the best of his
or her knowledge, information and belief after due inquiry, no Default or Event
of Default exists, or, if such is not the case, specifying such Default or Event
of Default and its nature, when it occurred, whether it is continuing and the
steps being taken by the Borrower with respect to such event, condition or
failure.

SECTION 8.4. OTHER INFORMATION.

        (a)     MANAGEMENT REPORTS. Promptly upon receipt thereof, copies of all
management reports, if any, submitted to the Borrower or its Board of Directors
by its independent public accountants;

        (b)     SECURITIES FILINGS. The Borrower shall cause the Lender to be
named on the Borrower's "Investor List" and shall cause the Lender to receive
all Forms 10-K and 10-Q of the Borrower and all of the Borrower's press releases
simultaneously upon receipt of same by its shareholders;

        (c)     SHAREHOLDER INFORMATION. Promptly upon the mailing thereof to
the shareholders of the Borrower generally, copies of all financial statements,
reports and proxy statements so mailed by the Borrower or any Continuing
Subsidiary;

        (d)     ERISA. If and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution in excess of $250,000
to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
makes any amendment to any Plan or Benefit Arrangement which has resulted or
could result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer of the Borrower setting
forth details as to such occurrence and the action, if any, which the Borrower
or applicable member of the ERISA Group is required or proposes to take;


                                      -50


        (e)     LITIGATION. To the extent the Borrower or any Subsidiary is
aware of the same, prompt notice of the commencement of any proceeding or
investigation by or before any Governmental Authority and any action or
proceeding in any court or other tribunal or before any arbitrator against or in
any other way relating adversely to, or adversely affecting, the Borrower or any
Subsidiary or any of their respective properties, assets or businesses which
could reasonably be expected to have a Material Adverse Effect, and in any event
involving claims (not covered by insurance) greater than $2,000,000, and prompt
notice of the receipt of notice that any United States income tax returns of the
Borrower or any of its Subsidiaries are being audited;

        (f)     MODIFICATION OF ORGANIZATIONAL DOCUMENTS. A copy of any
amendment to the organizational documents of the Borrower or any other Loan
Party within 15 Business Days after the effectiveness thereof;

        (g)     CHANGE OF MANAGEMENT OR FINANCIAL CONDITION. Prompt notice of
any change in the senior management position of William G. Miller, Jeffery I.
Badgley or J. Vincent Mish with the Borrower and any change in the business,
assets, liabilities, financial condition, results of operations or business
prospects of the Borrower or any Continuing Subsidiary which has had or could
reasonably be expected to have a Material Adverse Effect;

        (h)     DEFAULT. Notice of the occurrence of any Default or Event of
Default promptly upon a Responsible Officer of the Borrower obtaining knowledge
thereof;

        (i)     JUDGMENTS. Prompt notice of any order, judgment or decree in
excess of $1,500,000 having been entered against the Borrower or any Subsidiary
or any of their respective properties or assets;

        (j)     NOTICE OF VIOLATIONS OF LAW. Prompt notice if the Borrower or
any Subsidiary shall receive any notification from any Governmental Authority
alleging a violation of any Applicable Law or any inquiry which, in either case,
could reasonably be expected to have a Material Adverse Effect;

        (k)     NEW SUBSIDIARIES. Prompt notice of any Person becoming a
Subsidiary;

        (l)     MATERIAL ASSET SALES. Prompt notice of the sale, transfer or
other disposition of any material assets of the Borrower or any Continuing
Subsidiary to any Person other than the Borrower or any Continuing Subsidiary;

        (m)     MATERIAL CONTRACTS. Promptly upon a Responsible Officer of the
Borrower or of any of its Subsidiaries obtaining knowledge thereof, notice of
the occurrence of any default or event of default occurring under or in
connection with any Material Contract.

        (n)     REPURCHASE AGREEMENTS AND CHASSIS FLOORPLAN AGREEMENTS. (i)
Promptly after receipt, any notice of default or notice of termination by reason
of a breach by the Borrower or a Continuing Subsidiary received by the Borrower
or its Continuing Subsidiaries in connection


                                      -51


with a Repurchase Agreement or a Chassis Floorplan Agreement; (ii) promptly upon
a Responsible Officer of the Borrower or of any Continuing Subsidiary obtaining
knowledge thereof, notice of any event that results in any obligation of the
Borrower or any Continuing Subsidiary to purchase or repurchase sold or leased
inventory or otherwise indemnify any Person in connection with any Repurchase
Agreement, and such obligation is greater than $1,000,000; and (iii) a copy of
each Repurchase Agreement and Chassis Floorplan Agreement entered into after the
Agreement Date by the Borrower and/or its Continuing Subsidiaries, promptly
after such Repurchase Agreement or Chassis Floorplan Agreement is entered into.

        (o)     OTHER INFORMATION. From time to time and promptly upon each
request, such data, certificates, reports, statements, documents or further
information regarding the business, assets, liabilities, financial condition,
results of operations or business prospects of the Borrower or any of its
Continuing Subsidiaries as the Lender may reasonably request, which may include,
but not limited to, accounts receivable agings, summary of unit sales and annual
budgets, provided, that so long as no Default or Event of Default exists, such
request for accounts receivable agings, summary of unit sales and annual budges
shall be not more frequently made than quarterly. After the occurrence of an
Event of Default, Lender may request, at the Borrower's cost and expense,
appraisals of the Borrower's real property encumbered by the Mortgages and the
equipment pledged to the Lender pursuant to the Security Agreement and the
Subsidiary Security Agreement; PROVIDED, HOWEVER, if such appraisals have been
conducted within one year of the date of such Event of Default and the results
of which have been delivered to the Lender, then the Lender will not be entitled
to request such appraisals.

                         ARTICLE IX. NEGATIVE COVENANTS

        For so long as this Agreement is in effect, the Borrower shall comply
with the following covenants:

SECTION 9.1. FINANCIAL COVENANTS.

        The Borrower shall not permit:

        (a)     MINIMUM CONSOLIDATED TANGIBLE NET WORTH. At any time after the
Agreement Date, its Consolidated Tangible Net Worth to be less than an amount
equal to (i) $30,000,000, PLUS (ii) 40% of Consolidated Net Income (determined
on a cumulative basis for all fiscal years of the Borrower but only calculated
once per year as of the end of each fiscal year, commencing with the fiscal year
ending December 31, 2005), PLUS (iii) 100% of the Net Proceeds of all Equity
Issuances effected by the Borrower and its Subsidiaries, but in any event
excluding from this clause (iii), the issuance, as compensation, of any Equity
Interests to employees or directors of the Borrower or its Subsidiaries;
PROVIDED, HOWEVER, that if Consolidated Net Income is negative in any fiscal
year, the amount added for such fiscal year shall be zero, and such negative
Consolidated Net Income shall not reduce the amount of Consolidated Net Income
accumulated in any previous fiscal year.

        (b)     MINIMUM CONSOLIDATED FIXED CHARGE COVERAGE RATIO. As of the end
of each fiscal quarter occurring after the Agreement Date, the Consolidated
Fixed Charge Coverage Ratio to be less than 1.25 TO 1.00.


                                      -52


        (c)     MAXIMUM CONSOLIDATED LEVERAGE RATIO. As of the end of each
fiscal quarter occurring after the Agreement Date, the Consolidated Leverage
Ratio to be greater than 2.00 TO 1.00.

SECTION 9.2. RESTRICTED PAYMENTS.

        The Borrower shall not, and shall not permit any of its Subsidiaries to,
declare or make any Restricted Payment; PROVIDED, HOWEVER, that:

        (a)     the Borrower's Subsidiaries may declare and make Restricted
Payments to the Borrower or any to Continuing Subsidiary so long as no Default
or Event of Default would result therefrom;

        (b)     the Borrower may make Restricted Payments in respect of its
Equity Interests in the nature of stock repurchase or redemptions, so long as
(i) no Default or Event of Default has occurred or would result therefrom and
(ii) the aggregate amount of all such repurchases or redemptions do not exceed
$2,000,000 during the term of this Agreement;

        (c)     the Borrower may declare and make dividend payments in respect
of its common stock so long as no Default or Event of Default has occurred or
would result therefrom; and

        (d)     Beginning with Borrower's 2006 fiscal year, and in each fiscal
year thereafter, and so long as no Default or Event of Default has occurred and
is continuing, Borrower may prepay the Subordinated Indebtedness owing to the
Junior Lenders during the then current fiscal year, in an amount such that (x)
the Consolidated Leverage Ratio as of the end of the immediately preceding
fiscal year (calculated for the purposes of this paragraph (d) by adding the
proposed amount of such prepayment to Consolidated Total Senior Funded Debt to
the extent funded with the proceeds of Indebtedness) does not exceed 1.25 TO
1.00, and (y) the Consolidated Fixed Charge Coverage Ratio as of the end of the
immediately preceding fiscal year (calculated for purposes of this paragraph (d)
by adding the proposed amount of such prepayment to Consolidated Fixed Charges)
is not less than 1.25 TO 1.00; PROVIDED, HOWEVER, that in no event shall the
aggregate amount of such prepayments in such fiscal year exceed $5,000,000. If
the Borrower desires to make any prepayments of such Subordinated Indebtedness
during a fiscal year, the Borrower shall so notify the Lender in writing of such
intent upon the delivery to the Lender of the year-end financial statements and
certificates delivered to the Lender pursuant to Sections 8.2. and 8.3. hereof
with respect to the preceding fiscal year. Such notice shall include a
calculation (in form and substance reasonably satisfactory to the Lender)
setting forth the maximum principal amount of such Subordinated Indebtedness
prepayment that is permitted to be made pursuant to, and in accordance with this
paragraph (d). The amount of the permitted Subordinated Indebtedness prepayment
may be paid by the Borrower in one or more installments during the course of
such fiscal year; PROVIDED, HOWEVER, that the notice required by the preceding
sentence shall set forth the proposed dates and amounts of such prepayments.


                                      -53


SECTION 9.3. INDEBTEDNESS.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
or FGR to, create, incur, assume or suffer to exist any Indebtedness, other than
the following:

        (a)     Indebtedness under the Loan Documents;

        (b)     Indebtedness existing on the Agreement Date and described on
Schedule 6.1(g), including (i) that certain letter of credit in the face amount
of $575,000.00 dated June 15, 2004 issued by FSG Bank, N.A. for the benefit of
Liberty Mutual Insurance Company; PROVIDED, HOWEVER, that such letter of credit
shall only be permitted by this Section 9.3 until December 31, 2005 and (ii) the
outstanding Subordinated Indebtedness owing to the Junior Lenders;

        (c)     intercompany Indebtedness owed to and held by the Borrower or a
Continuing Subsidiary; PROVIDED, HOWEVER, that (i) any subsequent issuance or
transfer of any Equity Interest which results in any such Continuing Subsidiary
ceasing to be a Continuing Subsidiary or any subsequent transfer of such
Indebtedness (other than to the Borrower or a Continuing Subsidiary) shall be
deemed, in each case, to constitute the incurrence of such Indebtedness by the
obligor thereon, (ii) if the Borrower is the obligor on such Indebtedness, such
Indebtedness is expressly subordinated to the prior payment in full of all
Obligations and (iii) if a Guarantor is the obligor on such Indebtedness, such
Indebtedness is expressly subordinated to the prior payment in full of all
obligations of such obligor with respect to its Guaranty;

        (d)     Indebtedness incurred in connection with a Derivative Contract
with Lender;

        (e)     [intentionally omitted];

        (f)     Capitalized Lease Obligations and Indebtedness secured by
purchase money security interests, provided that (i) the Liens securing such
Indebtedness attach only to the assets acquired by the incurrence of such
Indebtedness, and (ii) the aggregate outstanding amount of such Indebtedness and
Capitalized Lease Obligations do not to exceed $1,500,000 at any time;

        (g)     additional Subordinated Indebtedness in an amount not to exceed
$5,000,000 owing to the Junior Lenders, so long as such Indebtedness is
subordinated to the Obligations to the same extent as the Subordinated
Indebtedness outstanding on the Agreement Date pursuant to an addendum to the
Intercreditor Agreement;

        (h)     Indebtedness owing to FSG Bank, NA described on Schedule 6.1(g),
together with any refinancing, renewal or extension thereof, so long as: (i) the
principal amount thereof is not increased; (ii) the Liens, if any, securing such
refinanced, renewed or extended Indebtedness do not attach to any assets in
addition to those assets, if any, securing the Indebtedness to be refinanced,
renewed or extended; (iii) no Person that is not an obligor or guarantor of such
Indebtedness as of the Agreement Date shall be come an obligor or guarantor
thereof; and (iv) the terms of such refinancing, renewal or extension are no
less favorable to the Borrower or the Lender than the original Indebtedness;

        (i)     the Guaranties permitted pursuant to Section 9.9.;


                                      -54


        (j)     contingent inventory repurchase obligations incurred pursuant to
a Repurchase Agreement with respect to floorplan financing for Independent
Distributors and obligations incurred pursuant to a Chassis Floorplan Agreement;

        (k)     Indebtedness incurred by Jige International (i) in the nature of
lines of credit and overdraft facilities in an aggregate principal amount not to
exceed $500,000 (or its equivalent in Euros or francs) at any time outstanding
and (ii) in the nature of Capitalized Lease Obligations and purchase money
indebtedness in an aggregate principal amount not to exceed $500,000 (or its
equivalent in Euros or francs) at any time outstanding; PROVIDED, HOWEVER<184>
that in no event shall the aggregate amount of Indebtedness incurred by Jige
International, including Indebtedness incurred as of the Agreement Date, exceed
$1,000,000;

        (l)     Indebtedness incurred by Boniface Engineering, Ltd. (i) in the
nature of lines of credit and overdraft facilities in an aggregate principal
amount not to exceed $500,000 (or its equivalent in Pounds Sterling) at any time
outstanding and (ii) in the nature of Capitalized Lease Obligations and purchase
money indebtedness in an aggregate principal amount not to exceed $500,000 (or
its equivalent in Pounds Sterling) at any time outstanding; PROVIDED, HOWEVER,
that in no event shall the aggregate amount of Indebtedness incurred by Boniface
Engineering, Ltd., including Indebtedness incurred as of the Agreement Date,
exceed $1,000,000;

        (m)     other unsecured Indebtedness not to exceed $250,000 outstanding
at any time.

SECTION 9.4. INVESTMENTS.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
or FGR to, directly or indirectly, acquire, make or purchase any Investment, or
permit any Investment of such Person to be outstanding on and after the
Agreement Date, other than the following:

        (a)     Investments in Domestic Subsidiaries existing on the Agreement
Date and disclosed on Schedule 6.1.(b)(i);

        (b)     Investments in Foreign Subsidiaries existing on the Agreement
Date and disclosed on Schedule 6.1(b)(i), so long as the aggregate amount of
such Investments does not exceed $1,000,000 at any time;

        (c)     Investments in Wholly Owned Domestic Subsidiaries (other than
any Discontinued Subsidiary) of the Borrower so long as such Subsidiary complies
with Section 7.12. to the extent applicable;

        (d)     the sale, transfer or contribution of all or any portion of the
assets and/or Equity Interests of FGR to any Person in connection with the
formation of a joint venture between the Borrower or any Wholly-Owned Domestic
Subsidiary and such Person or any Affiliate thereof;

        (e)     Investments in Cash Equivalents;


                                      -55


        (f)     intercompany Indebtedness among the Borrower and its Continuing
Subsidiaries provided that such Indebtedness is permitted by the terms of
Section 9.3.;

        (g)     Permitted Acquisitions; and

        (h)     loans and advances to employees in the ordinary course of
business in an aggregate amount outstanding not to exceed $200,000 at any time.

SECTION 9.5. LIENS; NEGATIVE PLEDGES; OTHER MATTERS.

        (a)     The Borrower shall not, and shall not permit any Continuing
Subsidiary or FGR to, create, assume, incur or permit to exist any Lien (other
than Permitted Liens) upon any of its properties, assets, income or profits of
any character whether now owned or hereafter acquired.

        (b)     The Borrower shall not, and shall not permit any Continuing
Subsidiary or FGR to, enter into, assume or otherwise be bound by any Negative
Pledge except for a Negative Pledge contained in any agreement (i) evidencing
Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or
permit or suffer to exist under Section 9.3.; (ii) which Indebtedness is secured
by a Lien permitted to exist hereunder, (iii) which prohibits the creation of
any other Lien on only the property securing such Indebtedness as of the date
such agreement was entered into, and (iv) entered into by Jige International and
Boniface Engineering, Ltd. with respect to any assets securing any Indebtedness
permitted by Section 9.3.(k) or (l) hereof.

        (c)     The Borrower shall not, and shall not permit any Continuing
Subsidiary or FGR to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary to: (i) pay dividends or make any other distribution on any of
such Subsidiary's capital stock or other Equity Interests owned by the Borrower
or any Subsidiary; (ii) pay any Indebtedness owed to the Borrower or any
Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or
(iv) transfer any of its property or assets to the Borrower or any Subsidiary.

        (d)     The Borrower shall not permit the Discontinued Subsidiaries
(other than FGR) to have any ongoing business operations.

SECTION 9.6. MERGER, CONSOLIDATION, SALES OF ASSETS AND OTHER ARRANGEMENTS.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
to: (i) enter into any transaction of merger or consolidation; (ii) liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution); or (iii)
convey, sell, lease, sublease, transfer or otherwise dispose of, in one
transaction or a series of transactions, any of its assets, whether now owned or
hereafter acquired; PROVIDED, HOWEVER, that:

        (a)     The Borrower and its Continuing Subsidiaries may (i) sell
inventory in the ordinary course of business, (ii) sell Cash Equivalents, (iii)
sell or otherwise dispose obsolete or worn out property or other property not
necessary for operations, disposed of in the ordinary course of business and
having a fair market value not exceeding $250,000 in any fiscal year; (iv) sell
the Equity Interests or assets of any Discontinued Subsidiary owned by Borrower
or any


                                      -56


Continuing Subsidiary; (v) the Borrower may sell, transfer or dispose of all or
a portion of the assets or Equity Interests of FGR; and

        (b)     The Borrower may merge with, and may sell, transfer or dispose
of assets in the ordinary course of business to, a Continuing Subsidiary, and a
Continuing Subsidiary may merge with, and may sell, transfer or dispose of
assets in the ordinary course of business to, the Borrower or another Continuing
Subsidiary; PROVIDED, HOWEVER, if (x) the Borrower is a party to any such
merger, it shall be the survivor thereof, (y) a Domestic Subsidiary and a
Foreign Subsidiary are party to such merger, the Domestic Subsidiary shall be
the survivor thereof, and (z) the surviving entity is a Domestic Material
Subsidiary, such entity will reaffirm its obligations under the Guaranty or
deliver to the Lender an executed Accession Agreement, whichever is applicable.

SECTION 9.7. FISCAL YEAR; ACCOUNTING CHANGES.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
to, change its fiscal year from that in effect as of the Agreement Date,
PROVIDED that Boniface Engineering, Ltd. shall be permitted to change its fiscal
year end from March 31 to December 31. Further, Borrower shall not, and shall
not permit any Continuing Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP.

SECTION 9.8 MODIFICATIONS OF ORGANIZATIONAL DOCUMENTS.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
to, amend, supplement, restate or otherwise modify its articles or certificate
of incorporation, by-laws, operating agreement, declaration of trust,
partnership agreement or other applicable organizational document if such
amendment, supplement, restatement or other modification could reasonably be
expected to have a Material Adverse Effect.

SECTION 9.9. GUARANTIES.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
to, guaranty, endorse or otherwise in any way become or be responsible for any
obligations of any other Person, whether directly or indirectly by agreement to
purchase the Indebtedness of any other Person or through the purchase of goods,
supplies or services, or maintenance of working capital or other balance sheet
covenants or conditions, or by way of stock purchase, capital contribution,
advance or loan for the purpose of paying or discharging any Indebtedness or
obligation of such other Person or otherwise, other than the following: (a)
endorsements of instruments or items of payment for collection in the ordinary
course of business and (b) guaranties of the Obligations.

SECTION 9.10. CHANGES RELATING TO SUBORDINATED INDEBTEDNESS.

        The Borrower shall not change or amend the terms of any Subordinated
Indebtedness if the effect of such amendment is to: (a) increase the interest
rate on such Subordinated Indebtedness; (b) shorten the final maturity or
average life to maturity of, or require any payment of principal or interest to
be made earlier than the date originally scheduled on, such Subordinated
Indebtedness; (c) change any event of default or add any covenant with respect
to such Subordinated Indebtedness that is more onerous to the Borrower or that
is otherwise


                                      -57


adverse to the Lender; (d) change, amend or alter the subordination provisions
thereof; or (e) change, amend or alter any other term if such change, amendment
or alteration would materially increase the obligations of the obligor or confer
additional material rights on the holder of such Indebtedness in a manner
adverse to the Lender.

SECTION 9.11. TRANSACTIONS WITH AFFILIATES.

        The Borrower shall not, and shall not permit any of its Continuing
Subsidiaries to, permit to exist or enter into, any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate except (a) transactions permitted by this Agreement,
(b) compensation and indemnity agreements with officers, directors and employees
who are Affiliates, and (c) other transactions with Affiliates, so long as such
transactions are entered into or made in the ordinary course of and pursuant to
the reasonable requirements of the business of the Borrower or any of its
Continuing Subsidiaries and upon fair and reasonable terms which are no less
favorable to the Borrower or such Continuing Subsidiary than would be obtained
in a comparable arm's length transaction with a Person that is not an Affiliate.

SECTION 9.12. SPECULATIVE TRANSACTIONS.

        The Borrower shall not, and shall not permit any of its Continuing
Subsidiaries to, engage in any transaction involving commodity options or
futures contracts or any similar speculative transactions.

SECTION 9.13. ERISA EXEMPTIONS.

        The Borrower shall not, and shall not permit any Subsidiary to, permit
any of its respective assets to become or be deemed to be "plan assets" within
the meaning of ERISA, the Internal Revenue Code and the respective regulations
promulgated thereunder.

SECTION 9.14. SALE AND LEASEBACK TRANSACTIONS.

        The Borrower shall not, and shall not permit any Continuing Subsidiaries
to, directly or indirectly, enter into any arrangement with any Person providing
for the Borrower or such Continuing Subsidiary to lease or rent property that
the Borrower or such Continuing Subsidiary has sold or will sell or otherwise
transfer to such Person.

SECTION 9.15. MATERIAL CONTRACTS.

        The Borrower shall not, and shall not permit any Continuing Subsidiary
to, default in the performance of any of their obligations under any Material
Contract or permit any Material Contract or to be terminated prior to its stated
maturity.


                                      -58


                               ARTICLE X. DEFAULT

SECTION 10.1. EVENTS OF DEFAULT.

        Each of the following shall constitute an Event of Default, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of Applicable Law or pursuant to any judgment or order of
any Governmental Authority:

        (a)     DEFAULT IN PAYMENT OF PRINCIPAL. The Borrower shall fail to pay
when due (whether upon demand, at maturity, by reason of acceleration or
otherwise) the principal of any of the Loans and such failure shall continue for
a period of five days.

        (b)     DEFAULT IN PAYMENT OF INTEREST AND OTHER OBLIGATIONS. The
Borrower shall fail to pay when due any interest on any of the Loans or any of
the other payment Obligations owing by the Borrower under this Agreement or any
other Loan Document, or any other Loan Party shall fail to pay when due any
payment Obligation owing by such other Loan Party to the Lender under any Loan
Document to which it is a party, and such failure shall continue for a period of
five days.

        (c)     DEFAULT IN PERFORMANCE. (i) The Borrower shall fail to perform
or observe any term, covenant, condition or agreement contained in Article IX.
or (ii) the Borrower or any other Loan Party shall fail to perform or observe
any term, covenant, conditions or agreement contained in Article VIII. such
failure shall continue for a period of 15 days after the earlier of (x) the date
upon which a Responsible Officer of the Borrower or such Loan Party obtains
knowledge of such failure or (y) the date upon which the Borrower has received
written notice of such failure from the Lender or (iii) the Borrower or any
other Loan Party shall fail to perform or observe any term, covenant, condition
or agreement contained in this Agreement or any other Loan Document to which it
is a party and not otherwise mentioned in this Section and in the case of this
clause (ii) only such failure shall continue for a period of 30 days after the
earlier of (x) the date upon which a Responsible Officer of the Borrower or such
Loan Party obtains knowledge of such failure or (y) the date upon which the
Borrower has received written notice of such failure from the Lender.

        (d)     MISREPRESENTATIONS. Any representation or warranty made or
deemed made by or on behalf of the Borrower or any other Loan Party under this
Agreement or under any other Loan Document, or any amendment hereto or thereto,
shall at any time prove to have been incorrect or misleading, in light of the
circumstances in which made or deemed made, in any material respect when
furnished or made or deemed made.

        (e)     INDEBTEDNESS CROSS-DEFAULT; DERIVATIVES CONTRACTS.

                (i)     The Borrower or any Continuing Subsidiary shall fail to
pay when due and payable the principal of, or interest on, any Indebtedness
(other than the Loans) having an aggregate outstanding principal amount of
$1,500,000 or more ("Material Indebtedness"); or

                (ii)    (x) the maturity of any Material Indebtedness of the
Borrower or any Continuing Subsidiary shall have been accelerated in accordance
with the provisions of any


                                      -59


indenture, contract or instrument evidencing, providing for the creation of or
otherwise concerning such Material Indebtedness or (y) any such Material
Indebtedness shall have been required to be prepaid or repurchased prior to the
stated maturity thereof; or

                (iii)   any other event shall have occurred and be continuing
which, with or without the passage of time, the giving of notice, or both, would
permit any holder or holders of Material Indebtedness, any trustee or lender
acting on behalf of such holder or holders or any other Person, to accelerate
the maturity of any such Material Indebtedness or require any such Material
Indebtedness to be prepaid or repurchased prior to its stated maturity; or

                (iv)    the payment by the Borrower and/or its Continuing
Subsidiaries in any given Four-Quarter Period of repurchase or indemnification
obligations under Repurchase Agreements with respect to sold or leased inventory
that is not re-sold or re-leased to another dealer or distributor within 90 days
after such repurchase or indemnification obligation arises in an amount equal to
or exceeding $5,000,000 (or such amount, equal to or exceeding $5,000,000, of
payment obligations becomes due during such period and the Borrower and/or its
Continuing Subsidiaries so fails to make such amount of payments); or

                (v)     any Loan Party shall fail to pay when due and payable
(after giving effect to any grace or cure period) any net any amounts owing in
respect of any Derivatives Contracts having a notional aggregate principal
amount of $1,500,000 or more.

        (f)     VOLUNTARY BANKRUPTCY PROCEEDING. The Borrower or any Continuing
Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code of
1978, as amended, or other federal bankruptcy laws (as now or hereafter in
effect); (ii) file a petition seeking to take advantage of any other Applicable
Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts; (iii) consent to, or fail to
contest in a timely and appropriate manner, any petition filed against it in an
involuntary case under such bankruptcy laws or other Applicable Laws or consent
to any proceeding or action described in the immediately following subsection;
(iv) apply for or consent to, or fail to contest in a timely and appropriate
manner, the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of a substantial part of its
property, domestic or foreign; (v) admit in writing its inability to pay its
debts as they become due; (vi) make a general assignment for the benefit of
creditors; (vii) make a conveyance fraudulent as to creditors under any
Applicable Law; or (viii) take any corporate or partnership action for the
purpose of effecting any of the foregoing.

        (g)     INVOLUNTARY BANKRUPTCY PROCEEDING. A case or other proceeding
shall be commenced against the Borrower or any Continuing Subsidiary in any
court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code of
1978, as amended, or other federal bankruptcy laws (as now or hereafter in
effect) or under any other Applicable Laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator
or the like of such Person, or of all or any substantial part of the assets,
domestic or foreign, of such Person, and such case or proceeding shall continue
undismissed or unstayed for a period of 60 consecutive calendar days, or an
order granting the remedy or other relief requested in such


                                      -60


case or proceeding against the Borrower or such Continuing Subsidiary
(including, but not limited to, an order for relief under such Bankruptcy Code
or such other federal bankruptcy laws) shall be entered.

        (h)     LITIGATION; ENFORCEABILITY. The Borrower or any other Loan Party
shall disavow, revoke or terminate (or attempt to terminate) any Loan Document
to which it is a party or shall otherwise challenge or contest in any action,
suit or proceeding in any court or before any Governmental Authority the
validity or enforceability of this Agreement, any Note or any other Loan
Document or this Agreement, any Note, the Guaranty or any other Loan Document
shall cease to be in full force and effect (except as a result of the express
terms thereof).

        (i)     JUDGMENT. A judgment or order for the payment of money or for an
injunction shall be entered against the Borrower or any Continuing Subsidiary,
by any court or other tribunal and (i) such judgment or order shall continue for
a period of 30 days without being paid, stayed or dismissed through appropriate
appellate proceedings and (ii) either (A) the amount of such judgment or order
for which insurance has not been acknowledged in writing by the applicable
insurance carrier (or the amount as to which the insurer has denied liability)
exceeds, individually or together with all other such outstanding judgments or
orders entered against the Borrower, such Subsidiaries and such other Loan
Parties, $1,500,000 or (B) in the case of an injunction or other non-monetary
judgment, such judgment could reasonably be expected to have a Material Adverse
Effect.

        (j)     ATTACHMENT. A warrant, writ of attachment, execution or similar
process shall be issued against any property of the Borrower or any Continuing
Subsidiary which exceeds, individually or together with all other such warrants,
writs, executions and processes, $1,500,000 in amount and such warrant, writ,
execution or process shall not be discharged, vacated, stayed or bonded for a
period of 30 days; provided, however, that if a bond has been issued in favor of
the claimant or other Person obtaining such warrant, writ, execution or process,
the issuer of such bond shall execute a waiver or subordination agreement in
form and substance satisfactory to the Lender pursuant to which the issuer of
such bond subordinates its right of reimbursement, contribution or subrogation
to the Obligations and waives or subordinates any Lien it may have on the assets
of any Loan Party.

        (k)     ERISA. Any member of the ERISA Group shall fail to pay when due
an amount or amounts aggregating in excess of $250,000 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a
Plan or Plans having aggregate Unfunded Liabilities in excess of $2,000,000
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer, any Plan or Plans having aggregate
Unfunded Liabilities in excess of $2,000,000; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that
any such Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which could cause one or
more members of the ERISA Group to incur a current payment obligation in excess
of $2,000,000.


                                      -61


        (l)     LOAN DOCUMENTS. An Event of Default (as defined therein) shall
occur under any of the other Loan Documents.

        (m)     CHANGE OF CONTROL/CHANGE IN MANAGEMENT.

                (i)     Any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than William G. Miller (or Persons, 100% of the Equity
Interests of which are owned by William G. Miller) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person will be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 35% of the total voting power of the then outstanding voting stock of the
Borrower;

                (ii)    During any period of 12 consecutive months ending after
the Agreement Date, individuals who at the beginning of any such 12-month period
constituted the Board of Directors of the Borrower (together with any new
directors whose election by such Board or whose nomination for election by the
shareholders of the Borrower was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Borrower then in office;

                (iii)   If William G. Miller, Jeffrey I. Badgley, or J. Vincent
Mish cease for any reason to be principally involved in the senior management of
the Borrower, and the Borrower shall have failed to replace the resulting
vacancies in senior management with individuals reasonably acceptable to the
Lender within a period of 120 days; or

                (iv)    If the Borrower shall sell all or substantially all of
its assets.

SECTION 10.2. REMEDIES UPON EVENT OF DEFAULT.

        Upon the occurrence and during the continuation of an Event of Default,
the following provisions shall apply:

        (a)     ACCELERATION; TERMINATION OF FACILITIES.

                (i)     AUTOMATIC. Upon the occurrence of an Event of Default
specified in Sections 10.1.(f) or 10.1.(g), the Commitment shall immediately and
automatically terminate and the principal of, and all accrued interest on, the
Loans and all of the other Obligations shall become immediately and
automatically due and payable without presentment, demand, protest, or other
notice of any kind, all of which are expressly waived by the Borrower.

                (ii)    OPTIONAL. If any other Event of Default shall exist, the
Lender may terminate the Commitment and/or declare the principal of, and accrued
interest on, the Loans and all of the other Obligations to be immediately due
and payable, whereupon the same shall


                                      -62


immediately become due and payable without presentment, demand, protest or other
notice of any kind, all of which are expressly waived by the Borrower.

        (b)     LOAN DOCUMENTS. The Lender may exercise any and all of its
rights under any and all of the other Loan Documents.

        (c)     APPLICABLE LAW. The Lender may exercise all other rights and
remedies it may have under any Applicable Law.

        (d)     APPOINTMENT OF RECEIVER. To the extent permitted by Applicable
Law, the Lender shall be entitled to the appointment of a receiver for the
assets and properties of the Borrower and its Subsidiaries, without notice of
any kind whatsoever and without regard to the adequacy of any security for the
Obligations or the solvency of any party bound for its payment, to take
possession of all or any portion of the business operations of the Borrower and
its Subsidiaries and to exercise such power as the court shall confer upon such
receiver.

SECTION 10.3. REMEDIES UPON DEFAULT.

        Upon the occurrence of a Default specified in Section 10.1.(g), the
Commitment shall immediately and automatically terminate.

SECTION 10.4. ALLOCATION OF PROCEEDS.

        If an Event of Default shall exist and maturity of any of the
Obligations has been accelerated, all payments received by the Lender under any
of the Loan Documents, in respect of any principal of or interest on the
Obligations or any other amounts payable by the Borrower hereunder or
thereunder, shall be applied in the following order and priority:

        (a)     amounts due to the Lender in respect of fees and expenses due
under Section 11.2.;

        (b)     payments of interest on the Loans;

        (c)     payments of principal of the Loans;

        (d)     payments of all other Obligations; and

        (e)     any amount remaining after application as provided above, shall
be paid to the Borrower or whomever else may be legally entitled thereto.

SECTION 10.5. PERFORMANCE BY LENDER.

        If the Borrower shall fail to perform any covenant, duty or agreement
contained in any of the Loan Documents, the Lender may, after notice to the
Borrower, perform or attempt to perform such covenant, duty or agreement on
behalf of the Borrower after the expiration of any cure or grace periods set
forth herein. In such event, the Borrower shall, at the request of the Lender,
promptly pay any amount reasonably expended by the Lender in such performance or


                                      -63


attempted performance to the Lender, together with interest thereon at the
applicable Post-Default Rate from the date of such expenditure until paid.
Notwithstanding the foregoing, the Lender shall not have any liability or
responsibility whatsoever for the performance of any obligation of the Borrower
under this Agreement or any other Loan Document.

SECTION 10.6. RIGHTS CUMULATIVE.

        The rights and remedies of the Lender under this Agreement and each of
the other Loan Documents shall be cumulative and not exclusive of any rights or
remedies which it may otherwise have under Applicable Law. In exercising its
rights and remedies, the Lender may be selective and no failure or delay by the
Lender in exercising any right shall operate as a waiver of it, nor shall any
single or partial exercise of any power or right preclude its other or further
exercise or the exercise of any other power or right.

                            ARTICLE XI. MISCELLANEOUS

SECTION 11.1. NOTICES.

        Unless otherwise provided herein, communications provided for hereunder
shall be in writing and shall be mailed, telecopied or delivered as follows:

        If to the Borrower:

                Miller Industries, Inc.
                8503 Hilltop Drive
                Suite 100
                Ooltewah, Tennessee 37363
                Attn: J. Vincent Mish, Chief Financial Officer
                Telephone:      (800) 752-5336, ext. 246
                Fax:            (423) 238-8417

                Attn:  Frank Madonia, Esq.
                Miller Industries, Inc.
                c/o 1100 Peachtree Street
                Suite 2800
                Atlanta, Georgia 30309
                Telephone:      (404) 815-6589
                Fax:            (404) 815-6018


                                      -64


        If to the Lender:

                Wachovia Bank, National Association
                171 17th Street NW
                100 Building
                Atlanta, Georgia, 30363
                Attn: Donald Dalton
                Telephone:      (404) 214-6288
                Fax:            (404) 214-3861

or, as to each party at such other address as shall be designated by such party
in a written notice to the other party delivered in compliance with this
Section. All such notices and other communications shall be effective (i) if
mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand
delivered or sent by overnight courier, when delivered. Notwithstanding the
immediately preceding sentence, all notices or communications to the Lender
under Article II. shall be effective only when actually received. The Lender
shall not shall incur any liability to the Borrower for acting upon any
telephonic notice referred to in this Agreement which the Lender believes in
good faith to have been given by a Person authorized to deliver such notice or
for otherwise acting in good faith hereunder. Failure of a Person designated to
get a copy of a notice to receive such copy shall not affect the validity of
notice properly given to any other Person.

SECTION 11.2. EXPENSES.

        The Borrower agrees (a) to pay or reimburse the Lender for all of its
reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation and execution of, and any amendment, supplement or
modification to, any of the Loan Documents (including reasonable due diligence
expenses and travel expenses relating to closing), and the consummation of the
transactions contemplated thereby, including the reasonable and actual fees and
disbursements of counsel to the Lender, (b) to pay or reimburse the Lender for
all its reasonable and actual costs and expenses incurred in connection with the
enforcement or preservation of any rights under the Loan Documents, including
the reasonable fees and disbursements of its counsel, (c) to pay, and indemnify
and hold harmless the Lender from any and all recording and filing fees and any
and all liabilities with respect to, or resulting from any failure to pay or
delay in paying, documentary, stamp, excise and other similar taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of any of the Loan Documents, or consummation of any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Loan Document and (d) to the extent not already covered by any
of the preceding subsections, to pay or reimburse the Lender for all its
reasonable costs and expenses incurred in connection with any bankruptcy or
other proceeding of the type described in Sections 10.1.(f) or 10.1.(g),
including the reasonable and actual fees and disbursements of the Lender's
counsel, whether such fees and expenses are incurred prior to, during or after
the commencement of such proceeding or the confirmation or conclusion of any
such proceeding. If the Borrower shall fail to pay any amounts required to be
paid by it pursuant to this Section, the Lender may pay such amounts on behalf
of the Borrower and either deem the same to be Loans outstanding hereunder or
otherwise Obligations owing hereunder.


                                      -65


SECTION 11.3. SETOFF.

        In addition to any rights now or hereafter granted under Applicable Law
and not by way of limitation of any such rights, the Lender and each Participant
is hereby authorized by the Borrower, at any time or from time to time during
the continuance of an Event of Default, without prior notice to the Borrower or
to any other Person, any such notice being hereby expressly waived, but in the
case of a Participant subject to receipt of the prior written consent of the
Lender exercised in its sole discretion, to set off and to appropriate and to
apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured)
and any other indebtedness at any time held or owing by the Lender, such Lender
or any affiliate of the Lender or such Lender, to or for the credit or the
account of the Borrower against and on account of any of the Obligations,
irrespective of whether or not any or all of the Loans and all other Obligations
have been declared to be, or have otherwise become, due and payable as permitted
by Section 10.2., and although such obligations shall be contingent or
unmatured.

SECTION 11.4. LITIGATION; JURISDICTION; OTHER MATTERS; WAIVERS.

        (a)     EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
BETWEEN THE BORROWER AND THE LENDER WOULD BE BASED ON DIFFICULT AND COMPLEX
ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.
ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDER AND
THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY
BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE
WHATSOEVER BETWEEN THE BORROWER AND THE LENDER OF ANY KIND OR NATURE RELATING TO
ANY OF THE LOAN DOCUMENTS.

        (b)     EACH OF THE BORROWER AND THE LENDER HEREBY AGREES THAT THE
FEDERAL DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT THE OPTION OF
THE LENDER, ANY STATE COURT LOCATED IN GEORGIA, SHALL HAVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER AND LENDER PERTAINING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO ANY
MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER AND THE LENDER EXPRESSLY
SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY
FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR
CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE
DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION


                                      -66


BY THE LENDER OR THE ENFORCEMENT BY THE LENDER OF ANY JUDGMENT OBTAINED IN SUCH
FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

        (c)     THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH
PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION
OF THIS AGREEMENT.

SECTION 11.5. SUCCESSORS AND ASSIGNS.

        (a)     The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations under this Agreement without the prior written
consent of the Lender and any such assignment or other transfer to which the
Lender has not so consented shall be null and void.

        (b)     The Lender may make, carry or transfer Loans at, to or for the
account of any of its branch offices or the office of an affiliate of the Lender
except to the extent such transfer would result in increased costs to the
Borrower.

        (c)     The Lender may at any time grant to one or more banks or other
financial institutions (each a "Participant") participating interests in the
Commitment or the Obligations. Except as otherwise provided in Section 11.3., no
Participant shall have any rights or benefits under this Agreement or any other
Loan Document. In the event of any such grant by the Lender of a participating
interest to a Participant, such Lender shall remain responsible for the
performance of its obligations hereunder. Any agreement pursuant to which the
Lender may grant such a participating interest shall provide that the Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; provided,
however, the Lender may agree with the Participant that it will not, without the
consent of the Participant, agree to (i) increase, or extend the term or extend
the time or waive any requirement for the reduction or termination of, the
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the Loans, (iii) reduce the amount of any such payment of principal,
(iv) reduce the rate at which interest is payable thereon or (v) release any
Guarantor (except as otherwise permitted under Section 7.12.(c)).

        (d)     The Lender may with the prior consent of the Borrower (which
consent shall not be unreasonably withheld), assign to one or more banks or
other financial institutions (each an "Assignee") all or a portion of the
Obligations and the Lender's other rights or obligations under this Agreement
and the other Loan Documents; provided, however, no such consent by the Borrower
shall be required in the case of any assignment to an affiliate of the Lender or
if an Event of Default shall exist.

        (e)     In addition to the assignments and participations permitted
under the foregoing provisions of this Section, the Lender may assign and pledge
all or any portion of its Loans and


                                      -67


the Notes to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank, and
such Loans and Note shall be fully transferable as provided therein. No such
assignment shall release the Lender from its obligations hereunder.

        (f)     The Lender may furnish any information concerning the Borrower,
any other Loan Party or any of their respective Subsidiaries in the possession
of the Lender from time to time to Assignees and Participants (including
prospective Assignees and Participants) subject to compliance with Section 11.8.

SECTION 11.6. AMENDMENTS; WAIVERS.

        Except as otherwise expressly provided in this Agreement, any consent or
approval required or permitted by this Agreement or any other Loan Document to
be given by the Lender may be given, and any term of this Agreement or of any
other Loan Document may be amended, and the performance or observance by the
Borrower or any other Loan Party or any Subsidiary of any terms of this
Agreement or such other Loan Document or the continuance of any Default or Event
of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent
of the Lender (and, in the case of an amendment to any Loan Document, the
written consent of each Loan Party a party thereto). No waiver shall extend to
or affect any obligation not expressly waived or impair any right consequent
thereon and any amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose set forth therein. No course of
dealing or delay or omission on the part of the Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event
of Default occurring hereunder shall continue to exist until such time as such
Event of Default is waived in writing in accordance with the terms of this
Section, notwithstanding any attempted cure or other action by the Borrower, any
other Loan Party or any other Person subsequent to the occurrence of such Event
of Default. Except as otherwise explicitly provided for herein or in any other
Loan Document, no notice to or demand upon the Borrower shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances.

SECTION 11.7. NONLIABILITY OF LENDER.

        The relationship between the Borrower and the Lender shall be solely
that of borrower and lender. The Lender shall not shall have any fiduciary
responsibilities to the Borrower and no provision in this Agreement or in any of
the other Loan Documents, and no course of dealing between the parties hereto,
shall be deemed to create any fiduciary duty owing by the Lender to the
Borrower, any Subsidiary or any other Loan Party. The Lender does not undertake
any responsibility to the Borrower to review or inform the Borrower of any
matter in connection with any phase of the Borrower's business or operations.

SECTION 11.8. CONFIDENTIALITY.

        The Lender shall use reasonable efforts to assure that information about
Borrower, the other Loan Parties and other Subsidiaries, and their operations,
affairs and financial condition, not generally disclosed to the public or
otherwise identified in writing as "confidential" or


                                      -68


"secret" by the Borrower or any of its Subsidiaries, which is furnished to the
Lender pursuant to the provisions of this Agreement or any other Loan Document,
is used only for the purposes of this Agreement and the other Loan Documents and
shall not be divulged to any Person other than the Lender and its Lenders and
employees who are actively and directly participating in the evaluation,
administration or enforcement of the Loan Documents and other transactions
between the Lender and the Borrower, but in any event the Lender may make
disclosure: (a) to any of its affiliates (provided they shall be notified of the
confidential nature of the information and agree to be bound by the restrictions
in this Section 11.8.); (b) as reasonably requested by any bona fide Assignee,
Participant or other transferee in connection with the contemplated transfer of
any portion of the Commitment or participations therein as permitted hereunder
(provided they shall agree to keep such information confidential in accordance
with the terms of this Section); (c) as required or requested by any
Governmental Authority or representative thereof or pursuant to legal process or
in connection with any legal proceedings; (d) to the Lender's independent
auditors and other professional advisors (provided they shall be notified of the
confidential nature of the information and agree to keep such information
confidential to the same extent required of the Lender hereunder); (e) while an
Event of Default exists, to any other Person, to the extent required in
connection with the exercise by the Lender of its rights or remedies hereunder
or under any of the other Loan Documents; (f) upon the Borrower's prior consent
(which consent shall not be unreasonably withheld), to any contractual
counter-parties to any swap or similar hedging agreement or to any rating agency
(provided that such Persons shall be notified of the confidential nature of the
information); and (g) to the extent such information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Lender on a nonconfidential basis from a source other than the
Borrower or any Affiliate.

SECTION 11.9. INDEMNIFICATION.

        The Borrower shall and hereby agrees to indemnify, defend and hold
harmless the Lender, any affiliate of the Lender, and their respective
directors, officers, shareholders, Lenders, employees and counsel (each referred
to herein as an "Indemnified Party") from and against any and all of the
following (collectively, the "Indemnified Costs"): losses, costs, claims,
damages, liabilities, deficiencies, judgments or expenses of every kind and
nature incurred by an Indemnified Party in connection with, arising out of, or
by reason of, any suit, cause of action, claim, arbitration, investigation or
settlement, consent decree or other proceeding (the foregoing referred to herein
as an "Indemnity Proceeding") which is in any way related directly or indirectly
to: (i) this Agreement or any other Loan Document or the transactions
contemplated thereby; (ii) the making of any Loans hereunder; (iii) any actual
or proposed use by the Borrower of the proceeds of the Loans; (iv) the Lender's
entering into this Agreement; (v) the fact that the Lender has established the
credit facility evidenced hereby in favor of the Borrower; (vi) the fact that
the Lender is a creditor of the Borrower and has or is alleged to have
information regarding the financial condition, strategic plans or business
operations of the Borrower and the Subsidiaries; (vii) the fact that the Lender
is a material creditor of the Borrower and is alleged to influence directly or
indirectly the business decisions or affairs of the Borrower and the
Subsidiaries or their financial condition; (viii) the exercise of any right or
remedy the Lender may have under this Agreement or the other Loan Documents; or
(ix) any violation or non-compliance by the Borrower or any Subsidiary of any
Applicable Law (including any Environmental Law) including, but not limited to,
any Indemnity Proceeding commenced by


                                      -69


(A) the Internal Revenue Service or state taxing authority or (B) any
Governmental Authority or other Person under any Environmental Law, including
any Indemnity Proceeding commenced by a Governmental Authority or other Person
seeking remedial or other action to cause the Borrower or its Subsidiaries (or
its respective properties) (or the Lender and/or the Lenders as successors to
the Borrower) to be in compliance with such Environmental Laws; provided,
however, that the Borrower shall not be obligated to indemnify any Indemnified
Party for any acts or omissions of such Indemnified Party in connection with
matters described in this subsection to the extent arising from the gross
negligence or willful misconduct of such Indemnified Party, as determined by a
court of competent jurisdiction in a final, non-appealable judgment. The
Borrower's indemnification obligations under this Section 11.9. shall apply to
all Indemnity Proceedings arising out of, or related to, the foregoing whether
or not an Indemnified Party is a named party in such Indemnity Proceeding. This
indemnification shall apply to any Indemnity Proceeding arising during the
pendency of any bankruptcy proceeding filed by or against the Borrower and/or
any Subsidiary. An Indemnified Party may conduct its own investigation and
defense of, and may formulate its own strategy with respect to, any Indemnity
Proceeding covered by this Section and, as provided above, all Indemnified Costs
incurred by such Indemnified Party shall be reimbursed by the Borrower. No
action taken by legal counsel chosen by an Indemnified Party in investigating or
defending against any such Indemnity Proceeding shall vitiate or in any way
impair the obligations and duties of the Borrower hereunder to indemnify and
hold harmless each such Indemnified Party. If and to the extent that the
obligations of the Borrower under this Section are unenforceable for any reason,
the Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under Applicable Law. The
Borrower's obligations under this Section shall survive any termination of this
Agreement and the other Loan Documents and the payment in full in cash of the
Obligations, and are in addition to, and not in substitution of, any other of
their obligations set forth in this Agreement or any other Loan Document to
which it is a party.

SECTION 11.10. TERMINATION; SURVIVAL.

        At such time as (a) the Revolving Credit Commitment and the Term Loan
Commitment have been terminated, (b) the Lender is no longer obligated under
this Agreement to make any Loans or issue any Letters of Credit and (c) all
Obligations (other than obligations which survive as provided in the following
sentence) have been paid and satisfied in full, this Agreement shall terminate.
The indemnities to which the Lender is entitled under the provisions of Sections
3.8., 4.1., 4.4., 11.2. and 11.9. and any other provision of this Agreement and
the other Loan Documents, and the provisions of Section 11.4., shall continue in
full force and effect and shall protect the Lender notwithstanding any
termination of this Agreement, or of the other Loan Documents, against events
arising after such termination as well as before. Section 11.8 of this Agreement
shall continue in full force and effect notwithstanding any termination of this
Agreement or of the other Loan Documents. If any Letter of Credit contains an
expiration date that extends beyond the date that this Agreement terminates as
provided in this Section 11.10., the Borrower shall immediately deposit with the
Lender an amount equal to 103% of the aggregate Letter of Credit Liabilities
until such Letter of Credit is replaced or cancelled.


                                      -70


SECTION 11.11. SEVERABILITY OF PROVISIONS.

        Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating the
remainder of such provision or the remaining provisions or affecting the
validity or enforceability of such provision in any other jurisdiction.

SECTION 11.12. GOVERNING LAW.

        THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.

SECTION 11.13. COUNTERPARTS.

        This Agreement and any amendments, waivers, consents or supplements 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 an original, but all of which counterparts together shall constitute but
one and the same instrument.

SECTION 11.14. LIMITATION OF LIABILITY.

        The Lender shall not, nor shall any affiliate, officer, director,
employee, attorney, or Lender of the Lender, have any liability with respect to,
and the Borrower hereby waives, releases, and agrees not to sue any of them
upon, any claim for any special, indirect, incidental, or consequential damages
suffered or incurred by the Borrower in connection with, arising out of, or in
any way related to, this Agreement or any of the other Loan Documents, or any of
the transactions contemplated by this Agreement or any of the other Loan
Documents. The Borrower hereby waives, releases, and agrees not to sue the
Lender or any of the Lender's affiliates, officers, directors, employees,
attorneys, or Lenders for punitive damages in respect of any claim in connection
with, arising out of, or in any way related to, this Agreement or any of the
other Loan Documents, or any of the transactions contemplated by this Agreement
or financed hereby.

SECTION 11.15. ENTIRE AGREEMENT.

        This Agreement and the other Loan Documents referred to herein embody
the final, entire agreement among the parties hereto and supersede any and all
prior commitments, agreements, representations, and understandings, whether
written or oral, relating to the subject matter hereof and thereof and may not
be contradicted or varied by evidence of prior, contemporaneous, or subsequent
oral agreements or discussions of the parties hereto. There are no oral
agreements among the parties hereto.

SECTION 11.16. CONSTRUCTION.

        The Lender and the Borrower acknowledge that each of them has had the
benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement and the


                                      -71


other Loan Documents with its legal counsel and that this Agreement and the
other Loan Documents shall be construed as if jointly drafted by the Lender and
the Borrower.

SECTION 11.17. PATRIOT ACT.

        The Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow the Lender to identify the
Borrower in accordance with such Act.



                         [Signatures on Following Pages]





                                      -72


        IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
to be executed by their authorized officers all as of the day and year first
above written.


                                        MILLER INDUSTRIES, INC.


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










                       [Signatures Continued on Next Page]




                                      -73


                 [SIGNATURE PAGE TO CREDIT AGREEMENT DATED AS OF
                   JUNE 17, 2005 WITH MILLER INDUSTRIES, INC.]


                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By: /s/ Michael J. Romano
                                            --------------------------------
                                            Name:  Michael J. Romano
                                                  --------------------------
                                            Title:  Vice President
                                                   -------------------------









                                      -74

EX-10.2

                                                                    EXHIBIT 10.2


                                    TERM NOTE

$7,000,000.00                                                      June 17, 2005
                                                                Atlanta, Georgia

        FOR VALUE RECEIVED, the undersigned, miller industries, inc., a
corporation formed under the laws of the State of Tennessee (the- "Borrower"),
hereby promises to pay to the order of WACHOVIA BANK NATIONAL ASSOCIATION (the
"Lender"), 171 17th Street NW 100 Building Atlanta, Georgia, 30363, or at such
other address as may be specified in writing by the Lender to the Borrower, the
principal sum of SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00) (or such
lesser amount as shall equal the aggregate unpaid principal amount of Term Loan
under the Credit Agreement (as herein defined)), on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount owing hereunder, at the rates and on the dates provided
in the Credit Agreement. Principal amounts repaid under this Note shall not be
available for readvance.

        The date, the amount of Term Loan, and each payment made on account of
the principal thereof, shall be recorded by the Lender on its books and, prior
to any transfer of this Note, endorsed by the Lender on the schedule attached
hereto or any continuation thereof, provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the Term Loan.

        This Note is the Term Note referred to in the Credit Agreement dated as
of June 17, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), by and between the Borrower and the
Lender. Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Credit Agreement.

        The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and upon the terms and
conditions specified therein.

        Except as permitted by Section11.5(d) of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.

        This Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.

        The Borrower hereby waives presentment for payment, demand, notice of
demand, notice of non-payment, protest, notice of protest and all other similar
notices.

        Time is of the essence for this Note.


                                       1


        IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
under seal as of the date first written above.

                                        MILLER INDUSTRIES, INC.


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



                                       2

EX-10.3

                                                                    EXHIBIT 10.3

                              REVOLVING CREDIT NOTE

$20,000,000.00                                                     June 17, 2005
                                                                Atlanta, Georgia

        FOR VALUE RECEIVED, the undersigned, miller industries, inc., a
corporation formed under the laws of the State of Tennessee (the "Borrower"),
hereby promises to pay to the order of WACHOVIA BANK NATIONAL ASSOCIATION (the
"Lender"), 171 17th Street NW 100 Building Atlanta, Georgia, 30363, or at such
other address as may be specified in writing by the Lender to the Borrower, the
principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00) (or such
lesser amount as shall equal the aggregate unpaid principal amount of Revolving
Credit Loans under the Credit Agreement (as herein defined)), on the dates and
in the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount owing hereunder, at the rates and on the dates
provided in the Credit Agreement.

        The date, amount of each Revolving Credit Loan, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Note, endorsed by the Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing under
the Credit Agreement or hereunder in respect of the Revolving Credit Loans.

        This Note is the Revolving Credit Note referred to in the Credit
Agreement dated as of June 17, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and between
the Borrower and the Lender. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit
Agreement.

        The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Revolving
Credit Loans upon the terms and conditions specified therein.

        Except as permitted by Section11.5(d) of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.

        This Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.

        The Borrower hereby waives presentment for payment, demand, notice of
demand, notice of non-payment, protest, notice of protest and all other similar
notices.

        Time is of the essence for this Note.


                                       1


        IN WITNESS WHEREOF, the undersigned has executed and delivered this
Revolving Credit Note under seal as of the date first written above.

                                        Miller industries, inc.


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


                                        2


                                SCHEDULE OF LOANS


        This Note evidences Loans made under the within-described Credit
Agreement to the Borrower, on the dates, in the principal amounts, bearing
interest at the rates and maturing on the dates set forth below, subject to the
payments and prepayments of principal set forth below:

                PRINCIPAL                  AMOUNT       UNPAID
     DATE OF    AMOUNT OF     INTEREST     PAID OR     PRINCIPAL    NOTATION
      LOAN        LOAN         RATE       PREPAID      AMOUNT       MADE BY
      ----        ----         ----       -------      ------       -------






                                        3

EX-10.4

                                                                    EXHIBIT 10.4


                        INTERCREDITOR, SUBORDINATION AND
                               TURNOVER AGREEMENT


        THIS INTERCREDITOR, SUBORDINATION AND TURNOVER AGREEMENT (as may be
amended, modified or restated from time to time, this "AGREEMENT"), dated as of
the 17th day of June, 2005, is by and among WACHOVIA BANK, NATIONAL ASSOCIATION,
as Lender under the below-described Senior Credit Agreement (the "SENIOR
LENDER"), and William G. Miller, in his capacity as agent for the Junior Lenders
under the below-described Junior Credit Agreement (the "JUNIOR AGENT").


                                R E C I T A L S :


        A.      MILLER INDUSTRIES, INC., a Tennessee corporation ("MILLER"), and
the Senior Lender have entered into a certain Credit Agreement dated as of June
17, 2005 (as may be amended, modified or restated from time to time hereafter in
accordance with the terms of this Agreement, the "SENIOR CREDIT AGREEMENT"),
pursuant to which, among other things, the Senior Lender has agreed, subject to
the terms and conditions set forth in such agreement, to make certain loans and
financial accommodations to Miller (Miller, along with certain of its
subsidiaries listed on the Acknowledgment and Agreement attached hereto, are
referred to herein as the "Debtors").

        B.      The Junior Agent, the lenders from time to time party thereto
(the "JUNIOR LENDERS"; the Junior Agent and the Junior Lenders, collectively,
the "JUNIOR CREDITORS"), and one or more of the Debtors have entered into a
certain Amended and Restated Credit Agreement dated as of July 23, 2001 (as
amended by (i) that certain Amendment No. 1 dated as of April 12, 2002, among
Miller, Miller Industries Towing Equipment Inc., certain subsidiaries of Miller,
Bank of America, N.A., Wachovia Bank, N.A., AmSouth Bank and SunTrust Bank, (ii)
that certain letter agreement dated November 19, 2003, by Contrarian Funds, LLC,
and Bank of America, N.A., (iii) that certain Amendment No. 3 dated as of
January 14, 2004, among Miller, Miller Industries Towing Equipment Inc., certain
subsidiaries of Miller, Contrarian Funds, LLC as agent and lender and
Harbourside as a lender, (iv) that certain Amendment No. 4 dated as of November
5, 2004, among Miller, Miller Industries Towing Equipment Inc., certain
subsidiaries of Miller and Harbourside as agent and sole lender, and (v) that
certain Amendment No. 5 dated as of even date herewith, among Miller, certain
Subsidiaries of Miller and Junior Agent, it its capacity as agent and sole
lender, and as the same may from time to time be amended, supplemented, restated
or modified from time to time provided that any such amendment, supplement,
restatement or modification is permitted under this Agreement, the "JUNIOR
CREDIT AGREEMENT"), pursuant to which, among other things, the Junior Lenders
have agreed, subject to


                                       1


the terms and conditions set forth in such agreement, to make a term loan to one
or more of the Debtors, which loan is to be guaranteed by Debtors and certain
other Subsidiaries of Miller.

        C.      The Debtors have granted security interests to the Senior Lender
and the Junior Agent, in certain of the Debtors' real and personal property,
whether now existing or hereafter arising, as more particularly described on
SCHEDULE A hereto (collectively, the "COLLATERAL"), in order to secure the
Debtors' respective obligations to the Senior Lender and the Junior Creditors.

        D.      In connection with the foregoing, the parties hereto desire to
enter into this Agreement, pursuant to which (a) the obligations of the Debtors
to the Junior Creditors under the Junior Loan Documents are subordinated to the
obligations of the Debtors to the Senior Lender under the Senior Loan Documents,
and (b) all of the liens and security interests of the Junior Agent in the
Collateral are subordinated to the liens and security interests of the Senior
Lender therein.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.      CERTAIN DEFINITIONS. In addition to capitalized terms defined
elsewhere in this Agreement, the following capitalized terms shall have the
following respective meanings when used in this Agreement:

        "AGREEMENT" has the meaning set forth in the preamble to this Agreement.

        "BANKRUPTCY CODE" means Title 11 of the United States Code (11 U.S.C.
ss. 101 ET SEQ.), as amended from time to time, or any successor statute.

        "COLLATERAL" has the meaning set forth in the recitals to this
Agreement.

        "CONTINUING SUBSIDIARY" has the meaning set forth in the Senior Credit
Agreement.

        "DEBTORS" has the meaning set forth in the recitals to this Agreement.

        "ENFORCEMENT ACTION" means any action to enforce or attempt to enforce
any right or remedy available to any Junior Creditor under the Junior Loan
Documents, applicable law or otherwise, including any action to (a) accelerate
the maturity of, or demand as immediately due and payable, all or any part of
the Junior Liabilities, (b) exercise any right of set-off, (c) realize or
foreclose upon, repossess, sell or otherwise dispose of, liquidate, or otherwise
restrict or interfere with the use of, any Collateral, (d) commence, continue or
participate in (other than as a defendant or co-defendant in defense of its own
interests) any judicial, arbitral or other proceeding, or any other collection
or enforcement action of any kind, against any Debtor or any assets of any
Debtor (including any Insolvency or Liquidation Proceeding), in any case,
seeking, directly or indirectly, to enforce any rights or remedies, or to
enforce any of the obligations incurred by any Debtor, under or in connection
with the Junior Liabilities or the Junior Loan Documents, or (e) commence or
pursue any judicial, arbitral or other proceeding or legal action


                                       2


of any kind, seeking injunctive or other equitable relief to prohibit, limit or
impair the commencement or pursuit by the Senior Lender of any of its rights or
remedies under or in connection with the Senior Loan Documents or otherwise
available to the Senior Lender under applicable law.

        "EVENT OF DEFAULT" means any event of default under and as defined in
the Senior Loan Documents.

        "INSOLVENCY OR LIQUIDATION PROCEEDING" means (a) any insolvency or
bankruptcy case or proceeding (including any case under the Bankruptcy Code), or
any receivership, custodianship, liquidation, reorganization or other similar
case or proceeding, relative to any Debtor or any Turnover Subsidiary, or to the
assets of any Debtor or any Turnover Subsidiary, (b) any liquidation,
dissolution, reorganization or winding up of any Debtor or any Turnover
Subsidiary, whether voluntary or involuntary and whether or not involving
solvency or bankruptcy, (c) any assignment for the benefit of creditors or any
other marshalling of assets and liabilities of any Debtor or any Turnover
Subsidiary, or (d) any sale, transfer or other disposition of all or
substantially all of the assets of any Debtor or any Turnover Subsidiary in
connection with any of the foregoing.

        "JUNIOR AGENT" has the meaning set forth in the preamble to this
Agreement.

        "JUNIOR CREDIT AGREEMENT" has the meaning set forth in the recitals to
this Agreement.

        "JUNIOR CREDITOR DEFAULT NOTICE" has the meaning set forth in Section
6.2 of this Agreement.

        "JUNIOR CREDITORS" has the meaning set forth in the recitals to this
Agreement.

        "JUNIOR LIABILITIES" means all Liabilities to any of the Junior
Creditors from time to time outstanding pursuant to the Junior Loan Documents
(including, without limitation, all principal, interest, fees, Liabilities
relating to or arising out of any warrants or other any equity interests in any
Debtor, Liabilities arising out of any guarantees, and all indemnities, costs,
and expenses).

        "JUNIOR LOAN DOCUMENTS" means the Junior Credit Agreement and all
agreements, documents and instruments related to the debt obligations thereunder
and collateral security therefor and any put or similar rights granted in
connection therewith, including but not limited to, the Junior Notes and any
guarantees relating to the Junior Credit Agreement, as any of the foregoing may
from time to time be amended, restated, supplemented or otherwise modified in
compliance with the terms of this Agreement.

        "JUNIOR NOTES" means, collectively, each promissory note (including
promissory notes issued after the date hereof with respect to the payment of
interest in kind under the Junior


                                       3


Liabilities) issued to a Junior Creditor pursuant to the terms of the Junior
Credit Agreement and all notes issued in substitution or replacement thereof.

        "JUNIOR SECURITIES" means securities of any Debtor or any of its
subsidiaries (including, without limitation, equity securities), in each case
the payment or redemption of which is subordinate, at least to the extent
provided in this Agreement with respect to the Junior Liabilities, to the
payment of the Senior Liabilities and to the payment of all securities issued in
exchange therefor to the Senior Lender, so long as all requirements of Section
9.10 of the Credit Agreement have been complied with.

        "LIABILITIES" means all indebtedness, obligations and liabilities of
each Debtor, howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, joint or several, now or hereafter existing,
or due or to become due.

        "LIEN" means any mortgage, deed to secure debt, deed of trust, lien,
pledge, charge, security interest, security title or encumbrance of any kind,
whether created by agreement or by possession of property, or conferred by
statute or applicable law.

        "MILLER" has the meaning set forth in the recitals to this Agreement.

        "NEW LENDER" has the meaning set forth in Section 17.1 of this
Agreement.

        "PAYMENT BLOCKAGE NOTICE" has the meaning set forth in Section 4.2 of
this Agreement.

        "PAYMENT BLOCKAGE PERIOD" has the meaning set forth in Section 4.2 of
this Agreement.

        "PERMITTED PAYMENTS" means (a) regularly scheduled payments of interest
and fees on the dates, in the amounts and at the interest rates (including any
changes thereto by the application of interest rate adjustments as provided for
in the Junior Loan Documents, but excluding any increase in the interest rate
resulting from application of default rate interest under the Junior Loan
Documents) set forth in the Junior Credit Agreement as in effect on the date
hereof, and (b) prepayments of the principal outstanding amount of the Junior
Liabilities to the extent permitted pursuant to Section 9.2(d) of the Senior
Credit Agreement.

        "PLEDGE AGREEMENT" means the Pledge Agreement dated as of even date
herewith pursuant to which the equity interests of certain of Miller's direct
and indirect Subsidiaries are pledged to the Senior Lender.

        "SENIOR LENDER" has the meanings set forth in the preamble to this
Agreement, together with its successors and assigns.

        "SENIOR CREDIT AGREEMENT" has the meaning set forth in the recitals to
this Agreement.


                                       4


        "SENIOR LIABILITIES" means all Liabilities to the Senior Lender from
time to time outstanding pursuant to or in connection with the Senior Loan
Documents (including, without limitation, all principal, interest, fees,
reimbursement obligations with respect to letters of credit, indemnities, costs
and expenses) up to an aggregate amount not to exceed the sum of (a) up to
$20,000,000 of revolving loans and letters of credit at any time outstanding
pursuant to the Senior Credit Agreement; PLUS (b) up to $7,000,000 of term loans
made pursuant to the Senior Credit Agreement; PLUS (c) all interest arising
under or with respect to the Senior Loan Documents, including, in the event of
an Insolvency or Liquidation Proceeding, any and all post-petition interest and
costs from and after the date of filing of a petition by or against any Debtor
or its bankruptcy estate, whether or not such amounts are allowed as a claim
against any Debtor in any Insolvency or Liquidation Proceeding; PLUS (d) all
Liabilities arising under or out of any other product or service offered by
Senior Lender to Miller; PLUS (e) all reasonable costs and expenses incurred by
the Senior Lender in connection with its enforcement of any rights or remedies
under the Senior Loan Documents and under this Agreement, the collection of any
of the Senior Liabilities, or the protection of, or realization upon, any
collateral therefor after the occurrence and during the continuance of an Event
of Default under the Senior Loan Documents, including, by way of example,
reasonable attorneys' fees, court costs, appraisal and consulting fees,
auctioneers' fees, rent, storage, insurance premiums and like items, and whether
or not such amounts are allowed as a claim against any Debtor in any Insolvency
or Liquidation Proceeding; PLUS (f) all fees, charges, and indemnities owing by
any Debtor to the Senior Lender under or in connection with the Senior Loan
Documents.

        "SENIOR LIABILITY REPAYMENT" means the circumstance in which (a) the
Senior Liabilities have been indefeasibly paid in full in cash, (b) all letters
of credit provided by the Senior Lender have been released, terminated or
cash-collateralized as provided in the Senior Credit Agreement, and (c) all
commitments under the Senior Loan Documents have been terminated.

        "SENIOR LOAN DOCUMENTS" means the Senior Credit Agreement and all
agreements, documents and instruments related thereto, as any of the foregoing
may from time to time be amended, restated, supplemented or otherwise modified
in compliance with the terms of this Agreement.

        "SENIOR NON-PAYMENT DEFAULT" means an Event of Default that does not
constitute a Senior Payment Default.

        "SENIOR PAYMENT DEFAULT" means an Event of Default that arises out of
the failure to make any payment when due under any of the Senior Loan Documents.

        "TURNOVER SUBSIDIARY" shall mean any Continuing Subsidiary that is a
party to any Junior Loan Documents, but that is not a party to any Senior Loan
Documents.

        2.      SUBORDINATION.


                                       5


                2.1     SUBORDINATION OF DEBT. To the extent and in the manner
hereinafter set forth in this Agreement, the Junior Liabilities are hereby
expressly made subordinate, junior and subject in right of payment to the full
and final payment of the Senior Liabilities in cash. The Junior Agent agrees
that the Junior Notes and any other instrument or document evidencing the Junior
Liabilities, will at all times bear the following legend:

                THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN
                SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER PURSUANT TO AN
                INTERCREDITOR AND SUBORDINATION AGREEMENT BETWEEN WILLIAM G.
                MILLER, AS JUNIOR AGENT, AND WACHOVIA BANK, NATIONAL
                ASSOCIATION, AS SENIOR LENDER, AS AMENDED FROM TIME TO TIME.

                2.2     SUBORDINATION OF LIENS. To the extent and in the manner
                hereinafter set forth in this Agreement, each Junior Creditor
                hereby subordinates and makes junior any and all of its now
                existing or hereafter acquired Liens on any and all Collateral,
                including, without limitation, all Liens granted by any Debtor
                to the Junior Agent in the Junior Loan Documents, to the Liens
                of the Senior Lender, whether now existing or hereafter
                acquired, in, to or on the Collateral. Said priority shall be
                applicable irrespective of the time or order of attachment or
                perfection of any security interest or other Lien or the time or
                order of filing or recording of any financing statements,
                fixture filings, security instruments, certificate of title
                applications or other documents, or any statutes, rules or law,
                or court decisions to the contrary. The Lien subordination
                provisions in this Agreement are for the benefit of and shall be
                enforceable directly by the Senior Lender, and the Senior Lender
                shall be deemed to have acquired the Senior Liabilities, whether
                now existing or hereafter arising, in reliance upon this
                Agreement.

                2.3     DISPOSITION OF COLLATERAL.

                (a)     Each Junior Creditor hereby agrees that the Debtors may
        sell or dispose of any or all of their assets without any consent of any
        Junior Creditor, which sale or disposition shall be free and clear of
        all Liens of the Junior Creditors (to the same extent the transferee
        would take free of the Lien thereon in favor of the Senior Lender), the
        proceeds of which shall be applied to the outstanding Senior
        Liabilities, provided that the Junior Creditors retain any rights they
        may have as a junior secured creditor with respect to the surplus (if
        any) over the amount necessary to pay the Senior Liabilities in full in
        cash arising from any such sale or disposition. Upon any such sale or
        disposition of any of the Collateral, any and all Liens of the Junior
        Creditors in such Collateral shall be deemed to be released free of the
        Lien of any Junior Creditor (to the same extent the transferee would
        take free of the Lien thereon in favor of the Senior Lender) without
        further action on the part of the Junior Creditors or the Senior Lender,
        and the Junior Creditors agree (a) if requested, to execute and promptly
        deliver to the Senior Lender any and all financing statements, quitclaim
        deeds, releases and other documents with respect to such releases which
        the Senior Lender deems necessary in its reasonable discretion,


                                       6


        and (b) that the Senior Lender is hereby irrevocably authorized to
        execute and deliver on behalf of the Junior Agent all such title
        applications, releases and other documents as the Senior Lender deems
        necessary in its reasonable discretion to evidence such release.

                (b)     Each Junior Creditor hereby further agrees that, until
        the Senior Liability Repayment, the Senior Lender may, in the
        enforcement of its rights under the Senior Loan Documents after an Event
        of Default, dispose of (free of the Lien of any Junior Creditor to the
        same extent as the transferee would take free of the Lien thereon in
        favor of the Senior Lender), and exercise or refrain from exercising any
        rights with respect to, any or all of the Collateral, provided that any
        such disposition is made in a commercially reasonable manner and that
        the Junior Creditors retain any rights they may have as a junior secured
        creditor with respect to the surplus (if any) over the amount necessary
        to pay the Senior Liabilities in full in cash arising from any such
        disposition or enforcement. Upon any disposition of any of the
        Collateral as provided in this Section by the Senior Lender, any and all
        Liens of the Junior Creditors in such Collateral shall be deemed to be
        released free of the Lien of any Junior Creditor to the same extent as
        the transferee would take free of the Lien thereon in favor of the
        Senior Lender without further action on the part of the Junior Creditors
        or the Senior Lender, and the Junior Creditors agree (a) if requested,
        to execute and promptly deliver to the Senior Lender any and all
        financing statements, quitclaim deeds, releases and other documents with
        respect to such releases which the Senior Lender deems necessary in its
        reasonable discretion, and (b) that the Senior Lender is hereby
        irrevocably authorized to execute and deliver on behalf of the Junior
        Agent all such title applications, releases and other documents as the
        Senior Lender deems necessary in its reasonable discretion to evidence
        such release. Each Junior Creditor agrees that any funds of any Debtor
        which it obtains through the exercise of any right of setoff or other
        similar right (other than for routine account activity charges)
        constitute Collateral, and such Junior Creditor shall promptly pay such
        funds to the Senior Lender to be applied to the outstanding Senior
        Liabilities.

                2.4     INTERCREDITOR ARRANGEMENTS IN BANKRUPTCY.

                (a)     This Agreement shall remain in full force and effect and
        enforceable pursuant to its terms in accordance with Section 510(a) of
        the Bankruptcy Code, and all references herein to any Debtor shall be
        deemed to apply to such Debtor as debtor in possession and to any
        trustee in bankruptcy for the estate of such Debtor.

                (b)     Except as otherwise specifically permitted in this
        Section 2.4, until the Senior Liability Repayment, no Junior Creditor
        shall assert any claim, motion, objection, or argument in respect of any
        Collateral in connection with any Insolvency or Liquidation Proceeding
        which could be asserted or raised in connection with such Insolvency or
        Liquidation Proceeding by such Junior Creditor as a secured creditor of
        any Debtor, including, without limitation, any claim, motion, objection
        or argument seeking adequate protection or relief from the automatic
        stay in respect of the Collateral.


                                       7


                (c)     Without limiting the generality of the foregoing, until
        the Senior Liability Repayment shall have occurred, each Junior Creditor
        agrees that if an Insolvency or Liquidation Proceeding occurs, (i) the
        Senior Lender may consent or object to the use of cash collateral on
        such terms and conditions and in such amounts as the Senior Lender, in
        its sole discretion, may decide, without seeking or obtaining the
        consent of any Junior Creditor as holder of an interest in the
        Collateral; (ii) such Junior Creditor shall not oppose any Debtor's use
        of cash collateral to which the Senior Lender consents on the basis that
        any Junior Creditor's interest in the Collateral is impaired by such use
        or inadequately protected by such use to the extent such use has been
        approved by the Senior Lender; (iii) the Senior Lender may provide
        financing to any Debtor pursuant to Section 364 of the Bankruptcy Code
        or other applicable law (such financing, the "POST-PETITION FINANCING")
        on such terms and conditions and in such amounts as the Senior Lender,
        in its sole discretion, may decide, without seeking or obtaining the
        consent of any Junior Creditor as holder of an interest in the
        Collateral; and (iv) such Junior Creditor shall not oppose any such
        financing on the basis that any Junior Creditor's interest in the
        Collateral is impaired by such financing or inadequately protected by
        such financing to the extent such financing has been approved by the
        Senior Lender.

                (d)     Each Junior Creditor and the Senior Lender agrees that
        it will not initiate, prosecute, encourage, or assist with any other
        person or entity to initiate or prosecute any claim, action or other
        proceeding (i) challenging the validity or enforceability of this
        Agreement, (ii) challenging the validity, enforceability or seniority of
        the Senior Lender's claims or any Junior Creditor's claim, (iii)
        challenging the perfection, enforceability or seniority of any Liens of
        the Senior Lender or the Junior Agent or any other Junior Creditor, or
        (iv) asserting any claims, if any, which any Debtor may hold with
        respect to the Senior Lender, the Junior Agent, Junior Creditor, or the
        Senior Liabilities or Junior Liabilities.

                (e)     To the extent that the Senior Lender receives payments
        or transfers on the Senior Liabilities or proceeds of the Collateral
        which are subsequently invalidated, declared to be fraudulent or
        preferential, set aside and/or required to be repaid to a trustee,
        receiver or any other party under any bankruptcy law, state or federal
        law, common law, or equitable cause, then, to the extent of such payment
        or proceeds received, the Senior Liabilities, or part thereof, intended
        to be satisfied shall be revived and continue in full force and effect
        as if such payments or proceeds had not been received by the Senior
        Lender.

                (f)     Notwithstanding any other provision of this Section 2.4,
        each Junior Creditor shall be entitled to file any necessary responsive
        or defensive pleadings in opposition to any motion, claim, adversary
        proceeding or other pleading made by any person objecting to or
        otherwise seeking the disallowance of the claims of such Junior
        Creditor, including, without limitation, any claims secured by the
        Collateral, if any.


                                       8


        3.      INSOLVENCY AND LIQUIDATION PROCEEDING. In the event of any
Insolvency or Liquidation Proceeding, as between the Senior Lender and the
Junior Creditors, the following shall apply:

                3.1     Upon any payment or distribution of assets or securities
of any kind or character, whether in cash, securities or other property, of any
Debtor or the estate created by the commencement of any such Insolvency or
Liquidation Proceeding, the Senior Liabilities shall first be paid irrevocably
in full in cash before any Junior Creditor shall be entitled to receive any
payment or distribution of any cash, securities or other property other than
Junior Securities on account of the Junior Liabilities.

                3.2     The Senior Lender shall be entitled to receive from the
Debtors and any other person making any distribution in accordance with Section
3.1 any payment or distribution of any kind or character, whether in cash,
securities or other property other than Junior Securities which may be payable
or deliverable in respect of the Junior Liabilities in any such Insolvency or
Liquidation Proceeding for application to the payment of the Senior Liabilities
(to the extent necessary to pay such Senior Liabilities after giving effect to
any concurrent payment to the holders of such Senior Liabilities). To facilitate
the foregoing, each Junior Creditor irrevocably authorizes, empowers and directs
any Debtor, debtor in possession, receiver, liquidator, custodian, conservator,
trustee or other person having authority to pay or otherwise deliver all such
payments or distributions to the Senior Lender as required by this Section 3.2,
and each Junior Creditor also irrevocably authorizes and empowers the Senior
Lender, in the name of such Junior Creditor and at the Senior Lender's sole cost
and expense, to demand, sue for, collect, receive and receipt for any and all
such payments and distributions to effect payment or other delivery thereof by
such person required by this Section 3.2 directly to the Senior Lender.

                3.3     In the event that, notwithstanding the foregoing
provisions of Section 3.2, any Junior Creditor receives any payment from or
distribution of assets or securities of any Debtor or the estate created by the
commencement of any such Insolvency or Liquidation Proceeding, of any kind or
character in respect of the Junior Liabilities, whether in cash, securities or
other property other than Junior Securities, before the Senior Liability
Repayment shall have occurred, then, and in such event, such payment or
distribution shall be received and held in trust by such Junior Creditor for the
benefit of the Senior Lender, and shall be promptly paid over or delivered by
such Junior Creditor to the Senior Lender to the extent necessary to pay the
Senior Liabilities in full after giving effect to any concurrent payment to the
holders of the Senior Liabilities.

                3.4     (a)     Each Junior Creditor hereby authorizes and
        employs the Senior Lender in any Insolvency or Liquidation Proceeding to
        file a proof of claim on behalf of such Junior Creditor with respect to
        the Junior Liabilities if such Junior Creditor (or the Junior Agent)
        fails to file such proof of claim prior to 15 days before the expiration
        of the time period during which such claims must be submitted. Each
        Junior Creditor agrees that the Senior Lender shall have no obligation
        whatsoever to file any such proof of claim and that the Senior Lender
        shall not be liable to any Junior Creditor for any loss or


                                       9


        liability suffered by any Junior Creditor as a result of (i) the Senior
        Lender's compliance with the terms of this Section 3.4(a), except to the
        extent directly caused by the gross negligence, willful misconduct or
        criminal acts of such Senior Lender as determined by a court of
        competent jurisdiction in a final non-appealable judgment, or (ii) any
        election of the Senior Lender in its sole discretion not to file a proof
        of claim on behalf of any Junior Creditor.

                        (b)     Each Junior Creditor covenants and agrees to
        provide the Senior Lender with a copy of any proof of claim filed by
        such Junior Creditor in connection with any Insolvency or Liquidation
        Proceeding.

                        (c)     In any Insolvency or Liquidation Proceeding,
        each Junior Creditor agrees that it shall not vote to accept or approve
        any plan of partial or complete liquidation, reorganization,
        arrangement, composition or extension (nor shall it provide any
        financing to any Debtor or its affiliates under any such plan) that
        would cause any Junior Creditor or affiliate thereof to receive any
        payment in respect of Junior Liabilities (other than current interest in
        connection with any debt owing to such Junior Creditor pursuant to a
        plan of reorganization, provided that the payment of such current
        interest is subordinated to the Senior Liabilities on substantially the
        terms set forth herein) prior to the Senior Liability Repayment.

                3.5     In addition to setting forth the relative priorities and
rights of the Senior Lender and the Junior Creditors with respect to the Senior
Loan Documents and the Junior Loan Documents, in the event, in any Insolvency or
Liquidation Proceeding with respect to any Turnover Subsidiary, the Junior Agent
and/or the Junior Lenders receives any payment or other consideration by reason
of, or pursuant to, any guaranty or other claim against, or Lien upon any of the
assets of, any Turnover Subsidiary held by the Junior Agent and/or the Junior
Lenders, including, but not limited to, the proceeds of any sale or other
disposition of the equity interests or assets of any Turnover Subsidiary, the
Junior Agent and/or the Junior Lenders will hold such payment or other
consideration in trust on behalf of the Senior Lender and shall immediately
turnover and convey to the Senior Lender such payment or other consideration in
the form received for application to the then outstanding Senior Liabilities.
Further, the Junior Agent and the Junior Lenders shall not voluntarily release
any such claim or Lien against any Turnover Subsidiary until the payment in full
in cash of all Senior Liabilities or until payment in full of the Junior
Liabilities.


                                       10


        4.      PAYMENTS OF JUNIOR LIABILITIES.

                4.1     Subject to the provisions of Section 4.2, no Junior
Creditor will ask for, demand, sue for, take or receive from any Debtor, by
setoff, counterclaim, recoupment or in any other manner, the whole or any part
of any of the Junior Liabilities, unless and until the Senior Liability
Repayment shall have occurred.

                4.2     Notwithstanding the provisions of Section 4.1, except as
otherwise provided in this Section 4.2, the Debtors may pay, and the Junior
Creditors may receive and retain, Permitted Payments, unless prior to any such
Permitted Payment an Event of Default has occurred and is continuing and the
Senior Lender has given to Miller and the Junior Agent written notice thereof
identifying the Event of Default and invoking a payment blockage under this
Agreement (such notice, a "PAYMENT BLOCKAGE NOTICE" and such period during which
payments are blocked as described in Section 4.2(a) or (b) below, a "PAYMENT
BLOCKAGE PERIOD"), in which case no direct or indirect payment or distribution
of any kind or character shall be made by any Debtor or any other person on
behalf of any Debtor (or received by any Junior Creditor) on account of the
Junior Liabilities or any judgment related thereto, or on account of the
purchase or redemption or other acquisition of the Junior Liabilities, unless
and until:

                        (a)     If such Event of Default is a Senior Payment
        Default, the earliest to occur of (i) the payment in full of all amounts
        due with respect to such Senior Payment Default, or (ii) the date such
        Senior Payment Default shall have been cured or waived in writing in
        accordance with the terms of the Senior Loan Documents; or

                        (b)     If such Event of Default is a Senior Non-Payment
        Default, the earliest to occur of (i) the date such Senior Non-Payment
        Default shall have been cured or waived in writing in accordance with
        the terms of the Senior Loan Documents, or (ii) the date that is 180
        days after the date on which the Senior Lender shall have given the
        related Payment Blockage Notice, or such longer period of 270 days as
        provided in Section 6.2(b).

Notwithstanding the foregoing, (w) except as set forth in clause (b) of the
definition of "Permitted Payments", no prepayments of any of the Junior
Liabilities (or redemptions or other payments with respect to any warrants or
other equity interests associated with the Junior Liabilities) may be made by
any Debtor, or received or retained by any Junior Creditor, until the Senior
Liability Repayment, (x) no direct or indirect payment or distribution of any
kind or character shall be made by any Debtor or any other person on behalf of
any Debtor on account of the Junior Liabilities or any judgment related thereto,
or on account of the purchase or redemption or other acquisition of the Junior
Liabilities, if the Senior Lender shall have accelerated payment of any of the
Senior Liabilities, unless such acceleration has been rescinded in writing, (y)
the aggregate number of days in any consecutive 365 day period during which
Payment Blockage Periods may be in effect solely as a result of Senior
Non-Payment Defaults shall be 180 days, and (z) no Payment Blockage Period may
be imposed by the Senior Lender as a result of (i) a Senior Non-Payment Default
which served as the basis for a previous Payment


                                       11


Blockage Period by the Senior Lender, or (ii) a Senior Non-Payment Default
existing on the date that any Payment Blockage Notice was given (other than any
such Senior Non-Payment Default which serves as the basis for such Payment
Blockage Notice) and of which an officer of the Senior Lender had actual
knowledge on the date such Payment Blockage Notice was given, unless in either
such case such Senior Non-Payment Default reoccurs after having first been cured
for at least 30 consecutive days in accordance with the applicable provisions of
the Senior Loan Documents.

Immediately upon the expiration of any Payment Blockage Period as described in
this Section 4.2, the Debtors may resume making (and the Junior Creditors may
receive and retain) any and all Permitted Payments (including any Permitted
Payments missed during such period).

                4.3     In the event that any Junior Creditor shall have
received any payment or distribution at a time when such payment or distribution
was prohibited by the provisions of either of Section 4.1 or Section 4.2 hereof,
then, and in such event, such payment or distribution shall be deemed to have
been paid to such Junior Creditor in trust for the benefit of the Senior Lender,
and shall be promptly paid over to the Senior Lender (with proper endorsements
or assignments, if necessary) to the extent necessary to pay the Senior
Liabilities after giving effect to any concurrent payment to the Senior Lender
from other sources. To the extent there are any excess amounts paid over to the
Senior Lender after the Senior Liability Repayment, such excess amounts shall be
promptly remitted to the Junior Agent to the extent necessary to pay in full the
Junior Liabilities then due, which amounts shall constitute payments in respect
of the Junior Liabilities and will so reduce the outstanding amount of the
Junior Liabilities; provided, that, to the extent of the amount of any such
remittance received by it, each Junior Creditor hereby indemnifies and holds
harmless the Senior Lender from any and all claims, liabilities, damages and
expenses suffered by the Senior Lender in connection with the making of any such
remittance to the Junior Agent, but only to the extent of such Junior Creditor's
pro rata share of such remittance received by the Junior Agent.

                4.4     The provisions of this Section 4 shall not modify or
limit in any way the application of Section 3 hereof.

                4.5     The Senior Lender agrees to give prompt written notice
to the Debtors and the Junior Agent of any determination by the Senior Lender
that an Event of Default that gave rise to a Payment Blockage Period instituted
by the Senior Lender has been cured or waived, though the failure to give such
notice promptly or otherwise shall not affect the subordination effected by the
terms of this Agreement or otherwise result in any liability of the Senior
Lender to any Debtor or any Junior Creditor.

        5.      SUBROGATION. After the Senior Liability Repayment, the Junior
Creditors shall be subrogated (without any representation by or recourse to the
Senior Lender), to the extent of any payments or distributions (if any) made by
the Junior Creditors to the Senior Lender, or otherwise applied to payment of
such Senior Liabilities solely by reason of the provisions of this Agreement, to
any rights of the Senior Lender to receive payments and distribution of cash,


                                       12


securities and other property applicable to the Senior Liabilities, if any,
until the Junior Liabilities shall have been irrevocably paid in full in cash.
In no event, however, shall any Junior Creditor have any rights or claims
against the Senior Lender for any alleged impairment of any Junior Creditor's
subrogation rights, each Junior Creditor acknowledging that, for purposes of
this Section 5, any actions (or inactions) taken by the Senior Lender with
respect to the Senior Liabilities or the collateral therefor are authorized and
consented to by such Junior Creditor. For purposes of such subrogation, no
payments or distributions to the Senior Lender of any cash, securities or other
property to which any Junior Creditor would have been entitled, except for the
provisions of this Agreement, and no payments pursuant to the provisions of this
Agreement to the Senior Lender by any Junior Creditor, shall be deemed to be a
payment or distribution by any Debtor to or on account of the Senior
Liabilities, it being understood and agreed that the provisions of this
Agreement are solely for the purpose of defining the relative rights of the
Senior Lender on the one hand, and the Junior Creditors on the other hand.

        6.      STANDSTILL; RELATIVE RIGHTS.

                6.1     Except as otherwise expressly set forth in Section 6.2
or any other provision of this Agreement, nothing contained in this Agreement is
intended to or shall: (a) impair the obligations of the Debtors, which are
absolute and unconditional, to the Junior Creditors to pay the Junior
Liabilities as and when the same shall become due and payable in accordance with
their terms; (b) affect the relative rights of the Junior Creditors and the
creditors of the Debtors (other than the Senior Lender); or (c) prevent the
Junior Creditors from exercising all remedies otherwise permitted by applicable
law upon an Event of Default under the Junior Credit Agreement or otherwise,
subject to: (i) the rights under this Agreement of the Senior Lender to receive
payments or distributions otherwise payable or deliverable to, or received by,
the Junior Creditors upon the exercise of any such collection remedy; (ii) the
provisions of Section 3 of this Agreement; and (iii) the provisions of Section
6.2 of this Agreement.

                6.2     Notwithstanding anything to the contrary contained in
the Junior Loan Documents, Section 6.1 of this Agreement or otherwise, no Junior
Creditor:

                        (a)     will take any Enforcement Action described in
        clause (c) or (e) of the definition of "Enforcement Action", or
        otherwise relating to the Collateral, prior to the Senior Liability
        Repayment; or

                        (b)     will take any other Enforcement Action prior to
        the earliest of: (i) the commencement of an Insolvency or Liquidation
        Proceeding; (ii) the date that is (A) 120 days after written notice is
        given by the Junior Agent to the Senior Lender of the occurrence and
        continuance of any event of default under the Junior Loan Documents,
        which notice shall specify the nature of such event of default and state
        such Junior Creditor's intent to commence such Enforcement Action (the
        "JUNIOR CREDITOR DEFAULT NOTICE"), or (B) in the event that, during such
        120-day period referred to in clause (A), the Senior Lender gives the
        Junior Agent a written notice invoking a standstill, the date that is
        180 days after the date the Junior Creditor Default Notice is given
        unless the event


                                       13


        of default stated in such Junior Creditor Default Notice is the failure
        to pay the Junior Notes at maturity, in which case the date that is 270
        days after the date the Junior Creditor Default Notice is given;
        provided that in the case of either of the foregoing clauses (A) or (B),
        if the Debtors or the Senior Lender shall cure such event of default
        prior to the taking of such Enforcement Action by any Junior Creditor,
        no Junior Creditor will take or continue any Enforcement Action with
        respect to such event of default after the date of such cure; or (iii)
        the Senior Liabilities having been accelerated or declared accelerated
        in their entirety in writing; provided, however, that until the Senior
        Liability Repayment, any payments, distributions or proceeds resulting
        from the exercise of any such Enforcement Action received by any Junior
        Creditor or other holders of the Junior Liabilities shall be subject to
        the terms of this Agreement and shall be paid or delivered to the Senior
        Lender as provided in this Agreement.

        7.      AMENDMENTS; CERTAIN WAIVERS AND CONSENTS

                7.1     The Senior Lender and the Debtors may modify, supplement
or amend the terms of the Senior Loan Documents, or waive any of the provisions
thereof, in any manner whatsoever, all without consent of the Junior Agent or
any other Junior Creditor and without affecting the subordinations set forth in
this Agreement or the liabilities and obligations of the Junior Creditors
hereunder. Without limiting the generality of the foregoing, the Senior Lender
and the Debtors may, without consent of the Junior Agent or any other Junior
Creditor and without affecting the subordinations set forth in this Agreement or
the liabilities and obligations of the Junior Creditors hereunder, increase or
decrease the principal amount of the Senior Liabilities (subject to the
definitions of "Senior Liabilities" set forth in Section 1 hereof).
Notwithstanding any provision contained herein to the contrary, the Senior
Lender agrees that it shall not, without the prior written consent of the Junior
Agent, modify, supplement or amend the Senior Credit Agreement to specifically
prohibit the payment of any amount of interest or the prepayment of any amount
of principal to the Junior Creditors which payment would otherwise be permitted
under the terms hereof or under the Junior Credit Agreement as in effect on the
date hereof.

                7.2     The Junior Creditors and the Debtors may modify,
supplement or amend the terms of the Junior Loan Documents, all without the
consent of the Senior Lender, except that the Senior Lender's prior written
consent shall be required for any modification, supplement or amendment that has
the effect of (a) increasing the interest rate on the Junior Liabilities; (b)
shortening the final maturity or average life to maturity of, or requiring any
payment of interest to be made earlier than the date originally scheduled on the
Junior Liabilities; (c) changing any event of default or adding any covenant
with respect to the Junior Liabilities that is more onerous to any of the
Debtors or that is otherwise adverse to the Senior Lender; or (d) changing,
amending or altering any term thereof if such change, amendment or alteration
would materially increase the obligations of any Debtor or confer additional
material rights on the Junior Creditors in a manner adverse to the Senior
Lender.


                                       14


                7.3     The terms of this Agreement, the subordination effected
hereby, and the rights and the obligations of the Senior Lender arising
hereunder shall not be affected, modified or impaired in any manner or to any
extent by: (a) any amendment or modification of or supplement to any of the
Senior Loan Documents or any of the Junior Loan Documents effected in accordance
with the terms of this Agreement; (b) the validity or enforceability of any of
such documents; (c) any exercise or non-exercise of any right, power or remedy
under or in respect of the Senior Liabilities or the Junior Liabilities or any
of the instruments or documents referred to in clause (a) above; or (d) an
assignment or sale of any participation by the Senior Lender of all or a portion
of the Senior Liabilities and the Senior Loan Documents, provided that the
Senior Lender complies with Section 17.12 hereof. In this connection, any
assignee or participant of any Senior Liabilities and Senior Loan Documents
shall be entitled to the full benefits and rights of the Senior Lender as set
forth in this Agreement.

                7.4     The Junior Creditors hereby waive any defense based on
the adequacy of a remedy at law or equity which might be asserted as a bar to
the remedy of specific performance of this Agreement in any action brought
therefor by the Senior Lender. To the fullest extent permitted by applicable
law, and except as expressly set forth herein, the Junior Creditors hereby
further waive: (a) presentment, demand, protest, notice of protest, notice of
default or dishonor, notice of payment or nonpayment and any and all other
notices and demands of any kind in connection with all negotiable instruments
evidencing all or any portion of the Senior Liabilities; (b) the right to
require the Senior Lender to marshall any assets or Collateral, or to enforce
any Lien the Senior Lender may now or hereafter have in any assets or Collateral
securing the Senior Liabilities, or to pursue any claim the Senior Lender may
have against any guarantor of the Senior Liabilities, as a condition to the
Senior Lender's entitlement to receive any payment on account of the Senior
Liabilities; (c) notice of the acceptance of this Agreement by the Senior
Lender; and (d) notice of any loans or other credit made available to any
Debtor, extensions of time granted, amendments to the Senior Loan Documents, or
other action taken in reliance hereon. The Junior Creditors hereby consent and
agree that the Senior Lender may, without in any manner impairing, releasing or
otherwise affecting the subordination provided for in this Agreement or any of
the Senior Lender's rights hereunder and without prior notice to or the consent
of any Junior Creditor: (i) release, renew, extend, compromise or postpone the
time of payment of any of the Senior Liabilities; (ii) substitute, exchange or
release any or all of the Collateral or guaranties for the Senior Liabilities or
decline or neglect to perfect the Senior Lender's Lien upon any of the
Collateral for the Senior Liabilities; and (iii) add or release any person or
entity primarily or secondarily liable for any of the Senior Liabilities.

        8.      NO CONTEST OF LIENS, ETC. Each Junior Creditor and the Senior
Lender agrees that it will not at any time contest the validity, perfection,
priority or enforceability of the Liens granted by the Debtors to the Senior
Lender or the Junior Agent and the Junior Creditors in the Debtors' assets
pursuant to the Senior Loan Documents and the Junior Loan Documents. Each Junior
Creditor agrees that it will not, until the Senior Liability Repayment, take a
Lien on any property of any Debtor, other than Liens in the Collateral, as in
effect on the date of this Agreement, which Liens shall at all times be
subordinate and junior to the Liens of the Senior Lender in the Collateral as
herein provided.


                                       15


        9.      SALES AND TRANSFERS. Each Junior Creditor represents that it is
the lawful owner of the Junior Liabilities evidenced by the Junior Note
evidencing the Junior Liabilities owing to it and that it has not heretofore
sold, assigned, disposed of or transferred any of the Junior Liabilities, and
agrees that it shall not hereafter sell, assign, dispose of or otherwise
transfer all or any portion of its Junior Liabilities without, upon the
consummation of any such action, causing the transferee thereof to execute and
deliver to the Senior Lender an agreement substantially identical to this
Agreement that is acceptable to the Senior Lender in its sole discretion,
providing for the continued subordination of the Junior Liabilities so sold,
assigned, disposed of or transferred to the Senior Liabilities as provided
herein and for the continued effectiveness of all of the rights of the Senior
Lender arising under this Agreement in respect of the Junior Liabilities so
sold, assigned, disposed of or transferred. Notwithstanding the failure to
execute or deliver any such agreement, the subordination effected hereby shall
survive any sale, assignment, disposition or other transfer of all or any
portion of the Junior Liabilities, and the terms of this Agreement shall be
binding upon the successors and assigns of the Junior Creditors.

        10.     CONFLICT. In the event of any conflict between any term,
covenant or condition of this Agreement and any term, covenant or condition of
any of the Junior Loan Documents, the provisions of this Agreement shall control
and govern.

        11.     WAIVER AND AMENDMENT. No waiver of any provision of this
Agreement shall be deemed to be made by the Senior Lender or the Junior Agent of
any of their rights hereunder unless the same shall be in writing signed by each
of the Senior Lender and the Junior Agent. Each waiver, if any, by the Senior
Lender or the Junior Agent shall be a waiver only with respect to the specific
instance involved and shall in no way impair the rights of the Senior Lender or
the Junior Agent, as the case may be, in any other respect at any other time. No
provision of this Agreement may be modified or amended in any respect unless the
same shall have been approved and consented to in writing by each of the Senior
Lender and the Junior Agent.

        12.     NOTICES. Any notices or other communications required or
permitted to be given hereunder shall be delivered personally or mailed,
certified mail, return receipt requested, or sent by commercial overnight
courier service, or sent by telecopy, to the following addresses (or such other
addresses as shall be given by a notice delivered hereunder), and shall be
deemed to have been given on the day of delivery if delivered personally or sent
via overnight courier, on the day received if mailed, or on the date of
transmission if transmitted by facsimile on a business day, otherwise on the
next business day:


                                       16


If to the Junior Agent:

                        William G. Miller
                        c/o Miller Industries, Inc.
                        8503 Hilltop Drive
                        Suite 100
                        Ooltewah, Tennessee 37363
                        Fax No.: 678-762-9868

                With a copy to:

                        Miller Industries, Inc.
                        8503 Hilltop Drive
                        Suite 100
                        Ooltewah, Tennessee 37363
                        Attn: J. Vincent Mish, Chief Financial Officer
                        Telephone:      (800) 752-5336, ext. 246
                        Fax:            (423) 238-8417

If to the Senior Lender:

                        Wachovia Bank, National Association
                        171 17th Street, N.W., 100 Building
                        Atlanta, Georgia 30363
                        Attn: Donald Dalton
                        Telephone:      (404) 214-6288
                        Fax:            (404) 214-3861

Any party may change the address to which notices to it are sent by giving
written notice pursuant to this Section to the other party hereto.

        13.     REPRESENTATIONS AND WARRANTIES. Each party hereto represents and
warrants to the other party hereto as follows: (a) such party has all requisite
power and authority to execute, deliver and perform this Agreement without other
or further action or approval of any kind; and (b) this Agreement constitutes
the valid and legally binding obligation of such party, enforceable in
accordance with its terms (except that enforceability may be limited by
bankruptcy, insolvency and other laws affecting creditors' rights generally),
and no consent or approval of any other party, and no consent, license, approval
or authorization of any governmental authority, bureau or agency, is required in
connection with the execution, delivery, performance, validity and
enforceability of this Agreement by such party.

        14.     [INTENTIONALLY DELETED.]

        15.     INDEPENDENT CREDIT INVESTIGATIONS. Neither any Junior Creditor
nor the Senior Lender, nor any of their respective directors, officers, agents
or employees, shall be responsible


                                       17


to the others for any Debtor's solvency, financial condition or ability to repay
any of the Senior Liabilities or the Junior Liabilities, or for statements of
any Debtor, oral or written, or for the validity, sufficiency or enforceability
of any of the Senior Loan Documents or any of the Junior Loan Documents or the
value of any collateral. Each of the Junior Creditors and the Senior Lender has
entered into its agreements with the Debtors based upon its own independent
investigation, and makes no warranty or representation to the other, nor does it
rely upon any representation of the other, with respect to matters identified or
referred to in this paragraph.

        16.     TERM OF AGREEMENT. This Agreement shall continue in full force
and effect and shall be irrevocable by the Junior Creditors until the earliest
to occur of the following: (a) the parties hereto in writing mutually agree to
terminate this Agreement; or (b) the Senior Liability Repayment.

        17.     MISCELLANEOUS.

                17.1    Subject to Section 17.12 hereof, the Junior Creditors
agree that they will agree to subordinate the Junior Liabilities then owed to
them, and the Junior Creditors' Liens in the Collateral, to another lender or
group of lenders that refinance in whole the Senior Liabilities then owing to
the Senior Lender under the Senior Loan Documents (the "NEW LENDER") by entering
into a subordination agreement with the New Lender, provided that (a) the
aggregate amount of New Lender Liabilities (Liabilities to the New Lender)
replacing the Senior Liabilities shall not exceed the Senior Liabilities,
together with prepayment and closing fees and expenses not to exceed 5% in the
aggregate of the replaced Liabilities, and (b) the terms and conditions of such
new subordination agreement, taken as a whole, shall not be less favorable to
the Junior Creditors in any material respect than the terms and conditions
contained in this Agreement. Further, subject to Section 17.12 hereof, the
Junior Creditors agree that they will agree to subordinate the Junior
Liabilities then owed to them, and the Junior Creditors' Liens in the
Collateral, to another lender to whom the Senior Lender assigns or sells a
participation interest in all or a portion of the Senior Liabilities pursuant to
Section 11.5 of the Senior Credit Agreement, provided that the terms and
conditions of such new subordination agreement, taken as a whole, shall not be
less favorable to the Junior Creditors in any material respect than the terms
and conditions contained in this Agreement.

                17.2    The Senior Lender covenants and agrees to deliver to the
Junior Agent, and the Junior Agent covenants and agrees to deliver to the Senior
Lender, notice of any default or Event of Default under the Senior Loan
Documents or the Junior Loan Documents, as applicable, simultaneously with
delivery thereof to the Debtors (or any of them); provided, however, the failure
to deliver such notice shall not give rise to a claim or cause of action against
Senior Lender or Junior Agent by reason of its failure to give such notice. The
Senior Lender covenants and agrees to deliver to the Junior Agent, and the
Junior Agent covenants and agrees to deliver to the Senior Lender, reasonable
notice of any intended sale of Collateral under the Senior Loan Documents or the
Junior Loan Documents, as applicable; provided, however, the failure to deliver
such notice shall not give rise to a claim or cause of action against Senior
Lender, Junior Agent by reason of its failure to give such notice.


                                       18


                17.3    Senior Lender hereby agrees, on a best efforts basis and
without assuming any liabilities to the Junior Creditors in connection herewith,
to hold that portion of the Collateral in which security interests may be
perfected by possession or endorsement, that at any time is in its possession,
as the bailee of Junior Creditors under the Junior Loan Documents for the
purpose of perfecting the subordinated security interest of Junior Creditors in
any Collateral in which security interests may be perfected by possession or
endorsement, subject to the terms of this Agreement. Upon the Senior Liability
Repayment, and termination of any agreement between the Debtors and Senior
Lender under which the Senior Lender is required to or may make loans or provide
other financial accommodations, Senior Lender shall release its Lien on all
Collateral and, on a best efforts basis and without assuming any liabilities to
the Junior Creditors in connection therewith, transfer possession of the
Collateral as is then in its possession to the Junior Creditors under the Junior
Loan Documents together with appropriate endorsements or assignments as may be
required for Junior Creditors to be perfected in such Collateral, all at the
cost of Junior Creditors.

                17.4    [Intentionally Deleted.]

                17.5    This Agreement shall be construed in accordance with and
governed by the laws of the State of Georgia without regard to principles of
conflict of laws.

                17.6    THE SENIOR LENDER AND EACH JUNIOR CREDITOR EACH HEREBY
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (a) TO
ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (b)
ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

                EACH JUNIOR CREDITOR AND THE SENIOR LENDER HEREBY AGREE THAT THE
FEDERAL COURT OF THE NORTHERN DISTRICT OF GEORGIA AND THE STATE COURTS LOCATED
IN ATLANTA, GEORGIA, OR, AT THE OPTION OF THE SENIOR LENDER, ANY COURT IN WHICH
THE SENIOR LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY AND WHICH SITS IN A
JURISDICTION IN WHICH ANY DEBTOR TRANSACTS BUSINESS SHALL HAVE NON-EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUCH JUNIOR
CREDITOR AND THE SENIOR LENDER PERTAINING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR TO ANY MATTER ARISING HEREFROM. EACH JUNIOR CREDITOR EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS. THE NON-EXCLUSIVE CHOICE OF FORUM SET FORTH IN THIS
SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED
IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE THE
SAME IN ANY APPROPRIATE JURISDICTION.


                                       19


                17.7    The provisions of this Agreement are solely for the
purpose of defining the relative rights of the Junior Creditors and the Senior
Lender and shall not, and shall not be deemed, to create any rights or
priorities in favor of any other person or entity, including the Debtors.

                17.8    Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such 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 Agreement unless the consummation
of the transactions contemplated hereby is materially adversely affected
thereby.

                17.9    This Agreement and any amendments thereto may be
executed in any number of counterparts, each of which shall be an original, and
all of which taken together shall constitute one and the same instrument.

                17.10   The headings appearing in this Agreement have been
inserted solely for reference and shall not affect the meaning or interpretation
of any provision of this Agreement.

                17.11   This Agreement embodies the entire Agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.

                17.12   Junior Agent Purchase Option.

                        (a)     Upon notice by the Senior Lender (each such
notice, a "NOTICE OF PROPOSED TRANSFER") to the Junior Agent given in accordance
with Section 17.12(b) hereof of the intent of the Senior Lender to at any time
assign, transfer or grant participations in, all or any part of the Senior
Liabilities (each such proposed assignment, transfer or participation referred
to herein as a "PROPOSED TRANSFER"), the Junior Agent shall have the option (but
shall be under no obligation to), which such option shall be exercised by
delivery of notice by the Junior Agent to the Senior Lender (each such notice, a
"PURCHASE NOTICE") given by a same day method (e.g. facsimile, electronic mail
or personal delivery), to purchase all (but not less than all) of the portion of
the Senior Liabilities that are proposed to be assigned, transferred or
participated by the Senior Lender through a last out participation agreement
entered into between Senior Lender and Junior Lenders, which agreement shall
contain provisions customary in last out participation agreements and shall be
in form and substance mutually satisfactory to the Senior Lender and the Junior
Agent. Each Purchase Notice shall be irrevocable when given. If the Junior Agent
does not deliver any such Purchase Notice within 10 days of the receipt by the
Junior Agent of the applicable Notice of Proposed Transfer, the purchase right
of the Junior Agent hereunder with respect to such Notice of Proposed Transfer
shall expire and be of no force and effect.

                        (b)     The Senior Lender shall deliver to the Junior
Agent a Notice of Proposed Transfer prior to the proposed consummation of (or
the entering into of any irrevocable


                                       20


agreement for the consummation of), each and every assignment, transfer or
participation of all or any portion of the Senior Liabilities at any time on or
hereafter. The Junior Agent may send to the Senior Lender a Purchase Notice
within 10 days after the date of receipt by the Junior Agent of the applicable
Notice of Proposed Transfer, in which event, the Senior Lender shall not
consummate any assignment, transfer or participation of all or any portion of
the Senior Liabilities, PROVIDED that, the purchase, sale and conversion with
respect to the Senior Liabilities provided for in this Section 17.12(b) shall
have closed within 30 days after the receipt by the Senior Lender of the
Purchase Notice and the Senior Lender shall have received payment in full of the
Senior Loans as provided for herein within such 30 day period.

                        (c)     On the date specified by the Junior Agent in the
Purchase Notice (which shall not be more than 30 days after the receipt by the
Senior Lender of the Purchase Notice), the Senior Lender shall sell to the
Junior Agent, and the Junior Agent shall purchase from the Senior Lender, the
Senior Liabilities that are the subject of such Proposed Transfer through a last
out participation agreement between the Senior Lender and the Junior Lenders,
which agreement shall contain provisions customary in last out participation
agreements and shall be in form and substance mutually satisfactory to the
Senior Lender and the Junior Agent.

                        (d)     Upon the date of such purchase and sale, the
Junior Agent shall (a) pay to the Senior Lender as the purchase price therefor
the principal amount (valued at par) of the Senior Liabilities then outstanding
and unpaid that are the subject of such Proposed Transfer, together with all
accrued and unpaid interest and fees, if any, relating to such Senior
Liabilities (and, in the case of any Proposed Transfer of all Senior Liabilities
under the Senior Credit Agreement, (i) pay any other fees and expenses,
including reasonable attorneys' fees and legal expenses, that are then due and
owing to the Senior Lender by any of the Debtors under the Senior Loan
Documents, and (ii) furnish cash collateral to the Senior Lender in such amounts
as required under the Senior Credit Agreement to cash collateralize outstanding
Letter of Credit Liabilities in connection with any then issued and outstanding
Letters of Credit until such Letters of Credit are cancelled or terminated).
Such purchase price (and cash collateral, if applicable) shall be remitted by
wire transfer in federal funds to such bank account of the Senior Lender as the
Senior Lender may designate in writing to Junior Agent for such purpose.
Interest on the Senior Liabilities that are the subject of such Proposed
Transfer shall be calculated to but excluding the business day on which such
purchase and sale shall occur if the amounts so paid by the Junior Agent to the
bank account designated by the Senior Lender are received in such bank account
prior to 2:00 p.m., Atlanta, Georgia time, and such interest shall otherwise be
calculated to and including such business day if the amounts so paid by the
Junior Agent to the bank account designated by the Senior Lender are received in
such bank account later than 2:00 p.m., Atlanta, Georgia time.

                        (e)     Such purchase and sale by the Senior Lender to
the Junior Agent hereunder shall be expressly made without representation or
warranty of any kind by the Senior Lender, except that the Senior Lender shall
represent and warrant to the Junior Agent: (a) the amount of the Senior
Liabilities that are the subject of such Proposed Transfer, (b) that Senior
Lender owns the Senior Liabilities that are the subject of such purchase and
sale hereunder free and clear of any Liens or encumbrances and (c) that such
Senior Lender has the right to assign or


                                       21


grant participations in such Senior Liabilities (and Senior Loan Commitments, if
applicable) and the assignment or participation is duly authorized by Senior
Lender.






                    (Signatures Begin On The Following Pages)








                                       22


        IN WITNESS WHEREOF, this Intercreditor, Subordination and Turnover
Agreement has been duly executed by the parties hereto as of the date first
above written.


                                        JUNIOR AGENT:


                                        /s/ William G. Miller
                                        ----------------------------------------
                                        William G. Miller


                                        SENIOR LENDER:

                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Senior Lender

                                        By:  /s/ Michael J. Romano
                                           -------------------------------------
                                        Name:  Michael J. Romano
                                        Title:  Vice President


Acknowledged and Agreed:

JUNIOR LENDER:


  /s/ William G. Miller
- --------------------------------------------
William G. Miller, as the sole Junior Lender

EX-10.5

                                                                    EXHBIIT 10.5


                               SECURITY AGREEMENT


        THIS SECURITY AGREEMENT dated as of June 17, 2005 between Miller
Industries, Inc., a Tennessee corporation, with its principal place of business
and chief executive office located at 8503 Hilltop Drive, Suite 100, Ooltewah,
Tennessee 37363 (the "Debtor"), and WACHOVIA BANK, NATIONAL ASSOCIATION with an
office located at 171 17th Street NW, 100 Building, Atlanta, Georgia, 30363, as
Lender (the "Lender") under the Credit Agreement (as hereinafter defined).

        WHEREAS, the Debtor and the Lender have entered into that certain Credit
Agreement dated as of June 17, 2005 (as the same may be amended, supplemented,
restated or otherwise modified from time to time, the "Credit Agreement")
pursuant to which the Lender has agreed to extend certain financial
accommodations to the Debtor subject to the terms thereof;

        WHEREAS, it is a condition precedent to the Lender's extension of such
financial accommodations under the Credit Agreement that the Debtor execute and
deliver this Agreement;

        NOW, THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Debtor, the Debtor hereby agrees with the Lender as follows:

        SECTION 1. DEFINITIONS. (a) For the purposes of this Agreement:

        "AGREEMENT" means this Security Agreement, as the same may be amended,
supplemented, restated or otherwise modified from time to time.

        "COLLATERAL" means all of the following properties, assets and rights of
the Debtor, wherever located, whether now owned or hereafter acquired or
arising: all personal and fixture property of every kind and nature including
without limitation all goods, inventory, equipment, instruments (including
promissory notes), documents, accounts, chattel paper (whether tangible or
electronic), deposit accounts, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort claims, securities
and all other investment property (but, with respect to the Equity Interests of
Foreign Subsidiaries, Collateral shall be limited to 65% of the Equity Interests
of such Foreign Subsidiaries), supporting obligations, any other contract rights
or rights to the payment of money, insurance claims, all general intangibles
(including all payment intangibles), copyrights, trademarks, patents, and all
additions, attachments, accessions, parts, replacements, substitutions,
renewals, interest, dividends, distributions, rights of any kind (including but
not limited to stock splits, stock rights, voting and preferential rights),
products, and proceeds of or pertaining to the above including, without limit,
cash or other property which were proceeds and are recovered by a bankruptcy
trustee or otherwise as a preferential transfer by Debtor.



        "DEBTOR" has the meaning set forth in the first paragraph hereof.

        "DEFAULT" means any of the events specified in the definition of Event
of Default, whether or not there has been satisfied any requirement for giving
of notice, lapse of time or the happening of any other condition.

        "EVENT OF DEFAULT" means any of the following events, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any governmental or nongovernmental body:

        (a)     the occurrence of an "Event of Default" under and as defined in
the Credit Agreement;

        (b)     the loss, theft, destruction, reduction in value, damage to or
condemnation of all of the Collateral, or any material part of the Collateral,
which such loss, theft, destruction, reduction in value, damage or condemnation
results in a Material Adverse Effect, unless such loss is fully covered by
insurance proceeds, and such proceeds are disbursed as set forth in Section 7.5
of the Credit Agreement; or

        (c)     the Lender's security interest should become unenforceable or
cease to be of a first priority.

        "STATE" means the State of Georgia.

                (b)     Unless otherwise set forth herein to the contrary,
capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Credit Agreement, and, further, terms not otherwise defined
herein which are defined in the Uniform Commercial Code of the State are used
herein with the meanings ascribed to them in the Uniform Commercial Code of the
State. However, if a term is defined in Article 9 of the Uniform Commercial Code
of the State differently than in another Article of the Uniform Commercial Code
of the State, the term has the meaning specified in Article 9.

        SECTION 2. GRANT OF SECURITY. To secure the prompt and complete payment,
observance and performance when due (whether at stated maturity, by acceleration
or otherwise) of all of the Obligations, the Debtor hereby collaterally assigns
and pledges to the Lender, and grants to the Lender a security interest and lien
in and to, the Collateral. The Lender acknowledges that the attachment of its
security interest in any commercial tort claim as original collateral is subject
to the Company's compliance with Section 4(g).

        SECTION 3. AUTHORIZATION TO FILE FINANCING STATEMENTS. The Debtor hereby
irrevocably authorizes the Lender at any time and from time to time to file in
any Uniform Commercial Code jurisdiction any initial financing statements and
amendments thereto that (a) indicate the Collateral (i) as all assets of the
Debtor or words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the


                                       2


Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of
an equal or lesser scope or with greater detail, and (b) contain any other
information required by part 5 of Article 9 of the Uniform Commercial Code of
the State for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Debtor is an organization, the
type of organization and any organization identification number issued to the
Debtor and, (ii) in the case of a financing statement filed as a fixture filing
or indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral relates. The
Debtor agrees to furnish any such information to the Lender promptly upon
request.

        SECTION 4. OTHER ACTIONS. Further to insure the attachment, perfection
and first priority of, and the ability of the Lender to enforce, the Lender's
security interest in the Collateral, the Debtor agrees, in each case at the
Debtor's own expense, to take the following actions with respect to the
following Collateral:

        (a)     PROMISSORY NOTES AND TANGIBLE CHATTEL PAPER. If the Debtor shall
at any time hold or acquire any promissory notes or tangible chattel paper
constituting Collateral, the Debtor shall forthwith endorse, assign and deliver
the same to the Lender, accompanied by such instruments of transfer or
assignment duly executed in blank as the Lender may from time to time specify.

        (b)     [Reserved]

        (c)     INVESTMENT PROPERTY. If the Debtor shall at any time hold or
acquire any Equity Interests of Domestic Material Subsidiaries (and First Tier
Foreign Subsidiaries, but in such case limited to only 65% of all outstanding
Equity Interests of such First Tier Foreign Subsidiaries) in the form of
certificated securities, the Debtor shall, at the Lender's request and option,
endorse, assign and deliver the same to the Lender, accompanied by such
instruments of transfer or assignment duly executed in blank as the Lender may
from time to time specify. If any Collateral consisting of securities now or
hereafter acquired by the Debtor are uncertificated and are issued to the Debtor
or its nominee directly by the issuer thereof, the Debtor shall immediately
notify the Lender thereof and, at the Lender's request and option, pursuant to
an agreement in form and substance satisfactory to the Lender, cause the issuer
to agree to comply with instructions from the Lender as to such securities,
without further consent of the Lender or such nominee, provided, that in the
case of securities relating to any Subsidiary, such shall be limited to Domestic
Material Subsidiaries (and First Tier Foreign Subsidiaries, but in such case
limited to only 65% of all outstanding Equity Interests of such First Tier
Foreign Subsidiaries).

        (d)     COLLATERAL IN THE POSSESSION OF A BAILEE. If any Collateral
consisting of goods are at any time in the possession of a bailee, the Debtor
shall promptly notify the Lender thereof and, if requested by the Lender, shall
promptly obtain an acknowledgement from the bailee, in form and substance
satisfactory to the Lender, that the bailee holds such Collateral for the
benefit of the Lender and shall act upon the instructions of the Lender, without
the further consent of the Debtor.

        (e)     ELECTRONIC CHATTEL PAPER AND TRANSFERABLE RECORDS. If the Debtor
at any time holds or acquires an interest in any electronic chattel paper or any
"transferable record", as that


                                       3


term is defined in Section 201 of the federal Electronic Signatures in Global
and national Commerce Act, or in Section 16 of the Uniform Electronic
Transactions Act as in effect in any relevant jurisdiction, the Debtor shall
promptly notify the Lender thereof and, at the request of the Lender, shall take
such action as the Lender may reasonably request to vest in the Lender control,
under section 9-105 of the Uniform Commercial Code, of such electronic chattel
paper or control under Section 201 of the federal Electronic Signatures in
Global and National Commerce Act or, as the case may be, section 16 of the
Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of
such transferable record.

        (f)     LETTER-OF-CREDIT RIGHTS. If the Debtor is at any time a
beneficiary under a letter of credit now or hereafter issued in favor of the
Debtor, the Debtor shall promptly notify the Lender thereof and, at the request
and option of the Lender, the Debtor shall, pursuant to an agreement in form and
substance satisfactory to the Lender, either (i) arrange for the issuer and any
confirmer of such letter of credit to consent to an assignment to the Lender of
the proceeds of any drawing under the letter of credit or (ii) arrange for the
Lender to become the transferee beneficiary of the letter of credit, with the
Lender agreeing, in each case, that the proceeds of any drawing under the letter
of credit are to be applied as provided in the Credit Agreement. Notwithstanding
the foregoing, so long as no Event of Default has occurred and is continuing,
the Debtor may retain the proceeds of any such letter of credit.

        (g)     COMMERCIAL TORT CLAIMS. If the Debtor shall at any time hold or
acquire a commercial tort claim, the Debtor shall promptly notify the Lender in
a writing signed by the Debtor of the brief details thereof and grant to the
Lender in such writing a security interest therein and in the proceeds thereof,
all upon the terms of this Agreement, with such writing to be in form and
substance reasonably satisfactory to the Lender.

        (h)     OTHER ACTIONS AS TO ANY AND ALL COLLATERAL. The Debtor further
agrees to take any other action reasonably requested by the Lender to insure the
attachment, perfection and first priority of, and the ability of the Lender to
enforce, the Lender's security interest in any and all of the Collateral
including, without limitation, (i) executing, delivering and, where appropriate,
filing financing statements and amendments relating thereto under the Uniform
Commercial Code, to the extent, if any, that the Debtor's signature thereon is
required therefor, (ii) causing the Lender's name to be noted as secured party
on any certificate of title for a titled good if such notation is a condition to
attachment, perfection or priority of, or ability of the Lender to enforce, the
Lender's security interest in such Collateral, (iii) complying with any
provision of any statute, regulation or treaty of the United States as to any
Collateral if compliance with such provision is a condition to attachment,
perfection or priority of, or ability of the Lender to enforce, the Lender's
security interest in such Collateral, (iv) obtaining governmental and other
third party consents and approvals, including without limitation any consent of
any licensor, lessor or other person obligated on Collateral, (v) obtaining
waivers from mortgagees and landlords in form and substance satisfactory to the
Lender and (vi) taking all actions required by applicable law in any relevant
Uniform Commercial Code jurisdiction, or by other law as applicable in any
foreign jurisdiction.

        SECTION 5. REPRESENTATIONS AND WARRANTIES REGARDING LEGAL STATUS. The
Debtor represents and warrants to the Lender as follows: as of the date hereof
(a) the Debtor's exact


                                       4


legal name is Miller Industries, Inc., (b) the Debtor is corporation
incorporated under the laws of the State of Tennessee, (c) the Debtor's
organizational identification number is 0278652 and (d) the Debtor's chief
executive office, as well as the Debtor's mailing address is 8503 Hilltop Drive,
Suite 100, Ooltewah, Tennessee 37363.

        SECTION 6. COVENANTS REGARDING LEGAL STATUS. The Debtor covenants with
the Lender as follows: (a) without providing at least thirty (30) days prior
written notice to the Lender, the Debtor will not change its name, its primary
place of business or, if more than one, chief executive office, or its mailing
address or organizational identification number if it has one, (b) if the Debtor
does not have an organizational identification number and later obtains one, the
Debtor will forthwith notify the Lender of such organizational identification
number, and (c) the Debtor will not change its type of organization,
jurisdiction of organization or other legal structure.

        SECTION 7. REPRESENTATIONS AND WARRANTIES REGARDING COLLATERAL, ETC. The
Debtor further represents and warrants to the Lender as follows: (a) the Debtor
is the owner of the Collateral, free from any lien, security interest or other
encumbrance, except for Permitted Liens, (b) none of the Collateral constitutes,
or is the proceeds of "farm products" as defined in ss. 9-102(a)(34) of the
Uniform Commercial Code of the State, (c) as of the date hereof none of the
account debtors or other persons obligated on any of the Collateral is a
governmental authority covered by the Federal Assignment of Claims Act or like
federal, state or local statute or rule in respect of such Collateral, (d) as of
the date hereof the Debtor does not hold any commercial tort claim except as
indicated on Schedule 7(d) hereto, (e) the Debtor does hold or own any
trademark, copyright or patent except as indicated on Schedule 7(e) hereto and
(e) the Debtor has at all times operated its business in compliance in all
material respects with all applicable provisions of federal, state and local
statutes and ordinances, including, without limitation, those dealing with the
control, shipment, storage or disposal of hazardous materials or substances,
except where the failure to so comply would not result in a Material Adverse
Effect.

        SECTION 8. COVENANTS REGARDING COLLATERAL GENERALLY. The Debtor further
covenants with the Lender as follows: (a) the Collateral, to the extent not
delivered to the Lender pursuant to Section 4 and except for sales of inventory
in the ordinary course of business and dispositions and transfers permitted
under the Credit Agreement, will be kept at those locations listed on Schedule
8(a) hereto, and the Debtor will not remove the Collateral from such locations,
without providing at least thirty (30) days prior written notice to the Lender,
(b) except for the security interest herein granted and Permitted Liens, the
Debtor shall be the owner of the Collateral free from any lien, security
interest or other encumbrance, and the Debtor shall defend the same against all
claims and demands of all persons at any time claiming the same or any interests
therein adverse to the Lender, (c) except for Permitted Liens, the Debtor shall
not pledge, mortgage or create, or suffer to exist any lien, security interest
or other encumbrance in the Collateral in favor of any Person other than the
Lender, (d) the Debtor shall keep the Collateral in good order and repair and
will not use the same in material violation of law or any policy of insurance
thereon, (e) the Debtor shall permit the Lender, or its designee, to inspect the
Collateral at any reasonable time and upon reasonable notice, wherever located,
(f) the Debtor will promptly pay when due all taxes, assessments, governmental
charges and levies upon the Collateral or incurred in


                                       5


connection with the use or operation of the Collateral or incurred in connection
therewith to the extent required pursuant to the Credit Agreement, (g) the
Debtor shall continue to operate its business in compliance in all material
respects with all applicable provisions of federal, state and local statutes and
ordinances, including, without limitation, those dealing with the control,
shipment, storage or disposal of hazardous materials or substances, except for
those federal, state and local statues and ordinances, the failure with which to
comply would not result in a Material Adverse Effect and (h) the Debtor shall
not sell, transfer or otherwise dispose, or offer to sell, transfer or otherwise
dispose, of the Collateral or any interest therein except for (i) sales of
inventory in the ordinary course of business and (ii) dispositions permitted by
the Credit Agreement.

        SECTION 9. INSURANCE. The Debtor shall at all times maintain insurance
on the Collateral as set forth in the Credit Agreement.

        SECTION 10. COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.

        (a)     EXPENSES INCURRED BY LENDER. In the Lender's reasonable
discretion, if the Debtor fails to timely do so (as required hereunder or under
the Loan Documents), the Lender may discharge taxes and other encumbrances at
any time levied or placed on any of the Collateral, maintain any of the
Collateral, make repairs thereto and pay any necessary filing fees or insurance
premiums. The Debtor agrees to reimburse the Lender on demand for all reasonable
expenditures so made. The Lender shall have no obligation to the Debtor or any
other person to make any such expenditures, nor shall the making thereof be
construed as a waiver or cure of any Default or Event of Default.

        (b)     LENDER'S OBLIGATIONS AND DUTIES. Anything herein to the contrary
notwithstanding, the Debtor shall remain obligated and liable under each
contract or agreement comprised in the Collateral to be observed or performed by
the Debtor thereunder. The Lender shall not have any obligation or liability
under any such contract or agreement by reason of or arising out of this
Agreement or the receipt by the Lender of any payment relating to any of the
Collateral, nor shall the Lender be obligated in any manner to perform any of
the obligations of the Debtor under or pursuant to any such contract or
agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Lender in respect of the Collateral or as to the sufficiency of
any performance by any party under any such contract or agreement, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to the Lender or to which
the Lender may be entitled at any time or times. The Lender's sole duty with
respect to the custody, safe keeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the Uniform Commercial Code of the
State or otherwise, shall be to deal with such Collateral in the same manner as
the Lender deals with similar property for its own account.

        SECTION 11. SECURITIES AND DEPOSITS. After the occurrence and during the
continuation of an Event of Default, the Lender may at any time, at its option,
transfer to itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional Collateral or
apply it to the Obligations. Regardless of the adequacy of Collateral or any
other security for the Obligations, any deposits or other sums at any time


                                       6


credited by or due from the Lender to the Debtor may at any time be applied to
or set off against any of the Obligations then due and owing.

        SECTION 12. NOTIFICATION TO ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED
ON COLLATERAL. The Debtor shall, at the request and option of the Lender during
a continuance of an Event of Default, notify account debtors and other persons
obligated on any of the Collateral of the security interest of the Lender in any
account, chattel paper, general intangible, instrument constituting Collateral
or other Collateral and that payment thereof is to be made directly to the
Lender or to any financial institution designated by the Lender as the Lender's
agent therefor, and the Lender may itself, if an Event of Default shall have
occurred and be continuing, without notice to or demand upon the Debtor, so
notify account debtors and other persons obligated on Collateral. After the
making of such a request or the giving of any such notification, the Debtor
shall hold any proceeds of collection of accounts, chattel paper, general
intangibles, instruments constituting Collateral and other Collateral received
by the Debtor as trustee for the Lender, without commingling the same with other
funds of the Debtor and shall turn the same over to the Lender in the identical
form received, together with any necessary endorsements or assignments. The
Lender shall apply the proceeds of collection of such accounts, chattel paper,
general intangibles, instruments and other Collateral received by the Lender to
the Obligations in accordance with Section 10.4 of the Credit Agreement, such
proceeds to be immediately credited after final payment in cash or other
immediately available funds of the items giving rise to them.

        SECTION 13. POWER OF ATTORNEY.

        (a)     APPOINTMENT AND POWERS OF LENDER. The Debtor hereby irrevocably
constitutes and appoints the Lender and any officer or agent thereof, with full
power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of the Debtor or in the
Lender's own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or useful to accomplish the purposes of this
Agreement and, without limiting the generality of the foregoing, hereby gives
said attorneys the power and right, on behalf of the Debtor, without notice to
or assent by the Debtor, to do the following: (i) upon the occurrence and during
the continuance of an Event of Default, generally to sell, transfer, pledge,
make any agreement with respect to or otherwise dispose of or deal with any of
the Collateral in such manner as is consistent with the Uniform Commercial Code
of the State and as fully and completely as though the Lender were the absolute
owner thereof for all purposes, and to do, at the Debtor's expense, at any time,
or from time to time, all acts and things which the Lender deems necessary or
advisable to protect, preserve or realize upon the Collateral and the Lender's
security interest therein, in order to effect the intent of this Agreement, all
no less fully and effectively as the Debtor might do, including, without
limitation, (A) the filing and prosecuting of registration and transfer
applications with the appropriate federal, state or local agencies or
authorities with respect to trademarks, copyrights and patentable inventions and
processes constituting Collateral, (B) upon written notice to the Debtor, the
exercise of voting rights with respect to voting securities constituting
Collateral, which rights may be exercised, if the Lender so elects, with a view
to causing the liquidation of assets of the issuer of any such securities and
(C) the execution, delivery and recording, in connection with any sale or other
disposition of any Collateral, of the endorsements, assignments or other
instruments of


                                       7


conveyance or transfer with respect to such Collateral; and (ii) to the extent
that the Debtor's authorization given in Section 3 is not sufficient, to file
such financing statements with respect hereto, with or without the Debtor's
signature, or a photocopy of this Agreement in substitution for a financing
statement, as the Lender may deem reasonably appropriate and to execute in the
Debtor's name such financing statements and amendments thereto and continuation
statements which may require the Debtor's signature.

        (b)     RATIFICATION BY THE DEBTOR. To the extent permitted by law, the
Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof. This power of attorney is a power coupled with an
interest and is irrevocable.

        (c)     NO DUTY ON LENDER. The powers conferred on the Lender hereunder
are solely to protect the interests of the Lender in the Collateral and shall
not impose any duty upon the Lender to exercise any such powers. The Lender
shall be accountable only for the amounts that it actually receives as a result
of the exercise of such powers, and neither it nor any of its officers,
directors, employees or agents shall be responsible to the Debtor for any act or
failure to act, except for the Lender's own gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final,
non-appealable judgment).

         SECTION 14. RIGHTS AND REMEDIES. If an Event of Default shall have
occurred and be continuing, the Lender, without any other notice to or demand
upon the Debtor, shall have in any jurisdiction in which enforcement hereof is
sought, in addition to all other rights and remedies, the rights and remedies of
a secured party under the Uniform Commercial Code of the State and any
additional rights and remedies as may be provided to a secured party in any
jurisdiction in which Collateral is located, including, without limitation, the
right to take possession of the Collateral, and for that purpose the Lender may,
so far as the Debtor can give authority therefor, enter upon any premises on
which the Collateral may be situated and remove the same therefrom. The Lender
may in its discretion require the Debtor to assemble all or any part of the
Collateral at such location or locations within the jurisdiction(s) of the
Debtor's principal office(s) or at such other locations as the Lender may
reasonably designate. Unless the Collateral is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, the Lender shall give to the Debtor at least ten (10) Business Days
prior written notice of the time and place of any public sale of Collateral or
of the time after which any private sale or any other intended disposition is to
be made. The Debtor hereby acknowledges that ten (10) Business Days prior
written notice of such sale or sales shall be reasonable notice. In addition,
the Debtor waives any and all rights that it may have to a judicial hearing in
advance of the enforcement of any of the Lender's rights and remedies hereunder,
including, without limitation, its right following, and during the continuation
of, an Event of Default to take immediate possession of the Collateral and to
exercise its rights and remedies with respect thereto.

        SECTION 15. STANDARDS FOR EXERCISING RIGHTS AND REMEDIES. To the extent
that applicable law imposes duties on the Lender to exercise remedies in a
commercially reasonable manner, the Debtor acknowledges and agrees that it is
not commercially unreasonable for the Lender (a) to fail to incur expenses
reasonably deemed significant by the Lender to prepare Collateral for
disposition, (b) to fail to obtain third party consents for access to Collateral
to be disposed of, or to obtain or, if not required by other law, to fail to
obtain governmental or third


                                       8


party consents for the collection or disposition of Collateral to be collected
or disposed of, (c) to fail to exercise collection remedies against account
debtors or other persons obligated on Collateral or to fail to remove liens or
encumbrances on or any adverse claims against Collateral, (d) to exercise
collection remedies against account debtors and other persons obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (e) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (f) to contact other persons, whether or not in the
same business as the Debtor, for expressions of interest in acquiring all or any
portion of the Collateral, (g) to hire one or more professional auctioneers to
assist in the disposition of Collateral, whether or not the collateral is of a
specialized nature, (h) to dispose of Collateral by utilizing Internet sites
that provide for the auction of assets of the types included in the Collateral
or that have the reasonable capability of doing so, or that match buyers and
sellers of assets, (i) to dispose of assets in wholesale rather than retail
markets, (j) to disclaim disposition warranties, (k) to purchase insurance or
credit enhancements to insure the Lender against risks of loss, collection or
disposition of Collateral or to provide to the Lender a guaranteed return from
the collection or disposition of Collateral, or (l) to the extent deemed
appropriate by the Lender, to obtain the services of brokers, investment
bankers, consultants and other professionals to assist the Lender in the
collection or disposition of any of the Collateral. The Debtor acknowledges that
the purpose of this Section 15 is to provide non-exhaustive indications of what
actions or omissions by the Lender would fulfill the Lender's duties under the
Uniform Commercial Code of the State or any other relevant jurisdiction in the
Lender's exercise of remedies against the Collateral and that other actions or
omissions by the Lender shall not be deemed to fail to fulfill such duties
solely on account of not being indicated in this Section 15. Without limitation
upon the foregoing, nothing contained in this Section 15 shall be construed to
grant any rights to the Debtor or to impose any duties on the Lender that would
not have been granted or imposed by this Agreement or by applicable law in the
absence of this Section 15.

        SECTION 16. NO WAIVER BY LENDER, ETC. The Lender shall not be deemed to
have waived any of its rights and remedies in respect of the Obligations or the
Collateral unless such waiver shall be in writing and signed by the Lender. No
delay or omission on the part of the Lender in exercising any right or remedy
shall operate as a waiver of such right or remedy or any other right or remedy.
A waiver on any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion. All rights and remedies of the Lender
with respect to the Obligations or the Collateral, whether evidenced hereby or
by any other instrument or papers, shall be cumulative and may be exercised
singularly, alternatively, successively or concurrently at such time or at such
times as the Lender deems expedient.

        SECTION 17. SURETYSHIP WAIVERS BY DEBTOR. The Debtor waives demand,
notice, protest, notice of acceptance of this Agreement, notice of loans made,
credit extended, Collateral received or delivered or other action taken in
reliance hereon and all other demands and notices of each description. With
respect to both the Obligations and the Collateral, the Debtor assents to any
extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest
in any Collateral, to the addition or release of any party or person primarily
or secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Lender may deem advisable. The Lender shall have no


                                       9


duty as to the collection or protection of the Collateral or any income
therefrom, the preservation of rights against prior parties, or the preservation
of any rights pertaining thereto beyond the safe custody thereof as set forth in
Section 10(b). The Debtor further waives any and all other suretyship defenses.

        SECTION 18. MARSHALLING. The Lender shall not be required to marshal any
present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the Obligations or to resort
to such collateral security or other assurances of payment in any particular
order, and all of the rights and remedies of the Lender in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights and remedies, however existing or arising. To the
extent that it lawfully may, the Debtor hereby agrees that it will not invoke
any law relating to the marshalling of collateral which might cause delay in or
impede the enforcement of the Lender's rights and remedies under this Agreement
or under any other instrument creating or evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise assured, and, to the
extent that it lawfully may, the Debtor hereby irrevocably waives the benefits
of all such laws.

        SECTION 19. PROCEEDS OF DISPOSITIONS; EXPENSES. The Debtor agrees to pay
to the Lender on demand any and all reasonable and actual expenses, including
attorneys' fees and disbursements, incurred or paid by the Lender in protecting,
preserving or enforcing the Lender's rights and remedies under or in respect of
any of the Obligations or any of the Collateral. After deducting all of said
expenses, the residue of any proceeds of collection or sale or other disposition
of Collateral shall, to the extent actually received in cash, be applied to the
payment of the Obligations in such order or preference as is provided in Section
10.4 of the Credit Agreement. Upon the final payment and satisfaction in full of
all of the Obligations and after making any payments required by the Uniform
Commercial Code of the State, any excess shall be returned to the Debtor. In the
absence of final payment and satisfaction in full of all of the Obligations, the
Debtor shall remain liable for any deficiency.

        SECTION 20. OVERDUE AMOUNTS. Until paid, all amounts due and payable by
the Debtor hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Credit Agreement.

        SECTION 21. LITIGATION; GOVERNING LAW; CONSENT TO JURISDICTION. (a) EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN THE DEBTOR AND
THE LENDER WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND
WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE LENDER AND THE DEBTOR HEREBY WAIVES ITS
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN
ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY
PARTY HERETO ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN THE
DEBTOR AND


                                       10


THE LENDER OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

        (b)     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO
BE FULLY PERFORMED, IN SUCH STATE

        (c)     EACH OF THE DEBTOR AND THE LENDER HEREBY AGREES THAT THE FEDERAL
DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT THE OPTION OF THE
LENDER, ANY STATE COURT LOCATED IN GEORGIA, SHALL HAVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND LENDER PERTAINING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO ANY
MATTER ARISING HEREFROM OR THEREFROM. THE DEBTOR AND THE LENDER EXPRESSLY SUBMIT
AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY
FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR
CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE
DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE LENDER OR THE ENFORCEMENT
BY THE LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE
JURISDICTION.

        (d)     THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH
PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION
OF THIS AGREEMENT.

        SECTION 23. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement nor consent to any departure by the Debtor herefrom shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

        SECTION 24. NOTICES. Unless otherwise provided herein, communications
provided for hereunder shall be in writing and shall be mailed, telecopied or
delivered, as set forth in Section 11.1 of the Credit Agreement.

        SECTION 25. SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under Applicable Law, but if any provision of this Agreement shall be prohibited
by or invalid under Applicable Law, such


                                       11


provisions shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Agreement.

        SECTION 26. INDEMNIFICATION. The Debtor agrees to indemnify the Lender,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable and actual expenses or
disbursements of any kind or nature whatsoever which may at any time be imposed
on, incurred by, or asserted against the Lender in any way relating to or
arising out of the operation of the Debtor's business, any action taken by the
Lender with respect to any contract or account debtor pursuant to this Agreement
or any other action taken by the Lender pursuant to the terms of this Agreement;
PROVIDED, HOWEVER, that the Debtor shall not be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Lender's gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final, non-appealable judgment). Without limiting the
generality of the foregoing, the Debtor agrees to reimburse the Lender promptly
upon demand for any reasonable out-of-pocket expenses (including reasonable and
actual counsel fees of the counsel(s) of the Lender's own choosing) incurred by
the Lender in connection with the preparation, execution, administration, or
enforcement of, or legal advice with respect to the rights or responsibilities
of the parties under, this Agreement, any suit or action brought by the Lender
to enforce the terms of this Agreement, any "lender liability" suit or claim
brought against the Lender, and any claim or suit brought against the Lender
arising under any federal or state environmental statute, rule or regulation,
including, without limitation, the Superfund Act, or the Federal Resource
Conservation and Recovery Act of 1976, as amended. Such reasonable out-of-pocket
expenses (including reasonable and actual counsel fees) shall be advanced by the
Debtor on the request of the Lender notwithstanding any claim or assertion that
the Lender is not entitled to indemnification hereunder upon receipt of an
undertaking by the Lender that the Lender will reimburse the Debtor if it is
actually and finally determined by a court of competent jurisdiction that the
Lender is not so entitled to indemnification. The agreements in this Section
shall survive the termination of this Agreement. The Lender agrees to give the
Debtor prompt notice of any suit or cause of action brought against the Lender
which is covered by this Section.

        SECTION 27. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which, taken
together, shall constitute but one and the same instrument.

        SECTION 28. MISCELLANEOUS. The headings of each section of this
Agreement are for convenience only and shall not define or limit the provisions
thereof. This Agreement and all rights and obligations hereunder shall be
binding upon the Debtor and its successors and assigns, and shall inure to the
benefit of the Lender and its successors and assigns. If any term of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity of
all other terms hereof shall in no way be affected thereby, and this Agreement
shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. The Debtor acknowledges receipt
of a copy of this Agreement.

                            [Signatures on Next Page]



                                       12


        IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be
duly executed and delivered under seal by its duly authorized officers as of the
day first above written.


                                MILLER INDUSTRIES, INC.


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


Agreed and accepted as of the date first written above.

WACHOVIA BANK, NATIONAL ASSOCIATION


By:  /s/ Michael J. Romano
     -----------------------------
     Name: Michael J. Romano
          ------------------------
     Title: Vice President
           -----------------------


                                       13

EX-10.6

                                                                    EXHIBIT 10.6


                          SUBSIDIARY SECURITY AGREEMENT

        THIS SUBSIDIARY SECURITY AGREEMENT (this "Agreement") dated as of June
17, 2005 between each of the parties listed on the signature page hereto as
"Debtors" (each a "Debtor, and collectively the "Debtors"), and WACHOVIA BANK,
NATIONAL ASSOCIATION with an office located at 171 17th Street NW, 100 Building,
Atlanta, Georgia, 30363, as the Secured Party (in such capacity, the "Secured
Party").

        WHEREAS, pursuant to that certain Credit Agreement dated as of June 17,
2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), by and between Miller Industries, Inc. (the
"Borrower") and the Secured Party, the Secured Party has agreed to make
available to the Borrower certain financial accommodations on the terms and
conditions set forth in the Credit Agreement;

        WHEREAS, the Borrower and each of the Debtors, though separate legal
entities, are mutually dependent on each other in the conduct of their
respective businesses as an integrated operation and have determined it to be in
their mutual best interests to obtain financing from the Secured Party through
their collective efforts;

        WHEREAS, each Debtor has executed and delivered a guarantee in favor of
the Secured Party pursuant to which the Debtors guaranteed the prompt repayment
of the Borrower's obligations under the Credit Agreement (the "Guarantee");

        WHEREAS, each Debtor acknowledges that it will receive direct and
indirect benefits from the Secured Party, the Secured Party making such
financial accommodations available to the Borrower under the Credit Agreement
and, accordingly, each Debtor is willing to grant to the Secured Party a
security interest in the Collateral (as defined below) to secure the Borrower's
obligations to the Secured Party and to secure their obligations to the Secured
Party under the Guarantee on the terms and conditions contained herein; and

        WHEREAS, each Debtor's execution and delivery of this Agreement is a
condition to the Secured Party making, and continuing to make, such financial
accommodations to the Borrower.

        NOW, THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Debtors, the Debtors hereby agree with the Secured Party as
follows:

SECTION 1. DEFINITIONS. (a) For the purposes of this Agreement:

        "AGREEMENT" means this Security Agreement, as the same may be amended,
supplemented, restated or otherwise modified from time to time.



        "COLLATERAL" means all of the following properties, assets and rights of
each of the Debtors, wherever located, whether now owned or hereafter acquired
or arising: all personal and fixture property of every kind and nature including
without limitation all goods, inventory, equipment, instruments (including
promissory notes), documents, accounts, chattel paper (whether tangible or
electronic), deposit accounts, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort claims, securities
and all other investment property (but, with respect to the Equity Interests of
Foreign Subsidiaries, Collateral shall be limited to 65% of the Equity Interests
of such Foreign Subsidiaries), supporting obligations, any other contract rights
or rights to the payment of money, insurance claims, all general intangibles
(including all payment intangibles), copyrights, trademarks, patents, and all
additions, attachments, accessions, parts, replacements, substitutions,
renewals, interest, dividends, distributions, rights of any kind (including but
not limited to stock splits, stock rights, voting and preferential rights),
products, and proceeds of or pertaining to the above including, without limit,
cash or other property which were proceeds and are recovered by a bankruptcy
trustee or otherwise as a preferential transfer by any Debtor.

        "DEBTOR(S)" has the meaning set forth in the first paragraph hereof.

        "DEFAULT" means any of the events specified in the definition of Event
of Default, whether or not there has been satisfied any requirement for giving
of notice, lapse of time or the happening of any other condition.

        "EVENT OF DEFAULT" means any of the following events, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any governmental or nongovernmental body:

        (a)     the occurrence of an "Event of Default" under and as defined in
the Credit Agreement;

        (b)     the loss, theft, destruction, reduction in value, damage to or
condemnation of all of the Collateral, or any material part of the Collateral,
which such loss, theft, destruction, reduction in value, damage or condemnation
results in a Material Adverse Effect, unless such loss is fully covered by
insurance proceeds, and such proceeds are disbursed as set forth in Section 7.5
of the Credit Agreement; or

        (d)     the Secured Party's security interest should become
unenforceable or cease to be of a first priority.

        "STATE" means the State of Georgia.

                (b)     Unless otherwise set forth herein to the contrary,
capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Credit Agreement, and, further, terms not otherwise defined
herein which are defined in the Uniform Commercial Code of the State are used
herein with the meanings ascribed to them in the Uniform Commercial Code of the
State. However, if a term is defined in Article 9 of the Uniform Commercial Code
of the


                                       2


State differently than in another Article of the Uniform Commercial Code of the
State, the term has the meaning specified in Article 9.

        SECTION 2. GRANT OF SECURITY. To secure the prompt and complete payment,
observance and performance when due (whether at stated maturity, by acceleration
or otherwise) of all of the Obligations, each of the Debtors hereby collaterally
assigns and pledges to the Secured Party, and grants to the Secured Party a
security interest and lien in and to, the Collateral. The Secured Party
acknowledges that the attachment of its security interest in any commercial tort
claim as original collateral is subject to the Company's compliance with Section
4(g).

        SECTION 3. AUTHORIZATION TO FILE FINANCING STATEMENTS. The Debtors
hereby irrevocably authorize the Secured Party at any time and from time to time
to file in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that (a) indicate the Collateral (i) as all
assets of the Debtors or words of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) contain any
other information required by part 5 of Article 9 of the Uniform Commercial Code
of the State for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether such Debtor is an organization,
the type of organization and any organization identification number issued to
such Debtor and, (ii) in the case of a financing statement filed as a fixture
filing or indicating Collateral as as-extracted collateral or timber to be cut,
a sufficient description of real property to which the Collateral relates. The
Debtors agree to furnish any such information to the Secured Party promptly upon
request.

        SECTION 4. OTHER ACTIONS. Further to insure the attachment, perfection
and first priority of, and the ability of the Secured Party to enforce, the
Secured Party's security interest in the Collateral, the Debtors agree, in each
case at the Debtors' own expense, to take the following actions with respect to
the following Collateral:

        (a)     PROMISSORY NOTES AND TANGIBLE CHATTEL PAPER. If any of the
Debtors shall at any time hold or acquire any promissory notes or tangible
chattel paper constituting Collateral, the Debtors shall forthwith endorse,
assign and deliver the same to the Secured Party, accompanied by such
instruments of transfer or assignment duly executed in blank as the Secured
Party may from time to time specify.

        (b)     [Reserved]

        (c)     INVESTMENT PROPERTY. If any of the Debtors shall at any time
hold or acquire any Equity Interests of Domestic Material Subsidiaries (and
First Tier Foreign Subsidiaries, but in such case limited to only 65% of all
outstanding Equity Interests of such First Tier Foreign Subsidiaries) in the
form of certificated securities, such Debtor shall, at the Secured Party's
request and option, endorse, assign and deliver the same to the Secured Party,
accompanied by such instruments of transfer or assignment duly executed in blank
as the Secured Party may from time to time specify. If any Collateral consisting
of securities now or hereafter acquired by any Debtor are uncertificated and are
issued to such Debtor or its nominee directly by the issuer


                                       3


thereof, such Debtor shall immediately notify the Secured Party thereof and, at
the Secured Party's request and option, pursuant to an agreement in form and
substance satisfactory to the Secured Party, cause the issuer to agree to comply
with instructions from the Secured Party as to such securities, without further
consent of the Secured Party provided, that in the case of securities relating
to any Subsidiary, such shall be limited to Domestic Material Subsidiaries (and
First Tier Foreign Subsidiaries, but in such case limited to only 65% of all
outstanding Equity Interests of such First Tier Foreign Subsidiaries).

        (d)     COLLATERAL IN THE POSSESSION OF A BAILEE. If any Collateral
consisting of goods are at any time in the possession of a bailee, the Debtors
shall promptly notify the Secured Party thereof and, if requested by the Secured
Party, shall promptly obtain an acknowledgement from the bailee, in form and
substance satisfactory to the Secured Party, that the bailee holds such
Collateral for the benefit of the Secured Party and shall act upon the
instructions of the Secured Party, without the further consent of the Debtors.

        (e)     ELECTRONIC CHATTEL PAPER AND TRANSFERABLE RECORDS. If any of the
Debtors at any time holds or acquires an interest in any electronic chattel
paper or any "transferable record", as that term is defined in Section 201 of
the federal Electronic Signatures in Global and national Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, such Debtor shall promptly notify the Secured Party
thereof and, at the request of the Secured Party, shall take such action as the
Secured Party may reasonably request to vest in the Secured Party control, under
section 9-105 of the Uniform Commercial Code, of such electronic chattel paper
or control under Section 201 of the federal Electronic Signatures in Global and
National Commerce Act or, as the case may be, section 16 of the Uniform
Electronic Transactions Act, as so in effect in such jurisdiction, of such
transferable record.

        (f)     LETTER-OF-CREDIT RIGHTS. If any of the Debtors is at any time a
beneficiary under a letter of credit now or hereafter issued in favor of such
Debtor, such Debtor shall promptly notify the Secured Party thereof and, at the
request and option of the Secured Party, such Debtor shall, pursuant to an
agreement in form and substance satisfactory to the Secured Party, either (i)
arrange for the issuer and any confirmer of such letter of credit to consent to
an assignment to the Secured Party of the proceeds of any drawing under the
letter of credit or (ii) arrange for the Secured Party to become the transferee
beneficiary of the letter of credit, with the Secured Party agreeing, in each
case, that the proceeds of any drawing under the letter of credit are to be
applied as provided in the Credit Agreement. Notwithstanding the foregoing, so
long as no Event of Default has occurred and is continuing, the Debtors may
retain the proceeds of any such letter of credit.

        (g)     COMMERCIAL TORT CLAIMS. If any of the Debtors shall at any time
hold or acquire a commercial tort claim, such Debtor shall promptly notify the
Secured Party in a writing signed by such Debtor of the brief details thereof
and grant to the Secured Party in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing
to be in form and substance reasonably satisfactory to the Secured Party.

        (h)     OTHER ACTIONS AS TO ANY AND ALL COLLATERAL. The Debtors further
agree to take any other action reasonably requested by the Secured Party to
insure the attachment, perfection and


                                       4


first priority of, and the ability of the Secured Party to enforce, the Secured
Party's security interest in any and all of the Collateral including, without
limitation, (i) executing, delivering and, where appropriate, filing financing
statements and amendments relating thereto under the Uniform Commercial Code, to
the extent, if any, that any of the Debtor's signatures thereon is required
therefor, (ii) causing the Secured Party's name to be noted as secured party on
any certificate of title for a titled good if such notation is a condition to
attachment, perfection or priority of, or ability of the Secured Party to
enforce, the Secured Party's security interest in such Collateral, (iii)
complying with any provision of any statute, regulation or treaty of the United
States as to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of the Secured Party to
enforce, the Secured Party's security interest in such Collateral, (iv)
obtaining governmental and other third party consents and approvals, including
without limitation any consent of any licensor, lessor or other person obligated
on Collateral, (v) obtaining waivers from mortgagees and landlords in form and
substance satisfactory to the Secured Party and (vi) taking all actions required
by applicable law in any relevant Uniform Commercial Code jurisdiction, or by
other law as applicable in any foreign jurisdiction.

        SECTION 5. REPRESENTATIONS AND WARRANTIES REGARDING LEGAL STATUS. The
Debtors represent and warrant to the Secured Party that as of the date hereof
(a) the Debtors' exact legal names are as set forth on Schedule 5 hereto, (b)
the Debtors are corporations incorporated under the laws of the jurisdictions
set forth on Schedule 5 hereto, (c) the Debtors' organizational identification
numbers are as set forth on Schedule 5 hereto and (d) the Debtors' chief
executive offices, as well as their mailing addresses are as set forth on
Schedule 5 hereto.

        SECTION 6. COVENANTS REGARDING LEGAL STATUS. The Debtors covenant with
the Secured Party as follows: (a) without providing at least thirty (30) days
prior written notice to the Secured Party, none of the Debtors will change its
name, its primary place of business or, if more than one, chief executive
office, or its mailing address or organizational identification number if it has
one, (b) if such Debtor does not have an organizational identification number
and later obtains one, such Debtor will forthwith notify the Secured Party of
such organizational identification number, and (c) none of the Debtors will
change its type of organization, jurisdiction of organization or other legal
structure.

        SECTION 7. REPRESENTATIONS AND WARRANTIES REGARDING COLLATERAL, ETC. The
Debtors further represent and warrant to the Secured Party as follows: (a) each
of the Debtors own the Collateral, free from any lien, security interest or
other encumbrance, except for Permitted Liens, (b) none of the Collateral
constitutes, or is the proceeds of "farm products" as defined in ss.
9-102(a)(34) of the Uniform Commercial Code of the State, (c) as of the date
hereof, none of the account debtors or other persons obligated on any of the
Collateral is a governmental authority covered by the Federal Assignment of
Claims Act or like federal, state or local statute or rule in respect of such
Collateral, (d) as of the date hereof, none of Debtors hold any commercial tort
claim except as indicated on Schedule 7(d) hereto, (e) none of the Debtors hold
or own any trademark, copyright or patent except as indicated on Schedule 7(e)
hereto and (e) each of the Debtors has at all times operated its business in
compliance in all material respects with all applicable provisions of federal,
state and local statutes and ordinances, including, without


                                       5


limitation, those dealing with the control, shipment, storage or disposal of
hazardous materials or substances, except where the failure to so comply would
not result in a Material Adverse Effect.

        SECTION 8. COVENANTS REGARDING COLLATERAL GENERALLY. The Debtors further
covenant with the Secured Party as follows: (a) the Collateral, to the extent
not delivered to the Secured Party pursuant to Section 4 and except for sales of
inventory in the ordinary course of business and dispositions and transfers
permitted under the Credit Agremeent, will be kept at those locations listed on
Schedule 8(a) hereto, and the Debtors will not remove the Collateral from such
locations, without providing at least thirty (30) days prior written notice to
the Secured Party, (b) except for the security interest herein granted and
Permitted Liens, the Debtors shall be the owners of the Collateral free from any
lien, security interest or other encumbrance, and the Debtors shall defend the
same against all claims and demands of all persons at any time claiming the same
or any interests therein adverse to the Secured Party, (c) except for Permitted
Liens, the Debtors shall not pledge, mortgage or create, or suffer to exist any
lien, security interest or other encumbrance in the Collateral in favor of any
Person other than the Secured Party, (d) the Debtors shall keep the Collateral
in good order and repair and will not use the same in material violation of law
or any policy of insurance thereon, (e) the Debtors shall permit the Secured
Party, or its designee, to inspect the Collateral at any reasonable time and
upon reasonable notice, wherever located, (f) the Debtors will promptly pay when
due all taxes, assessments, governmental charges and levies upon the Collateral
or incurred in connection with the use or operation of the Collateral or
incurred in connection therewith to the extent required pursuant to the Credit
Agreement, (g) each Debtor shall continue to operate its business in compliance
in all material respects with all applicable provisions of federal, state and
local statutes and ordinances, including, without limitation, those dealing with
the control, shipment, storage or disposal of hazardous materials or substances,
except for those federal, state and local statutes and ordinances, the failure
with which to comply would not result in a Material Adverse Effect and (h) none
of the Debtors shall sell, transfer or otherwise dispose, or offer to sell,
transfer or otherwise dispose, of the Collateral or any interest therein except
for (i) sales of inventory in the ordinary course of business and (ii)
dispositions permitted by the Credit Agreement.

        SECTION 9. INSURANCE. The Debtors shall at all times maintain insurance
on the Collateral as set forth in the Credit Agreement.

        SECTION 10. COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.

                (a)     EXPENSES INCURRED BY SECURED PARTY. In the Secured
Party's reasonable discretion, if any of the Debtors fail to timely do so (as
required hereunder or under the Loan Documents), the Secured Party may discharge
taxes and other encumbrances at any time levied or placed on any of the
Collateral, maintain any of the Collateral, make repairs thereto and pay any
necessary filing fees or insurance premiums. The Debtors agree to reimburse the
Secured Party on demand for all reasonable expenditures so made. The Secured
Party shall have no obligation to the Debtors or any other person to make any
such expenditures, nor shall the making thereof be construed as a waiver or cure
of any Default or Event of Default.

                (b)     SECURED PARTY'S OBLIGATIONS AND DUTIES. Anything herein
to the contrary notwithstanding, each Debtor shall remain obligated and liable
under each contract or agreement


                                       6


comprised in the Collateral to be observed or performed by such Debtor
thereunder. The Secured Party shall not have any obligation or liability under
any such contract or agreement by reason of or arising out of this Agreement or
the receipt by the Secured Party of any payment relating to any of the
Collateral, nor shall the Secured Party be obligated in any manner to perform
any of the obligations of such Debtor under or pursuant to any such contract or
agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Secured Party in respect of the Collateral or as to the
sufficiency of any performance by any party under any such contract or
agreement, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to the Secured Party or to which the Secured Party may be entitled at
any time or times. The Secured Party's sole duty with respect to the custody,
safe keeping and physical preservation of the Collateral in its possession,
under Section 9-207 of the Uniform Commercial Code of the State or otherwise,
shall be to deal with such Collateral in the same manner as the Secured Party
deals with similar property for its own account.

        SECTION 11. SECURITIES AND DEPOSITS. After the occurrence and during the
continuation of an Event of Default, the Secured Party may at any time, at its
option, transfer to itself or any nominee any securities constituting
Collateral, receive any income thereon and hold such income as additional
Collateral or apply it to the Obligations. Regardless of the adequacy of
Collateral or any other security for the Obligations, any deposits or other sums
at any time credited by or due from the Secured Party to the Debtors may at any
time be applied to or set off against any of the Obligations then due and owing.

        SECTION 12. NOTIFICATION TO ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED
ON COLLATERAL. The Debtors shall, at the request and option of the Secured Party
during a continuance of an Event of Default, notify account debtors and other
persons obligated on any of the Collateral of the security interest of the
Secured Party in any account, chattel paper, general intangible, instrument
constituting Collateral or other Collateral and that payment thereof is to be
made directly to the Secured Party or to any financial institution designated by
the Secured Party as the Secured Party's agent therefor, and the Secured Party
may itself, if an Event of Default shall have occurred and be continuing,
without notice to or demand upon the Debtor, so notify account debtors and other
persons obligated on Collateral. After the making of such a request or the
giving of any such notification, the Debtors shall hold any proceeds of
collection of accounts, chattel paper, general intangibles, instruments
constituting Collateral and other Collateral received by the Debtors as trustee
for the Secured Party, without commingling the same with other funds of the
Debtors and shall turn the same over to the Secured Party in the identical form
received, together with any necessary endorsements or assignments. The Secured
Party shall apply the proceeds of collection of such accounts, chattel paper,
general intangibles, instruments and other Collateral received by the Secured
Party to the Obligations in accordance with Section 10.4 of the Credit
Agreement, such proceeds to be immediately credited after final payment in cash
or other immediately available funds of the items giving rise to them.

        SECTION 13. POWER OF ATTORNEY.

                (a)     APPOINTMENT AND POWERS OF SECURED PARTY. Debtors hereby
irrevocably constitute and appoint the Secured Party and any officer or agent
thereof, with full power of


                                       7


substitution, as its true and lawful attorneys-in-fact with full irrevocable
power and authority in the place and stead of the Debtors or in the Secured
Party's own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or useful to accomplish the purposes of this
Agreement and, without limiting the generality of the foregoing, hereby gives
said attorneys the power and right, on behalf of the Debtors, without notice to
or assent by any Debtor, to do the following: (i) upon the occurrence and during
the continuance of an Event of Default, generally to sell, transfer, pledge,
make any agreement with respect to or otherwise dispose of or deal with any of
the Collateral in such manner as is consistent with the Uniform Commercial Code
of the State and as fully and completely as though the Secured Party were the
absolute owner thereof for all purposes, and to do, at the Debtors' expense, at
any time, or from time to time, all acts and things which the Secured Party
deems necessary or advisable to protect, preserve or realize upon the Collateral
and the Secured Party's security interest therein, in order to effect the intent
of this Agreement, all no less fully and effectively as the Debtors might do,
including, without limitation, (A) the filing and prosecuting of registration
and transfer applications with the appropriate federal, state or local agencies
or authorities with respect to trademarks, copyrights and patentable inventions
and processes constituting Collateral, (B) upon written notice to the Debtors,
the exercise of voting rights with respect to voting securities constituting
Collateral, which rights may be exercised, if the Secured Party so elects, with
a view to causing the liquidation of assets of the issuer of any such securities
and (C) the execution, delivery and recording, in connection with any sale or
other disposition of any Collateral, of the endorsements, assignments or other
instruments of conveyance or transfer with respect to such Collateral; and (ii)
to the extent that the Debtors' authorization given in Section 3 is not
sufficient, to file such financing statements with respect hereto, with or
without any of the Debtors' signatures, or a photocopy of this Agreement in
substitution for a financing statement, as the Secured Party may deem reasonably
appropriate and to execute in the Debtors' name such financing statements and
amendments thereto and continuation statements which may require the Debtors'
signature.

                (b)     RATIFICATION BY THE DEBTORS. To the extent permitted by
law, the Debtors hereby ratify all that said attorneys shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and is irrevocable.

                (c)     NO DUTY ON SECURED PARTY. The powers conferred on the
Secured Party hereunder are solely to protect the interests of the Secured Party
in the Collateral and shall not impose any duty upon the Secured Party to
exercise any such powers. The Secured Party shall be accountable only for the
amounts that it actually receives as a result of the exercise of such powers,
and neither it nor any of its officers, directors, employees or agents shall be
responsible to any of the Debtors for any act or failure to act, except for the
Secured Party's own gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final, non-appealable judgment).

        SECTION 14. RIGHTS AND REMEDIES. If an Event of Default shall have
occurred and be continuing, the Secured Party, without any other notice to or
demand upon the Debtors, shall have in any jurisdiction in which enforcement
hereof is sought, in addition to all other rights and remedies, the rights and
remedies of a secured party under the Uniform Commercial Code of the


                                       8


State and any additional rights and remedies as may be provided to a secured
party in any jurisdiction in which Collateral is located, including, without
limitation, the right to take possession of the Collateral, and for that purpose
the Secured Party may, so far as the Debtors can give authority therefor, enter
upon any premises on which the Collateral may be situated and remove the same
therefrom. The Secured Party may in its discretion require the Debtors to
assemble all or any part of the Collateral at such location or locations within
the jurisdiction(s) of each Debtor's principal office(s) or at such other
locations as the Secured Party may reasonably designate. Unless the Collateral
is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, the Secured Party shall give to the
Debtors at least ten (10) Business Days prior written notice of the time and
place of any public sale of Collateral or of the time after which any private
sale or any other intended disposition is to be made. The Debtors hereby
acknowledge that ten (10) Business Days prior written notice of such sale or
sales shall be reasonable notice. In addition, the Debtors waive any and all
rights that they may have to a judicial hearing in advance of the enforcement of
any of the Secured Party's rights and remedies hereunder, including, without
limitation, its right following, and during the continuation of, an Event of
Default to take immediate possession of the Collateral and to exercise its
rights and remedies with respect thereto.

        SECTION 15. STANDARDS FOR EXERCISING RIGHTS AND REMEDIES. To the extent
that applicable law imposes duties on the Secured Party to exercise remedies in
a commercially reasonable manner, the Debtors acknowledge and agree that it is
not commercially unreasonable for the Secured Party (a) to fail to incur
expenses reasonably deemed significant by the Secured Party to prepare
Collateral for disposition, (b) to fail to obtain third party consents for
access to Collateral to be disposed of, or to obtain or, if not required by
other law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (c) to
fail to exercise collection remedies against account debtors or other persons
obligated on Collateral or to fail to remove liens or encumbrances on or any
adverse claims against Collateral, (d) to exercise collection remedies against
account debtors and other persons obligated on Collateral directly or through
the use of collection agencies and other collection specialists, (e) to
advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (f) to
contact other persons, whether or not in the same business as the Debtors, for
expressions of interest in acquiring all or any portion of the Collateral, (g)
to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature, (h) to
dispose of Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets, (i) to
dispose of assets in wholesale rather than retail markets, (j) to disclaim
disposition warranties, (k) to purchase insurance or credit enhancements to
insure the Secured Party against risks of loss, collection or disposition of
Collateral or to provide to the Secured Party a guaranteed return from the
collection or disposition of Collateral, or (l) to the extent deemed appropriate
by the Secured Party, to obtain the services of brokers, investment bankers,
consultants and other professionals to assist the Secured Party in the
collection or disposition of any of the Collateral. The Debtors acknowledge that
the purpose of this Section 15 is to provide non-exhaustive indications of what
actions or omissions by the Secured Party would fulfill the Secured Party's
duties under the Uniform Commercial Code of the State or any other relevant
jurisdiction in the Secured Party's exercise of remedies against the Collateral
and that other


                                       9


actions or omissions by the Secured Party shall not be deemed to fail to fulfill
such duties solely on account of not being indicated in this Section 15. Without
limitation upon the foregoing, nothing contained in this Section 15 shall be
construed to grant any rights to the Debtors or to impose any duties on the
Secured Party that would not have been granted or imposed by this Agreement or
by applicable law in the absence of this Section 15.

        SECTION 16. NO WAIVER BY SECURED PARTY, ETC. The Secured Party shall not
be deemed to have waived any of its rights and remedies in respect of the
Obligations or the Collateral unless such waiver shall be in writing and signed
by the Secured Party. No delay or omission on the part of the Secured Party in
exercising any right or remedy shall operate as a waiver of such right or remedy
or any other right or remedy. A waiver on any one occasion shall not be
construed as a bar to or waiver of any right or remedy on any future occasion.
All rights and remedies of the Secured Party with respect to the Obligations or
the Collateral, whether evidenced hereby or by any other instrument or papers,
shall be cumulative and may be exercised singularly, alternatively, successively
or concurrently at such time or at such times as the Secured Party deems
expedient.

        SECTION 17. SURETYSHIP WAIVERS BY DEBTORS. The Debtors waive demand,
notice, protest, notice of acceptance of this Agreement, notice of loans made,
credit extended, Collateral received or delivered or other action taken in
reliance hereon and all other demands and notices of each description. With
respect to both the Obligations and the Collateral, the Debtors assent to any
extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest
in any Collateral, to the addition or release of any party or person primarily
or secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Secured Party may deem advisable. The Secured Party
shall have no duty as to the collection or protection of the Collateral or any
income therefrom, the preservation of rights against prior parties, or the
preservation of any rights pertaining thereto beyond the safe custody thereof as
set forth in Section 10(b). The Debtors further waive any and all other
suretyship defenses.

        SECTION 18. MARSHALLING. The Secured Party shall not be required to
marshal any present or future collateral security (including but not limited to
the Collateral) for, or other assurances of payment of, the Obligations or to
resort to such collateral security or other assurances of payment in any
particular order, and all of the rights and remedies of the Secured Party in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or
arising. To the extent that it lawfully may, each of the Debtors hereby agrees
that it will not invoke any law relating to the marshalling of collateral which
might cause delay in or impede the enforcement of the Secured Party's rights and
remedies under this Agreement or under any other instrument creating or
evidencing any of the Obligations or under which any of the Obligations is
outstanding or by which any of the Obligations is secured or payment thereof is
otherwise assured, and, to the extent that they lawfully may, the Debtors hereby
irrevocably waive the benefits of all such laws.

        SECTION 19. PROCEEDS OF DISPOSITIONS; EXPENSES. The Debtors agree to pay
to the Secured Party on demand any and all reasonable and actual expenses,
including attorneys' fees


                                       10


and disbursements, incurred or paid by the Secured Party in protecting,
preserving or enforcing the Secured Party's rights and remedies under or in
respect of any of the Obligations or any of the Collateral. After deducting all
of said expenses, the residue of any proceeds of collection or sale or other
disposition of Collateral shall, to the extent actually received in cash, be
applied to the payment of the Obligations in such order or preference as is
provided in Section 10.4 of the Credit Agreement. Upon the final payment and
satisfaction in full of all of the Obligations and after making any payments
required by the Uniform Commercial Code of the State, any excess shall be
returned to the Debtors. In the absence of final payment and satisfaction in
full of all of the Obligations, the Debtors shall remain liable for any
deficiency.

        SECTION 20. OVERDUE AMOUNTS. Until paid, all amounts due and payable by
the Debtors hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Credit Agreement.

        SECTION 21. LITIGATION; GOVERNING LAW; CONSENT TO JURISDICTION. (a) EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN ANY OF THE
DEBTORS AND THE SECURED PARTY WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF
LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE SECURED PARTY AND THE
DEBTORS HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE
COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE
WHATSOEVER BETWEEN ANY OF THE DEBTORS AND THE SECURED PARTY OF ANY KIND OR
NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

                (b)     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS
EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE

                (c)     EACH OF THE DEBTORS AND THE SECURED PARTY HEREBY AGREES
THAT THE FEDERAL DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT THE
OPTION OF THE SECURED PARTY, ANY STATE COURT LOCATED IN GEORGIA, SHALL HAVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OF THE
DEBTORS AND SECURED PARTY PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH OF
THE DEBTORS AND THE SECURED PARTY EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH
RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN
ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS


                                       11


BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE
SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE THE BRINGING OF ANY ACTION BY THE SECURED PARTY OR THE ENFORCEMENT BY
THE SECURED PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER
APPROPRIATE JURISDICTION.

                (d)     THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY
EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION
OF THIS AGREEMENT.

        SECTION 23. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement nor consent to any departure by the Debtors herefrom shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

        SECTION 24. NOTICES. Unless otherwise provided herein, communications
provided for hereunder shall be in writing and shall be mailed, telecopied or
delivered, as set forth in Section 11.1 of the Credit Agreement.

        SECTION 25. SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under Applicable Law, but if any provision of this Agreement shall be prohibited
by or invalid under Applicable Law, such provisions shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Agreement.

        SECTION 26. INDEMNIFICATION. The Debtors agree to indemnify the Secured
Party, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable and actual expenses or
disbursements of any kind or nature whatsoever which may at any time be imposed
on, incurred by, or asserted against the Secured Party in any way relating to or
arising out of the operation of the Debtors' business, any action taken by the
Secured Party with respect to any contract or account debtor pursuant to this
Agreement or any other action taken by the Secured Party pursuant to the terms
of this Agreement; PROVIDED, HOWEVER, that the Debtors shall not be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Secured Party's gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final, non-appealable judgment).
Without limiting the generality of the foregoing, the Debtors agree to reimburse
the Secured Party promptly upon demand for any reasonable out-of-pocket expenses
(including reasonable and actual counsel fees of the counsel(s) of the Secured
Party's own choosing) incurred by the Secured Party in connection with the
preparation, execution, administration, or enforcement of, or legal advice with
respect to the rights or responsibilities of the parties under, this Agreement,
any suit or action brought by the Secured Party to enforce the terms of this
Agreement, any


                                       12


"lender liability" suit or claim brought against the Secured Party, and any
claim or suit brought against the Secured Party arising under any federal or
state environmental statute, rule or regulation, including, without limitation,
the Superfund Act, or the Federal Resource Conservation and Recovery Act of
1976, as amended. Such reasonable out-of-pocket expenses (including reasonable
and actual counsel fees) shall be advanced by the Debtors on the request of the
Secured Party notwithstanding any claim or assertion that the Secured Party is
not entitled to indemnification hereunder upon receipt of an undertaking by the
Secured Party that the Secured Party will reimburse the Debtors if it is
actually and finally determined by a court of competent jurisdiction that the
Secured Party is not so entitled to indemnification. The agreements in this
Section shall survive the termination of this Agreement. The Secured Party
agrees to give the Debtors prompt notice of any suit or cause of action brought
against the Secured Party which is covered by this Section.

        SECTION 27. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which, taken
together, shall constitute but one and the same instrument.

        SECTION 28. JOINT AND SEVERAL OBLIGATIONS. The obligations of the
Debtors hereunder shall be joint and several, and accordingly, each Debtor
confirms that it is liable for the full amount of the Obligations and any other
amount owing pursuant hereto, regardless of whether incurred by such Debtor.
Each Debtor assumes all responsibility for being and keeping itself informed of
the financial condition of the other Debtors, and of all other circumstances
bearing upon the risk of nonpayment of any of the Obligations and the nature,
scope and extent of the risks that such Debtor assumes and incurs hereunder, and
agrees that the Secured Party shall have no any duty whatsoever to advise any
Debtor of information regarding such circumstances or risks.

        SECTION 28. MISCELLANEOUS. The headings of each section of this
Agreement are for convenience only and shall not define or limit the provisions
thereof. This Agreement and all rights and obligations hereunder shall be
binding upon the Debtors and their successors and assigns, and shall inure to
the benefit of the Secured Party and its successors and assigns. If any term of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity of all other terms hereof shall in no way be affected thereby, and this
Agreement shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. The Debtors acknowledge receipt
of a copy of this Agreement.


                                       13


        IN WITNESS WHEREOF, the Debtors have caused this Subsidiary Security
Agreement to be duly executed and delivered under seal by its duly authorized
officers as of the day first above written.


                                DEBTORS:

                                MILLER INDUSTRIES TOWING EQUIPMENT, INC.
                                CHAMPION CARRIER CORPORATION
                                MILLER/GREENVILLE, INC.
                                CHEVRON, INC.


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


Agreed and accepted as of the date first written above.

WACHOVIA BANK, NATIONAL ASSOCIATION


By: /s/ Michael J. Romano
    ----------------------------------
    Name: Michael J. Romano
         -----------------------------
    Title: Vice President
          ----------------------------



                                       14

EX-10.7

                                                                    EXHIBIT 10.7


                                PLEDGE AGREEMENT


        THIS PLEDGE AGREEMENT dated as of June 17, 2005 executed and delivered
by each of the undersigned parties identified as "Pledgors" on the signature
pages hereto in favor of Wachovia Bank, National Association, as Lender (the
"Pledgee").

        WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), between Miller Industries, Inc. (the "Borrower")
and the Pledgee, the Pledgee has agreed to make available to the Borrower
certain financial accommodations on the terms and conditions contained in the
Credit Agreement;

        WHEREAS, the Borrower and each of the other Pledgors, though separate
legal entities, are mutually dependent on each other in the conduct of their
respective businesses as an integrated operation and have determined it to be in
their mutual best interests to obtain financing from the Pledgee through their
collective efforts;

        WHEREAS, each Pledgor acknowledges that it will receive direct and
indirect benefits from the Pledgee making such financial accommodations
available to the Borrower under the Credit Agreement; and

        WHEREAS, it is a condition precedent to the extension of such financial
accommodations under the Credit Agreement that the Pledgors execute and deliver
this Agreement, among other things, to grant to the Pledgee a security interest
in the Collateral as security for the Secured Obligations.

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

        Section 1. DEFINITIONS. Terms not otherwise defined herein are used
herein with the respective meanings given them in the Credit Agreement. Terms
defined in the Uniform Commercial Code as in effect in the State of Georgia
shall have the respective definitions as so defined. In addition, as used in
this Agreement:

        "BANKRUPTCY CODE" means United States Bankruptcy Code (11 U.S.C. Section
101 et seq.), as in effect from time to time, and any successor statute thereto.

        "ISSUER" means with respect to an Equity Interest, the Person who issued
such Equity Interest and shall include each of the Persons identified as an
Issuer on Schedule 1 attached hereto (or any addendum or supplement thereto),
and any successors thereto, whether by merger or otherwise.



        "PROCEEDS" means all proceeds (including proceeds of proceeds) of any of
the Collateral including all: (a) rights, benefits, distributions, premiums,
profits, dividends, interest, cash, instruments, documents of title, accounts,
contract rights, inventory, equipment, general intangibles, payment intangibles,
deposit accounts, chattel paper, and other property from time to time received,
receivable, or otherwise distributed in respect of or in exchange for, or as a
replacement of or a substitution for, any of the Collateral, or proceeds thereof
(including any cash, Equity Interests, or other instruments issued after any
recapitalization, readjustment, reclassification, merger or consolidation with
respect to the Issuers and any security entitlements, as defined in Section
8-102(a)(17) of the UCC, with respect thereto); (b) "proceeds," as such term is
defined in Section 9-102(a)(64) of the UCC; (c) proceeds of any insurance,
indemnity, warranty, or guaranty (including guaranties of delivery) payable from
time to time with respect to any of the Collateral, or proceeds thereof; and (d)
payments (in any form whatsoever) made or due and payable to a Pledgor from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral, or proceeds thereof.

        "SECURED OBLIGATIONS" means, collectively, (a) with respect to the
Borrower, the unpaid principal of and interest on all Loans and the
Reimbursement Obligations and all other indebtedness, liabilities, obligations,
covenants and duties of the Borrower owing to the Pledgee (or, in the case of
any Derivatives Contract, any Affiliate of the Pledgee) of any kind, nature or
description, under or in respect of the Credit Agreement, any other Loan
Document to which the Borrower is a party or any Derivatives Contract entered
into by the Borrower with Pledgee (or with any Affiliate of Pledgee), whether
direct or indirect, absolute or contingent, due or to become due, contractual or
tortious, liquidated or unliquidated, and including all interest (including
interest that accrues after the filing of a case under the Bankruptcy Code) and
any and all costs, fees (including attorneys fees), and expenses which the
Borrower is required to pay pursuant to any of the foregoing, by law, or
otherwise and (b) with respect to any other Pledgor, all indebtedness,
liabilities, obligations, covenants and duties of such Pledgor owing to the
Pledgee of any kind, nature or description, under or in respect of the Guaranty
or any other Loan Document to which such Pledgor is a party, whether direct or
indirect, absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, and including all interest (including interest that
accrues after the filing of a case under the Bankruptcy Code) and any and all
costs, fees (including attorneys fees), and expenses which such Pledgor is
required to pay or has guaranteed pursuant to any of the foregoing, by law, or
otherwise.

        "SECURITIES ACT" means the Securities Act of 1934, as amended.

        "UCC" means the Uniform Commercial Code as in effect in any applicable
jurisdiction.

        Section 2. PLEDGE. As security for the prompt performance and payment in
full of the Secured Obligations, each Pledgor hereby pledges to the Pledgee, and
grants to the Pledgee a security interest in, all of such Pledgor's right, title
and interest in, to and under the following (collectively, the "Collateral"):

        (a)     100% of the Equity Interests of each Domestic Material
Subsidiary and no more than 65% of the Equity Interests of each first tier
direct Foreign Material Subsidiary now or

                                       2


hereafter owned, acquired or held by such Pledgor, including without limitation,
the Equity Interests described in Schedule 1 attached hereto;

        (b)     all payments due or to become due to such Pledgor in respect of
any of the foregoing;

        (c)     all of such Pledgor's claims, rights, powers, privileges,
authority, puts, calls, options, security interests, liens and remedies, if any,
in respect of any of the foregoing;

        (d)     all of such Pledgor's rights to exercise and enforce any and
every right, power, remedy, authority, option and privilege of such Pledgor
relating to any of the foregoing including, without limitation, any power to (i)
terminate, cancel or modify any agreement, (ii) execute any instruments and to
take any and all other action on behalf of and in the name of such Pledgor in
respect of any of the foregoing and the applicable Issuer thereof, (iii)
exercise voting rights or make determinations, (iv) exercise any election
(including, but not limited to, election of remedies), (v) exercise any "put",
right of first offer or first refusal, or other option, (vi) exercise any right
of redemption or repurchase, (vii) give or receive any notice, consent,
amendment, waiver or approval, (viii) demand, receive, enforce, collect or
receipt for any of the foregoing, (ix) enforce or execute any checks, or other
instruments or orders, and (x) file any claims and to take any action in
connection with any of the foregoing;

        (f)     all certificates and instruments representing or evidencing any
of the foregoing;

        (g)     all other rights, titles, interests, powers, privileges and
preferences pertaining to any of the foregoing; and

        (h)     all Proceeds of any of the foregoing.

        Section 3. REPRESENTATIONS AND WARRANTIES. Each Pledgor hereby
represents and warrants to the Pledgee as follows:

        (a)     TITLE AND LIENS. Such Pledgor is, and will at all times continue
to be, the legal and beneficial owner of the Collateral of such Pledgor. None of
the Collateral is subject to any adverse claim or other Lien other than
Permitted Liens. No Person has "control" within the meaning of the UCC of any of
the Collateral other than the Pledgee.

        (b)     AUTHORIZATION. Such Pledgor has the right and power, and has
taken all necessary action to authorize it, to execute, deliver and perform this
Agreement in accordance with its terms. The execution, delivery and performance
of this Agreement in accordance with its terms, including the granting of the
security interest hereunder, do not and will not, by the passage of time, the
giving of notice, or both: (i) require any governmental approval or violate any
applicable law relating to such Pledgor; (ii) conflict with, result in a breach
of or constitute a default under the organizational documents of such Pledgor,
or any material indenture, agreement or other instrument to which such Pledgor
is a party or by which it or any of the Collateral of such Pledgor or its other
property may be bound; or (iii) result in or require the

                                       3


creation or imposition of any Lien upon or with respect to any of the Collateral
of such Pledgor or such Pledgor's other property whether now owned or hereafter
acquired.

        (c)     VALIDITY AND PERFECTION OF SECURITY INTEREST. This Agreement is
effective to create in favor of the Pledgee a legal, valid and enforceable
security interest in the Collateral. Such security interest will be perfected
(i) with respect to any such Collateral that is a "security" (as such term is
defined in the UCC) and is evidenced by a certificate, when such Collateral is
delivered to the Pledgee with duly executed stock powers with respect thereto,
(ii) with respect to any such Collateral that is a "security" (as such term is
defined in the UCC) but is not evidenced by a certificate, when UCC financing
statements in appropriate form are filed in the appropriate filing offices in
the jurisdiction of organization of the Pledgors or when control is established
by the Pledgee over such interests in accordance with the provision of Section
8-106 of the UCC, or any successor provision, (iii) with respect to any such
Collateral that is not a "security" (as such term is defined in the UCC), when
UCC financing statements in appropriate form are filed in the appropriate filing
offices in the jurisdiction of organization of the Pledgors. Except as set forth
in this subsection, no action is necessary to perfect the security interest
granted by any Pledgor under this Agreement, with respect to the Equity
Interests of any domestic issuer.

        (d)     PLEDGED EQUITY INTERESTS. The information set forth on Schedule
1 hereto with respect to the Collateral of such Pledgor is true and correct as
of the date hereof.

        (e)     NAME, ORGANIZATION, ETC. Such Pledgor's exact legal name, type
of legal entity, jurisdiction of formation, organizational identification number
and location of its chief executive office are as set forth on Schedule 1 as of
the date hereof. Except as set forth on such Schedule as of the date hereof,
such Pledgor has not changed its name or merged with or otherwise combined its
business with any other Person within the last 5 years.

        (f)     AUTHORIZATION OF EQUITY INTEREST. All Equity Interests which
constitute Collateral are duly authorized, validly issued, fully paid and
nonassessable and are not subject to preemptive rights of any Person.

        Section 4. COVENANTS. Each Pledgor hereby unconditionally covenants and
agrees as follows:

        (a)     NO LIENS; NO SALE OF COLLATERAL. Such Pledgor will not create,
assume, incur or permit or suffer to exist any adverse claim or other Lien on
any of the Collateral other than Permitted Liens and shall not enter into any
document, instrument or agreement (other than this Agreement) which prohibits or
purports to prohibit the creation or assumption of any Lien on any of the
Collateral, except for the Junior Credit Agreement and the Junior Loan Documents
(as defined in the Junior Credit Agreement). Such Pledgor will not sell, lease,
lend, assign, transfer or otherwise dispose of all or any portion of the
Collateral (or any interest therein).

        (b)     CHANGE OF NAME, ETC. Without giving the Pledgee at least
30-days' prior written notice and to the extent such action is not otherwise
prohibited by any of the Loan Documents, such Pledgor shall not: (i) change its
name; (ii) reorganize or otherwise become formed under

                                       4


the laws of another jurisdiction or (iii) become bound by a security agreement
of another Person under Section 9-203(d) of the UCC.

        (c)     DEFENSE OF TITLE. Such Pledgor will warrant and defend its title
to and ownership of the Collateral of such Pledgor, at its sole cost and
expense, against the claims of all Persons.

        (d)     DELIVERY OF CERTIFICATES, ETC. If a Pledgor shall receive any
certificate (including, without limitation, any certificate representing a stock
and/or liquidating dividends, other distributions in property, return of capital
or other distributions made on or in respect of the Collateral, whether
resulting from a subdivision, combination or reclassification of outstanding
Equity Interests or received in exchange for Collateral or any part thereof or
as a result of any merger, consolidation, acquisition or other exchange of
assets or on the liquidation, whether voluntary or involuntary, or otherwise),
instrument, option or rights in respect of any Collateral, whether in addition
to, in substitution of, as a conversion of, or in exchange for, any Collateral,
or otherwise in respect thereof, such Pledgor shall hold the same in trust for
the Pledgee and promptly deliver the same to the Pledgee in the exact form
received, duly indorsed by such Pledgor to the Pledgee, if required, together
with an undated stock power covering such certificate (or other appropriate
instrument of transfer) duly executed in blank by such Pledgor and with, if the
Pledgee so requests, signature guaranteed, to be held by the Pledgee, subject to
the terms of this Agreement, as Collateral.

        (e)     UNCERTIFICATED SECURITIES. With respect to any Collateral that
constitutes a security and is not represented or evidence by a certificate or
instrument, such Pledgor shall cause the Issuer thereof either (i) to register
the Pledgee as the registered owner of such security or (ii) to agree in writing
with the Pledgee and such Pledgor that such Issuer will comply with the
instructions with respect to such security originated by the Pledgee without
further consent of such Pledgor.

        (f)     SECURITY ENTITLEMENTS AND SECURITIES ACCOUNTS. With respect to
any Collateral consisting of a security entitlement or a securities account,
such Pledgor shall, and shall cause the applicable securities intermediary, to
enter into an agreement with, and in form and substance acceptable to, the
Pledgee, granting control to the Pledgee over such Collateral.

        (g)     ADDITIONAL SHARES. Such Pledgor shall not permit any Issuer to
issue any additional Equity Interests unless such Equity Interests are pledged
hereunder as provided herein. Further, such Pledgor shall not permit any Issuer
to amend or modify its articles or certificate of incorporation, articles of
organization, certificate of limited partnership, by-laws, operating agreement,
partnership agreement or other comparable organizational instrument in a manner
which would adversely affect the voting, liquidation, preference or other
similar rights of any holder of the Equity Interests pledged hereunder.

        (h)     ISSUER ACKNOWLEDGMENT. Such Pledgor shall, upon the Pledgee's
request therefor, cause each Issuer of Collateral pledged by such Pledgor and
which Issuer is not a Pledgor itself, to execute and deliver to the Pledgee an
Acknowledgment and Consent substantially in the form of Schedule 2 attached
hereto.

                                       5


        Section 5. VOTING RIGHTS; DIVIDENDS, ETC.

        (a)     So long as no Event of Default has occurred and is continuing:

                (i)     each Pledgor shall be entitled to exercise any and all
        voting and/or consensual rights and powers accruing to an owner of the
        Collateral or any part thereof for any purpose not inconsistent with the
        terms and conditions of any of the Loan Documents or any agreement
        giving rise to or otherwise relating to any of the Secured Obligations;
        and

                (ii)    each Pledgor shall be entitled to retain and use any and
        all cash dividends or interest paid on the Collateral in the normal
        course of the applicable Issuer's business, but any and all stock and/or
        liquidating dividends, other distributions in property, return of
        capital or other distributions made on or in respect of the Collateral,
        whether resulting from a subdivision, combination or reclassification of
        outstanding Equity Interests or received in exchange for Collateral or
        any part thereof or as a result of any merger, consolidation,
        acquisition or other exchange of assets or on the liquidation, whether
        voluntary or involuntary, or otherwise, shall be and become part of the
        Collateral and, if received by a Pledgor, shall forthwith be delivered
        to the Pledgee.

The Pledgee agrees to execute and deliver to a Pledgor, or cause to be executed
and delivered to a Pledgor, as appropriate, at the sole cost and expense of such
Pledgor, all such proxies, powers of attorney, dividend orders and other
instruments as such Pledgor may reasonably request for the purpose of enabling
such Pledgor to exercise the voting and/or consensual rights and powers which
such Pledgor is entitled to exercise pursuant to clause (i) above and/or to
receive the dividends which such Pledgor is authorized to retain pursuant to
clause (ii) above.

        (b)     If an Event of Default has occurred and for so long as it is
continuing, all rights of a Pledgor to exercise the voting and/or consensual
rights and powers which a Pledgor is entitled to exercise pursuant to subsection
(a)(i) above and/or to receive the dividends and distributions which a Pledgor
is authorized to receive and retain pursuant to subsection (a)(ii) above shall
cease, and all such rights thereupon shall become immediately vested in the
Pledgee, which shall have the sole and exclusive right and authority to exercise
such voting and/or consensual rights and powers which any Pledgor shall
otherwise be entitled to exercise pursuant to subsection (a)(i) above and/or to
receive and retain the dividends and distributions which any Pledgor shall
otherwise be authorized to retain pursuant to subsection (a)(ii) above. Any and
all money and other property paid over to or received by the Pledgee pursuant to
the provisions of this subsection (b) shall be retained by the Pledgee as
additional Collateral hereunder and shall be applied in accordance with the
provisions of Section 8. If any Pledgor shall receive any dividends,
distributions or other property which it is not entitled to receive under this
Section, such Pledgor shall hold the same in trust for the Pledgee, without
commingling the same with other funds or property of or held by such Pledgor,
and shall promptly deliver the same to the Pledgee, in the identical form
received, together with any necessary endorsements.


                                       6


        Section 8 REMEDIES.

        (a)     In addition to any right or remedy that the Pledgee may have
under the other Loan Documents or otherwise under applicable law, if an Event of
Default shall have occurred and be continuing, the Pledgee may exercise any and
all the rights and remedies of a secured party under the UCC and may otherwise
sell, assign, transfer, endorse and deliver the whole or, from time to time, any
part of the Collateral at a public or private sale or on any securities
exchange, for cash, upon credit or for other property, for immediate or future
delivery, and for such price or prices and on such terms as the Pledgee in its
discretion shall deem appropriate. With respect to any Collateral held or
maintained with a securities intermediary, the Pledgee shall be entitled to
notify such securities intermediary that such securities intermediary should
follow the entitlement orders of the Pledgee and that such securities
intermediary should no longer follow entitlement orders of the Pledgor, without
further consent of the Pledgor. The Pledgee shall have the right (in its sole
and absolute discretion) to register any Equity Interests which are part of the
Collateral in its own name as pledgee or the name of its nominee (as Pledgee or
as sub-agent), endorsed or assigned in blank or in favor of the Pledgee. The
Pledgee shall be authorized at any sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Collateral for their own account in
compliance with the Securities Act and any other applicable law and upon
consummation of any such sale the Pledgee shall have the right to assign,
transfer, endorse and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each purchaser at any sale of Collateral shall take and hold
the property sold absolutely free from any claim or right on the part of any
Pledgor, and each Pledgor hereby waives (to the fullest extent permitted by
applicable law) all rights of redemption, stay and/or appraisal which such
Pledgor now has or may at any time in the future have under any applicable law
now existing or hereafter enacted. Each Pledgor agrees that, to the extent
notice of sale shall be required by applicable law, at least 10 days' prior
written notice to such Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as the Pledgee may fix and
shall state in the notice or publication (if any) of such sale. At any such
sale, the Collateral, or portion thereof to be sold, may be sold in one lot as
an entirety or in separate parcels, as the Pledgee may determine in its sole and
absolute discretion. The Pledgee shall not be obligated to make any sale of the
Collateral if it shall determine not to do so regardless of the fact that notice
of sale of the Collateral may have been given. The Pledgee may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case the sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Pledgee until the sale price is paid by the purchaser or
purchasers thereof, but the Pledgee shall not incur any liability to any Pledgor
in case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like notice. At any public sale made pursuant to this Agreement, the
Pledgee and any other holder of any of the Secured Obligations, to the extent
permitted by applicable law, may bid for or purchase, free from any right of
redemption, stay and/or appraisal on the part of any Pledgor (all said rights
being also hereby waived and released to the extent permitted by applicable
law), any part of or all the Collateral offered for sale. For purposes

                                       7


hereof, a written agreement to purchase all or any part of the Collateral shall
be treated as a sale thereof; the Pledgee shall be free to carry out such sale
pursuant to such agreement and no Pledgor shall be entitled to the return of any
Collateral subject thereto, notwithstanding the fact that after the Pledgee
shall have entered into such an agreement all Events of Default may have been
remedied or the Secured Obligations may have been paid in full as herein
provided. Each Pledgor hereby waives any right to require any marshaling of
assets and any similar right. In addition to exercising the power of sale herein
conferred upon it, the Pledgee shall also have the option to proceed by suit or
suits at law or in equity to foreclose this Agreement and sell the Collateral or
any portion thereof pursuant to judgment or decree of a court or courts having
competent jurisdiction. The rights and remedies of the Pledgee under this
Agreement are cumulative and not exclusive of any rights or remedies which any
of them otherwise have.

        Section 7 SETOFF. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, the
Pledgee is hereby authorized by each Pledgor, at any time or from time to time
during the continuance of an Event of Default, without prior notice to any
Pledgor or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including, but not limited to, indebtedness evidenced by certificates
of deposit, whether matured or unmatured) and any other indebtedness at any time
held or owing by the Pledgee or any affiliate of the Pledgee, to or for the
credit or the account of such Pledgor, against and on account of any of the
Secured Obligations, irrespective of whether or not any or all of the Secured
Obligations have been declared to be, or have otherwise become, due and payable,
and although such obligations shall be contingent or unmatured.

        Section 8 APPLICATION OF PROCEEDS OF SALE AND CASH. The proceeds of any
sale of the whole or any part of the Collateral, together with any other moneys
held by the Pledgee under the provisions of this Agreement, shall be applied in
accordance with Section 10.4 of the Credit Agreement. Each Pledgor shall remain
liable and will pay, on demand, any deficiency remaining in respect of the
Secured Obligations.

        Section 9 PLEDGEE APPOINTED ATTORNEY-IN-FACT. Each Pledgor hereby
constitutes and appoints the Pledgee as the attorney-in-fact of such Pledgor
with full power of substitution either in the Pledgee's name or in the name of
such Pledgor to do any of the following: (a) to perform any obligation of such
Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, demand,
sue for, collect, receive, receipt and give acquittance for any and all moneys
due or to become due under and by virtue of any Collateral; (c) to prepare,
execute, file, record or deliver notices, assignments, financing statements,
continuation statements, applications for registration or like papers to
perfect, preserve or release the Pledgee's security interest in the Collateral;
(d) to issue entitlement orders, instructions and other orders to any securities
intermediary in connection with any of the Collateral held by or maintained with
such securities intermediary; (e) to verify facts concerning the Collateral in
such Pledgor's name, its own name or a fictitious name; (f) to endorse checks,
drafts, orders and other instruments for the payment of money payable to such
Pledgor, representing any interest or dividend or other distribution payable in
respect of the Collateral or any part thereof or on account thereof and to give
full discharge for the same; (g) to exercise all rights, powers and remedies
which such Pledgor would have, but for this Agreement, with respect to any of
the Collateral; and (h) to carry out the provisions of this

                                       8


Agreement and to take any action and execute any instrument which the Pledgee
may deem reasonably necessary or advisable to accomplish the purposes hereof,
and to do all acts and things and execute all documents in the name of such
Pledgor or otherwise, reasonably deemed by the Pledgee as necessary, proper and
convenient in connection with the preservation, perfection or enforcement of its
rights hereunder. Nothing herein contained shall be construed as requiring or
obligating the Pledgee to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to present or file any
claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys due or to become due in respect thereof or any
property covered thereby, and no action taken by the Pledgee or omitted to be
taken with respect to the Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of any Pledgor or to any claim or
action against the Pledgee except as specifically provided herein. The power of
attorney granted herein is irrevocable and coupled with an interest.

        Section 10 PLEDGEE'S DUTY OF CARE. Other than the exercise of reasonable
care to ensure that safe custody of the Collateral while being held by the
Pledgee hereunder, the Pledgee shall have no duty or liability to preserve
rights pertaining thereto, it being understood and agreed that each Pledgor
shall responsible for preservation of all rights of such Pledgor in the
Collateral. The Pledgee shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which the Pledgee accords its
own property, it being understood that the Pledgee shall not have responsibility
for (a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any Collateral,
whether or not the Pledgee has or is deemed to have knowledge of such matters or
(b) taking any necessary steps to preserve rights against any parties with
respect to any Collateral.

        Section 11 REIMBURSEMENT OF PLEDGEE. Each Pledgor agrees to pay upon
demand to the Pledgee the amount of any and all reasonable and actual expenses,
including the reasonable and actual fees disbursements and other charges of its
counsel and of any experts or agents, and its fully allocated internal costs,
that the Pledgee may incur in connection with (a) the administration of this
Agreement, (c) the custody or preservation of, or any sale of, collection from,
or other realization upon, any of the Collateral, (c) the exercise or
enforcement of any of the rights of the Pledgee hereunder, or (d) the failure by
any Pledgor to perform or observe any of the provisions hereof or otherwise in
respect of the Collateral.

        Section 12 INDEMNIFICATION. Each Pledgor agrees to pay, indemnify, and
hold the Pledgee and each of its predecessors, affiliates, subsidiaries,
successors and assigns, together with their past, present and future officers,
directors, agents, attorneys, financial advisors, representatives, partners,
joint ventures, affiliates and the successor and assigns of any and all of them
(each, an "Indemnified Person") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
reasonable and actual costs, reasonable and actual expenses or disbursements of
any kind or nature whatsoever ("Indemnified Amounts") brought against or
incurred by an Indemnified Person, in any manner arising out of or, directly or
indirectly, related in any way to or connected with this Agreement, including
without limitation, the exercise by the Pledgee of any of its rights and
remedies under this Agreement or any other action taken by the Pledgee pursuant
to the terms of this Agreement;

                                       9


provided, however, a Pledgor shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Amounts to the extent arising
from the gross negligence or willful misconduct of such Indemnified Party, as
determined by a court of competent jurisdiction in a final, non-appealable
judgment.

        Section 13 FURTHER ASSURANCES. Each Pledgor shall, at its sole cost and
expense, take all action that may be necessary or desirable in the Pledgee's
reasonable discretion, so as at all times to maintain the validity, perfection,
enforceability and priority of the Pledgee's security interest in the
Collateral, or to enable the Pledgee to exercise or enforce its rights
hereunder, including without limitation or otherwise in respect of the
Collateral. The Pledgee shall at all times have the right to exchange the
certificates representing such Equity Interests for certificates of smaller or
larger numbers of shares for any purpose consistent with this Agreement.

        Section 14 SECURITIES ACT. In view of the position of the Pledgors in
relation to the Collateral, or because of other current or future circumstances,
a question may arise under the Securities Act, or any similar applicable law
hereafter enacted analogous in purpose or effect (the Securities Act and any
such similar applicable law as from time to time in effect being called the
"Federal Securities Laws") with respect to any disposition of the Collateral
permitted hereunder. Each Pledgor understands that compliance with the Federal
Securities Laws might very strictly limit the course of conduct of the Pledgee
if the Pledgee were to attempt to dispose of all or any part of the Collateral
in accordance with the terms hereof, and might also limit the extent to which or
the manner in which any subsequent transferee of any Collateral could dispose of
the same. Similarly, there may be other legal restrictions or limitations
affecting the Pledgee in any attempt to dispose of all or part of the Collateral
in accordance with the terms hereof under applicable Blue Sky or other state
securities laws or similar applicable law analogous in purpose or effect. Each
Pledgor recognizes that in light of the foregoing restrictions and limitations
the Pledgee may, with respect to any sale of the Collateral, limit the
purchasers to those who will agree, among other things, to acquire such
Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges and agrees that in
light of the foregoing restrictions and limitations, the Pledgee, in its sole
and absolute discretion, may, in accordance with applicable law, (a) proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Collateral or part thereof shall have been filed under the
Federal Securities Laws and (b) approach and negotiate with a single potential
purchaser to effect such sale. Each Pledgor acknowledges and agrees that any
such sale might result in prices and other terms less favorable to the seller
than if such sale were a public sale without such restrictions. In the event of
any such sale, the Pledgee shall incur no responsibility or liability for
selling all or any part of the Collateral in accordance with the terms hereof at
a price that the Pledgee, in its sole and absolute discretion, may in good faith
deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred
until after registration as aforesaid or if more than a single purchaser were
approached. The provisions of this Section will apply notwithstanding the
existence of public or private market upon which the quotations or sales prices
may exceed substantially the price at which the Pledgee sells.

        Section 15 [Intentionally Deleted.]

                                       10


        Section 16 CONTINUING SECURITY INTEREST. This Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until it terminates in accordance with its terms.

        Section 17 SECURITY INTEREST ABSOLUTE. All rights of the Pledgee
hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of any Loan Document,
any agreement with respect to any of the Secured Obligations or any other
agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of the payment of, or in any other term of, all or any of
the Secured Obligations, or any other amendment or waiver of or any consent to
any departure from any Loan Document, or any other agreement or instrument
relating to any of the foregoing, (c) any exchange, release or nonperfection of
any other collateral, or any release or amendment or waiver of or consent to or
departure from any guaranty, for all or any of the Secured Obligations or (d)
any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Pledgor in respect of the Secured Obligations or in
respect of this Agreement (other than the indefeasible payment in full of all
the Secured Obligations).

        Section 18 NO WAIVER. Neither the failure on the part of the Pledgee to
exercise, nor the delay on the part of the Pledgee in exercising any right,
power or remedy hereunder, nor any course of dealing between the Pledgee, on the
one hand, and the Pledgor, on the other hand, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power, or remedy
hereunder preclude any other or the further exercise thereof or the exercise of
any other right, power or remedy.

        Section 19 NOTICES. Notices, requests and other communications required
or permitted hereunder shall be given in accordance with the Section 11.1 of the
Credit Agreement

        Section 20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

SECTION 21  LITIGATION; JURISDICTION; OTHER MATTERS; WAIVERS.

        (a)     EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
AMONG ANY OF THE PLEDGORS AND THE PLEDGEE WOULD BE BASED ON DIFFICULT AND
COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE
PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE
PLEDGEE AND THE PLEDGORS HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN
ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF OR
RELATING IN ANY WAY TO THIS AGREEMENT OR THE COLLATERAL.

                                       11


        (b)     EACH OF PLEDGORS AND THE PLEDGEE HEREBY AGREES THAT THE FEDERAL
DISTRICT COURT OF THE NORTHERN DISTRICT OF GEORGIA AND ANY STATE COURT LOCATED
IN GEORGIA, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN OR AMONG THE PLEDGORS AND THE PLEDGEE, PERTAINING DIRECTLY OR INDIRECTLY
TO THIS AGREEMENT, THE COLLATERAL OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM. EACH PLEDGOR AND THE PLEDGEE EXPRESSLY SUBMIT AND CONSENT IN ADVANCE
TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH
RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN
ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET
FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION
BY THE PLEDGEE OR THE ENFORCEMENT BY THE PLEDGEE OF ANY JUDGMENT OBTAINED IN
SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

        (c)     EACH PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING
PRIOR TO THE TIME THE PLEDGEE DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS
PROVIDED IN THIS AGREEMENT; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL
THAT SUCH PLEDGOR NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY
APPLICABLE LAW NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS EXPRESSLY
REQUIRED UNDER THIS AGREEMENT OR APPLICABLE LAW, ANY REQUIREMENT OF NOTICE,
DEMAND, OR ADVERTISEMENT FOR SALE.

        (d)     THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH
PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE SECURED OBLIGATIONS
AND THE TERMINATION OF THIS AGREEMENT.

        Section 22 AMENDMENTS. No amendment or waiver of any provision of this
Agreement nor consent to any departure by any Pledgor herefrom shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

        Section 23 BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, except that no Pledgor shall be permitted to
assign this Agreement or any interest herein or in the Collateral or any part
thereof.

        Section 24 TERMINATION. Upon indefeasible payment in full of all of the
Secured Obligations and termination of the Commitment, this Agreement shall
terminate. Upon

                                       12


termination of this Agreement in accordance with its terms, the Pledgee agrees
to take such actions as any Pledgor may reasonably request, and at the sole cost
and expense of such Pledgor, to evidence the termination of this Agreement.

        Section 25 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provisions shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Agreement.

        Section 26 HEADINGS. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.

        Section 27 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute but one agreement.

        Section 28 JOINT AND SEVERAL OBLIGATIONS OF PLEDGORS. the obligationS of
the PLEDGORs HEREUNDER SHALL BE joint and several, and ACCORDINGLY, each PLEDGOR
THAT IS PARTY TO THE GUARANTY CONFIRMS THAT IT is liable for the full amount of
the "SECURED Obligations" AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF
THE OTHER PLEDGORS HEREUNDER.

        Section 29. FOREIGN SUBSIDIARIES. Notwithstanding anything herein to the
contrary, in no event shall any security interest granted under this Agreement
attach to any of the outstanding capital stock of a Foreign Subsidiary in excess
of 65% of the total voting power of all classes of capital stock of such Foreign
Subsidiary entitled to vote.


                            [Signatures on Next Page]


                                       13


        IN WITNESS WHEREOF, each Pledgor has executed and delivered this Pledge
Agreement under seal as of this the date first written above.


                                           PLEDGORS:

                                           MILLER INDUSTRIES, INC.
                                           CENTURY HOLDINGS, INC.
                                           MILLER INDUSTRIES INTERNATIONAL, INC.


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

Agreed to, accepted and acknowledged
as of the date first written above.

PLEDGEE:

WACHOVIA BANK, NATIONAL ASSOCIATION


By: /s/ Michael J. Romano
   ---------------------------------
   Name: Michael J. Romano
        ----------------------------
   Title: Vice President
         ---------------------------




                                       14

EX-10.8

                                                                    EXHIBIT 10.8


            AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT

        THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is made and entered into as of June 17, 2005, 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"), and WILLIAM G.
MILLER as successor Agent to Harbourside Investments, LLLP (in such capacity,
the "AGENT") for the Lenders from time to time under the Credit Agreement (as
defined below) and as sole lender (the "LENDER").

                              W I T N E S S E T H:

        WHEREAS, the Borrowers entered into that certain Amended and Restated
Credit Agreement dated as of July 23, 2001 with the Lenders signatory thereto
and Bank of America, N.A. as initial agent for the lenders thereunder (the
"ORIGINAL AGENT"), as amended and modified prior to the date hereof pursuant to
(i) that certain Amendment No. 1 to Amended and Restated Credit Agreement dated
as of April 12, 2002, among Borrowers, certain Subsidiaries of Borrowers, the
Original Agent, Bank of America, N.A., Wachovia Bank, N.A., AmSouth Bank and
SunTrust Bank, (ii) that certain letter agreement dated November 19, 2003, by
Contrarian Funds, LLC ("CONTRARIAN") and Bank of America, N.A., (iii) that
certain Amendment No. 3 to Amended and Restated Credit Agreement dated as of
January 14, 2004, among Borrowers, certain Subsidiaries of Borrowers, Contrarian
Funds, LLC as successor agent to the Original Agent and a lender and Harbourside
Investments, LLLP, a Georgia limited liability limited partnership
("HARBOURSIDE") as a Lender, and (iv) that certain Amendment No. 4 to Amended
and Restated Credit Agreement dated as of November 5, 2004, among Borrowers,
certain Subsidiaries of Borrowers and Harbourside as successor agent to
Contrarian and as a lender (as so amended and modified prior to the date hereof,
the "ORIGINAL CREDIT Agreement"); and

        WHEREAS, the outstanding principal amount of the original term loan
owing by the Borrowers to the Lender immediately prior to the effectiveness of
this Amendment is $4,293,217.14 (such term loan is referred to herein as the
"EXISTING TERM LOAN"); and

        WHEREAS, the Borrowers have requested and, subject to the terms and
conditions set forth herein, the Lender has agreed to make a new term loan to
the Borrowers on the date of this Amendment in the aggregate principal amount of
$5,706,782.86 (such term loan is referred to herein as the "NEW TERM LOAN"), the
proceeds of which are to be used by Borrowers to repay a portion of the
outstanding loans owing to CIT Group/Business Credit, Inc. ("CIT GROUP") as
lender, and to William G. Miller as a participant in a portion of the
outstanding loans advanced to the Borrowers and certain of their Subsidiaries,
under that certain Credit Agreement dated as of July 23, 2001, among the lenders
party thereto, CIT Group, as administrative agent, and the Borrowers and certain
of their Subsidiaries, as amended (as so amended, the "CIT CREDIT AGREEMENT").



        WHEREAS, Borrowers have requested that the terms of the Original Credit
Agreement and the Loan Documents be further amended in the manner set forth
herein, and the Agent and the sole Lender, subject to the terms and conditions
contained herein, have agreed to such amendments as set forth below.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto 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 Original Credit Agreement.

        2.      AMENDMENTS TO ORIGINAL CREDIT AGREEMENT AND LOAN DOCUMENTS.
Subject to the conditions hereof, the Original Credit Agreement and the other
Loan Documents are hereby amended, effective as of the date hereof, as follows:

        A.      SECTION 1.1 of the Original Credit Agreement is hereby amended
by adding the following new definitions:

                "CIT CREDIT AGREEMENT" has the meaning set forth in the recitals
to the Fifth Amendment.

                "CIT GROUP" has the meaning set forth in the recitals to the
Fifth Amendment.

                "CONTINUING SUBSIDIARY(IES)" means any Subsidiary that is not a
Discontinued Subsidiary.

                "DISCONTINUED SUBSIDIARY" means each Subsidiary set forth on
SCHEDULE 1 to the Fifth Amendment.

                "EXISTING TERM LOAN" has the meaning set forth in the recitals
to the Fifth Amendment.

                "FIFTH AMENDMENT" means that certain Amendment No. 5 to Amended
and Restated Credit Agreement dated as of the Fifth Amendment Effective Date,
among the Borrowers and William G. Miller as successor Agent and sole Lender.

                "FIFTH AMENDMENT EFFECTIVE DATE" means June 17, 2005.

                "NEW TERM LOAN" has the meaning set forth in the recitals to the
Fifth Amendment.

                "NEW TERM NOTE" means that certain Promissory Note dated June
17, 2005 issued by Borrowers to William G. Miller in the aggregate principal
amount of the Existing Term Loan and the New Term Loan.

        B.      SECTION 1.1 of the Original Credit Agreement is hereby further
amended by deleting the definitions of "Base Rate", "Default Rate", "Eligible
Assignee", "Intercreditor

                                       2


Agreement", "Notes", "Senior Credit Agreement", "Senior Facility", "Senior
Lenders", "Stated Termination Date" and "Term Loan", and replacing said
definitions with the following new definitions to read in their entirety as
follows:

                "BASE RATE" means 9% per annum.

                "DEFAULT RATE" means the lesser of (i) a rate of interest per
annum which shall be 2% above the Base Rate, and (ii) the maximum rate permitted
by applicable law.

                "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an affiliate or
Approved Fund of a Lender; and (iii) any other Person approved by the Agent and,
unless an Event of Default has occurred and is continuing at the time any
assignment is effected in accordance with Section 11.1, approved by Miller;
PROVIDED, HOWEVER, that either Miller or an affiliate of Miller may qualify as
an Eligible Assignee.

                "INTERCREDITOR AGREEMENT" means that certain Intercreditor and
Subordination Agreement dated as the Fifth Amendment Effective Date by and among
the Agent, for the benefit of itself and the Lenders and the Senior Lender, as
amended, modified, restated or supplemented from time to time.

                "NOTES" means the New Term Note, together with any promissory
notes from time to time issued in replacement or substitution thereof.

                "SENIOR CREDIT AGREEMENT" means that certain Credit Agreement
dated as of the Fifth Amendment Effective Date between Miller and Senior Lender,
as amended, restated, modified or supplemented from time to time.

                "SENIOR FACILITY" means the revolving credit and term loan
facilities made available to Miller under the Senior Credit Agreement.

                "SENIOR LENDER(S)" means Wachovia Bank, National Association, as
lender under the Senior Credit Agreement, together with its successors and
permitted assigns as lenders under the Senior Credit Agreement.

                "STATED TERMINATION DATE" means September 17, 2008.

                "TERM LOAN" means individually, each of the Existing Term Loan
and the New Term Loan, as the context may require, and "TERM LOANS" means,
collectively, the Existing Term Loan and the New Term Loan.

        C.      SECTION 2.1 of the Original Credit Agreement is deleted and
replaced with the following new SECTION 2.1 to read in its entirety as follows:

                2.1     TERM LOANS; PAYMENT OF PRINCIPAL.

                        (a)     As of the Fifth Amendment Effective Date and
after giving effect to the transactions to be consummated on the Fifth Amendment
Effective Date, the aggregate outstanding principal amount of the Existing Term
Loan is $4,293,217.14. On the Fifth

                                       3


Amendment Effective Date, Lender hereby agrees to make the New Term Loan to the
Borrowers in the aggregate principal amount of $5,706,782.86.

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

        D.      SECTION 2.2 of the Original Credit Agreement is hereby amended
by deleting subparagraph (c) of said Section in its entirety.

        E.      SECTION 2.4 of the Original Credit Agreement is hereby deleted
and replaced with the following new SECTION 2.4 to read in its entirety as
follows the following:

                2.4     NOTES. On the Fifth Amendment Effective Date, the
Borrowers will issue to the Lender the New Term Note evidencing the Term Loan,
substantially in the form of EXHIBIT A attached to the Fifth Amendment. The New
Term Note shall supercede and replace in its entirety that certain Tranche B
Promissory Note dated February 12, 2004 in the original principal amount of
$4,293,217.14 previously issued by the Borrowers to Harbourside.

        F.      SECTION 2.7 of the Original Credit Agreement is hereby deleted
and replaced with the following new SECTION 2.7 to read in its entirety as
follows the following:

                2.7     [Reserved]

        G.      SECTION 2.8 of the Original Credit Agreement is hereby deleted
and replaced with the following new SECTION 2.8 to read in its entirety as
follows the following:

                2.8     USE OF PROCEEDS. The proceeds of the New Term Loan shall
be used by the Borrowers together with the proceeds of the Senior Facility
advanced on the Fifth Amendment Effective Date, to pay off all of the
outstanding indebtedness of Borrowers and their Subsidiaries owing to CIT Group
as lender and to William G. Miller as a participant in a portion of the
outstanding loans advanced to the Borrowers and certain of their Subsidiaries,
under the CIT Credit Agreement.

        H.      SECTION 2.9 of the Original Credit Agreement is hereby deleted
and replaced with the following new SECTION 2.9 to read in its entirety as
follows the following:

                2.9     [Reserved]

        I.      Article VI (Representations and Warranties), Article VII
(Affirmative Covenants), Article VIII (Negative Covenants) and Article IX
(Events of Default) are hereby amended such that each reference to "Subsidiary"
appearing in said Articles shall be deleted and replaced with the term
"Continuing Subsidiary".

        J.      Schedule 6.4 (Subsidiaries), Schedule 6.6 (Existing\
Indebtedness), Schedule 6.7 (Title to Properties), Schedule 6.10 (Litigation)
and Schedule 6.19 (Employment Matters) are hereby amended and restated in their
entirety as set forth on Annex I attached hereto.

                                       4


        K.      SECTION 7.22 of the Original Credit Agreement is hereby amended
by deleting subparagraph (b) of said Section in its entirety and by amending
subparagraph (a)(i) as follows:

                (i)     Mortgages, Deeds of Trust or other similar documentation
                necessary to grant to the Agent for the benefit of the Agent and
                the Lenders a Lien on the real property owned by each Borrower
                and each Guarantor (collectively, the "Mortgages") (subject only
                to Permitted Liens); PROVIDED, HOWEVER, that (a) a Lien on such
                real property is also granted in favor of the Senior Lender and
                (b) such Lien in favor of the Agent is junior in priority to any
                Lien granted in favor of the Senior Lender in accordance with
                and pursuant to the Intercreditor Agreement;

        L.      SECTION 8.1 of the Original Credit Agreement is hereby deleted
in its entirety. Borrowers hereby agree that they will comply with each of the
financial covenants set forth in Section 9.1 of the Senior Credit Agreement (as
amended, modified, restated or supplemented from time to time) and each such
financial covenants (and any defined terms used therein) shall be incorporated
by reference in this Section 8.1 as if fully set forth herein. Borrowers further
agree that any failure to so comply with such financial covenants shall
constitute an immediate Event of Default hereunder.

        M.      SECTION 8.4 of the Original Credit Agreement is hereby amended
by deleting subparagraphs (h), (i) and (j) thereof and replacing said
subparagraphs with a new subparagraphs to read in its entirety as follows:

                (h)     inventory repurchase obligations incurred with respect
to floor plan financing for Independent Distributors;

                (i)     partial recourse obligations of Miller incurred with
respect to floor plan financing for Independent Distributors;

                (j)     Indebtedness in favor of the Senior Lender under the
Senior Facility;

        N.      SECTION 8.3 of the Original Credit Agreement is hereby amended
by adding the following new paragraph at the end thereof:

                In addition to, but not in duplication of, of the foregoing,
Borrowers and their Continuing Subsidiaries shall be permitted to incur, create
or permit to exist any Liens constituting "Permitted Liens" under and as defined
in the Senior Credit Agreement (as amended, modified, restated or supplemented
from time to time).

        O.      SECTION 8.4 of the Original Credit Agreement is hereby further
amended by adding the following new paragraph at the end thereof:

                In addition to, but not in duplication of, of the foregoing,
Borrowers and their Continuing Subsidiaries shall be permitted to incur any
other Indebtedness to the extent permitted under Section 9.3 of the Senior
Credit Agreement (as amended, modified, restated or supplemented from time to
time).

                                       5


        P.      SECTION 8.6 of the Original Credit Agreement is hereby further
amended by adding the following new paragraph at the end thereof:

                In addition to, but not in duplication of, of the foregoing,
Borrowers and their Continuing Subsidiaries shall be permitted to make
investments to the extent permitted under Section 9.4 of the Senior Credit
Agreement (as amended, modified, restated or supplemented from time to time).

        Q.      SECTION 8.19 of the Original Credit Agreement is hereby further
amended by deleting said Section and replacing it with the following new SECTION
8.19 to read in its entirety as follows:

                8.19    MODIFICATION OF SENIOR FACILITY. Enter into any
agreement, amendment, increase, extension, renewal, waiver, or other
modification (a "Change") with respect to the Senior Facility (including but not
limited to the Senior Credit Agreement and the other documents related thereto)
without the prior written consent of the Agent and the Lenders if such Change
has the effect of:

                (i)     increasing the Consolidated Fixed Charge Coverage Ratio
(as defined in the Senior Credit Agreement) required to be maintained by Miller
under the terms of the Senior Credit Agreement in order to satisfy the
requirements under the definition of "Permitted Payments" in the Intercreditor
Agreement; or

                (iii)   otherwise specifically prohibiting the payment or
prepayment of any amount of principal to the Lenders hereunder, which payment
would otherwise be permitted under the terms hereof (as in effect on the Fifth
Amendment Effective Date) or under the Intercreditor Agreement.

        R.      Article IX (Events of Default) is hereby further amended such
that each reference to "$250,000" appearing in said Article shall be deleted and
replaced with "$1,500,000".

        S.      The Agreement and each of the other Loan Documents are further
amended such that each reference appearing therein to "Senior Agent" or "Senior
Agents" shall be deemed to refer to "Senior Lender".

        3.      CONTINUING EFFECT OF LOAN DOCUMENTS.

                (a)     Each Guarantor hereby (i) consents and agrees to the
amendments to the Original Credit Agreement and other Loan Documents 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


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

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

                (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 Original Credit Agreement (as amended hereby) or any other
Loan Document (as amended hereby) either immediately or with the lapse of time
or the giving of notice, or both.

        5.      CONDITIONS TO EFFECTIVENESS. This Amendment shall not be
effective until the following condition shall have been satisfied:

                (a)     this Amendment shall have been duly executed and
delivered by the Borrowers, the Agent and the Lender;

                (b)     the Confirmation of Guaranty in the form attached hereto
shall have been duly executed and delivered by each of the Guarantors;

                (c)     Borrowers shall have duly executed and delivered to
Lender the New Term Note in the form of EXHIBIT A attached hereto;

                (d)     Lender shall have received an opinion of counsel to
Borrowers in form and scope reasonably satisfactory to Lender as to the due
execution, due authorization and enforceability of this Amendment by Borrowers;
and

        Upon the satisfaction of the condition set forth in this SECTION 5, the
Amendment Agreement shall be effective as of the date hereof.

        6.      ENTIRE AGREEMENT. This Amendment 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 Amendment may be changed, modified, waived or
canceled orally or otherwise, except as provided in the Original Credit
Agreement as amended hereby.

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

                                       7


        8.      COUNTERPARTS. This Amendment 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.

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

        10.     ENFORCEABILITY. Should any one or more of the provisions of this
Amendment 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.

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

        12.     SUCCESSORS AND ASSIGNS. This Amendment 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]






                                       17


        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to Amended and Restated Credit 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/ J. Vincent Mish
                                          --------------------------------------
                                       Name: J. Vincent Mish
                                            ------------------------------------
                                       Title: Chief Financial Officer
                                             -----------------------------------

                                       MILLER INDUSTRIES TOWING EQUIPMENT INC.


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


                                       AGENT AND LENDER:

                                       WILLIAM G. MILLER, INDIVIDUALLY, AS AGENT
                                       AND SOLE LENDER


                                        /s/ William G. Miller
                                       -----------------------------------------


                                       9

EX-10.9

                                                                    EXHIBIT 10.9

                                 Promissory Note
                                   (Term Loan)

$10,000,000                                                     Atlanta, Georgia
                                                                   June 17, 2005

           THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE
           BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE MAKER
           PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT
           BETWEEN WILLIAM G. MILLER AS JUNIOR AGENT, AND WACHOVIA
           BANK, NATIONAL ASSOCIATION, AS SENIOR LENDER, 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 William G. Miller (the
"Lender"), in its individual capacity, at 5025 Harrington Road, Alpharetta,
Georgia 30022 (or at such other place or places as the Lender 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 TEN MILLION DOLLARS ($10,000,000) 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 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 Term Note referred to in the Agreement evidencing the
Existing Term Loan and the New Term Loan and is issued pursuant to the Fifth
Amendment 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 February 12, 2004 issued by Borrowers to Harbourside in
the aggregate principal amount of $4,293,217.14 (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]


                                       2


        IN WITNESS WHEREOF, each of the Borrowers has caused this Term 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: /s/ J. Vincent Mish
                                           -------------------------------------
                                        Name: J. Vincent Mish
                                             -----------------------------------
                                        Title: Chief Financial Officer
                                              ----------------------------------



                                        MILLER INDUSTRIES TOWING EQUIPMENT INC.


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



                                       3

EX-99.1

8503 Hilltop Drive
Ooltewah, Tennessee  37363
(434) 238-4171

APPROVED BY:	Jeffrey I. Badgley
	Co-Chief Executive Officer

For Immediate Release

CONTACT:	Miller Industries, Inc.
	J. Vincent Mish, Chief Financial Officer
	(423) 238-4171
	Frank Madonia, General Counsel
	(423) 238-4171
	Financial Dynamics
	Investor Contact: Eric Boyriven, Alexandra Tramont
	(212) 850-5600

MILLER INDUSTRIES ENTERS INTO NEW SENIOR CREDIT FACILITY

AND REFINANCES JUNIOR CREDIT FACILITY

CHATTANOOGA, Tennessee, June 20, 2005 — Miller Industries, Inc. (NYSE: MLR) announced today that it has entered into a new $27.0 million senior secured credit facility with Wachovia Bank, National Association, and also has amended its existing junior credit facility.

The Company’s new senior facility replaces its previous senior secured credit facility. The new senior facility consists of a $20.0 million revolving credit facility, which has a three-year term, and a $7.0 million term loan, which has a five-year term. The new loans bear interest at rates equal to 2.0% above the applicable LIBOR rates. These rates reflect substantial reductions from the rates on the Company’s previous senior credit facility.

The amendment to the Company’s junior credit facility reflects an additional loan which increases the subordinated debt from $4.2 million to $10.0 million. The amended junior facility has a term of three years and three months, and will continue to bear interest at a rate equal to 9.0%. William G. Miller, the Company’s Chairman and Co-Chief Executive Officer, is the sole lender under the amended junior credit facility, as successor to Harbourside Investments, LLLP, an entity that he controlled until its liquidation and distribution in May 2005.

A portion of the proceeds from the new senior facility was used to repay Mr. Miller’s $12.0 million principal participation in the old senior facility. As a result, Mr. Miller no longer holds any of the Company’s senior debt. The refinancings and related transactions were approved by the Company’s Audit Committee, as well as the disinterested members of the Company’s Board of Directors, with Mr. Miller abstaining.

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MILLER INDUSTRIES ENTERS INTO NEW SENIOR CREDIT FACILITY AND REFINANCES JUNIOR CREDIT FACILITY Page 2  

Jeffrey I. Badgley, President and Co-Chief Executive Officer of Miller Industries, Inc., stated, “We are very pleased to have entered into this new senior loan with Wachovia, and to have restructured our junior facility. In recent years, we have focused heavily on enhancing our financial strength, and we believe that our new credit facilities, with their lower interest costs and increased borrowing capacity, will give us the flexibility needed to continue investing in the growth of our business.”

Miller Industries is the world’s largest manufacturer of towing and recovery equipment, and markets its towing and recovery equipment under a number of well-recognized brands, including Century, Vulcan, Chevron, Holmes, Challenger, Champion and Eagle.

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The Company noted that forward looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed under the caption “Risk Factors” in the Company’s Form 10-K for fiscal 2004, which discussion is incorporated herein by this reference.

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