Exhibit
10.1


 


FIRST
AMENDMENT TO


AMENDED
AND RESTATED LOAN AGREEMENT


 


[This
First Amendment to Amended and Restated Loan Agreement amends and replaces the certain terms of the Amended and Restated Loan
Agreement dated December 30, 2014 (the “2014 Loan Agreement”) by and among Miller Industries, Inc., Apaco,
Inc., Century Holdings, Inc., Champion Carrier Corporation, Chevron, Inc., Miller Financial Services Group, Inc., Miller/Greeneville,
Inc., Miller Industries International, Inc. and Miller Industries Towing Equipment, Inc. and First Tennessee Bank National Association].


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“First Amendment,” together with the 2014 Loan Agreement
being hereinafter referred to as the “Loan Agreement”) is made as of June 11, 2015, by and among MILLER
INDUSTRIES, INC., a Tennessee corporation, APACO, INC., a Delaware corporation, CENTURY HOLDINGS, INC., a Tennessee
corporation, CHAMPION CARRIER CORPORATION, a Delaware corporation, CHEVRON, INC., a Pennsylvania corporation, MILLER
FINANCIAL SERVICES GROUP, INC., a Tennessee corporation, MILLER/GREENEVILLE, INC., a Tennessee corporation, MILLER
INDUSTRIES INTERNATIONAL, INC., a Tennessee corporation, MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation
(singularly and collectively, the “Borrower”), whose address is c/o Miller Industries, Inc, 8503 Hilltop Drive,
Ooltewah, Tennessee 37363 and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the statutes of the United States of America, with offices at 701 Market Street, Chattanooga, Tennessee 37402 (hereinafter
referred to as the “Bank”).


 


Recitals
of Fact


 


In
2010, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for purchase
cards, letters of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum
of Twenty Million and NO/100 Dollars ($20,000,000.00) and the Bank made such loan.


 


In
2011, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for letters
of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum of Twenty Five
Million and NO/100 Dollars ($25,000,000.00) and the Bank made such loan, which replaced the 2010 Twenty Million and NO/100 Dollars
($20,000,000.00) loan.


 


In
2012, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00)
loan, and the Bank agreed to do so.


 


In
2013, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00)
loan, and the Bank agreed to do so.


 


In
2014, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00)
loan, and the Bank agreed to do so.


 





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Borrower
has now requested that the Bank increase the Loan from Twenty Five Million and NO/100 Dollars ($25,000,000.00) to Thirty Million
and NO/100 Dollars ($30,000,000.00) and to further extend the maturity date of the existing loan and the Bank has agreed to make
such increase and extension on the terms and conditions set forth in the Loan Agreement, as modified by this First Amendment.


 


NOW,
THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained,
the parties agree as follows:


 


AGREEMENTS


 





	SECTION 1:	DEFINITIONS AND ACCOUNTING TERMS



 


1.1        
Certain Defined Terms. All definitions shall remain as provided in the 2014 Loan Agreement except as specifically modified
in this First Amendment. All such modified terms shall be applicable in this First Amendment and will replace comparable terms
in the 2014 Loan Agreement.


 


“Closing
Date” means the date set out in the first paragraph of this Loan Agreement.


 


“Note”
means the Master Revolving Credit Note in the principal amount of $30,000,000.00 executed by the Borrower to the Bank, of even
date herewith, as such note may be modified, renewed or extended from time to time; and any other note or notes executed by any
Borrower at any time to evidence the indebtedness under this Loan Agreement, in whole or in part, and any renewals, modifications
and extensions thereof, in whole or in part.


 


“Revolving
Credit Loan” means the Borrower’s revolving credit indebtedness to the Bank pursuant to Section 2 of this Loan Agreement.


 


“Revolving
Credit Note” means the Note as described in Section 2.3 hereof.


 


“Termination
Date of Revolving Credit Loan” shall mean the earlier of (a) March 31, 2018, or in the event that the Bank and Borrower
shall hereafter mutually agree in writing that the Revolving Credit Loan and the Bank’s commitment hereunder shall be extended
to another date, and the Note shall be modified or amended to reflect such extension, such extended date pursuant to the foregoing,
or (b) the date as of which Borrower shall have terminated the Bank’s commitment under the provisions of Section 2.5
hereof.


 


	SECTION 2:	COMMITMENT, FUNDING AND TERMS OF REVOLVING
    CREDIT LOAN



  


2.1        
The Commitment. Subject to the terms and conditions herein set out, Bank agrees and commits to make loan advances to
the Borrower from time to time, from the Closing Date until the Termination Date of Revolving Credit Loan, in an aggregate principal
amount not to exceed, at any one time outstanding Thirty Million and NO/100 Dollars ($30,000,000.00). Purchase cards, letters
of credit issued for the benefit of the Borrower, and treasury risk exposure that is allocated to the Revolving Credit Loan by
the Bank shall by the Bank shall be treated as loan advances against the Thirty Million and NO/100 Dollars ($30,000,000.00) loan.


 



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2.2        
Funding the Loan. Each loan advance hereunder shall be made upon the written request of the Borrower to the Bank, specifying
the date and amount thereof. All advances hereunder shall be made by depositing the same to the checking account of Borrower at
the Bank.


 


2.3        
The Note and Interest. The Revolving Credit Loan shall be evidenced by one (1) promissory note of the Borrower, payable
to the order of the Bank in the principal amount of Thirty Million and NO/100 Dollars ($30,000,000.00). The entire principal amount
of the Loan shall be due and payable on the Termination Date of Revolving Credit Loan. The unpaid principal balances of the Revolving
Credit Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances at a rate per annum described
in the Note.


 


2.4        
Non-Usage Fee. The Borrower agrees that with respect to any unused portion of the Loan, there shall be a non-usage
fee of between .15% per annum and .35% per annum multiplied by the unused portion of the Revolving Credit Loan based upon the
average Consolidated Companies’ collected deposit business with the Bank for the previous twelve (12) month period (“Average
Balance”), in accordance with the following Pricing Table. The fee shall be paid by the Borrower to the Bank each quarter
commencing on June 30, 2015 and continuing on each September 30, December 31, March 31 and June 30 thereafter. Purchase
cards and letters of credit issued for the benefit of the Borrower by the Bank shall be treated as loan advances (usages) against
the Thirty Million and NO/100 Dollars ($30,000,000.00) loan and shall not be included in the non-usage fee calculation. “Pricing
Table” shall mean (a) if the Bank remains the primary treasury management and depository bank for the Borrowers and the
Average Balance is equal to or greater then $6,000,000.00, the non-usage fee shall be .15% per annum and if the Average Balance
is less than $6,000,000.00 the non-usage fee shall be .20% per annum; and (b) if the Bank is not the primary treasury management
and depository bank for the Borrowers, the non-usage fee shall be .35% per annum.


 


	SECTION
                                         3:	REQUIRED PAYMENTS, PLACE OF PAYMENT, ETC.



 


3.1        
Required Repayments. In the event that the outstanding principal balance of the Revolving Credit Loan shall at any
time exceed Thirty Million and NO/100 Dollars ($30,000,000.00), the Borrower will immediately upon discovery of the existence
of such excess borrowings, make a principal payment which will reduce the outstanding principal balance of the Revolving Credit
Loan in the amount of such excess.


 



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	SECTION 4:	CONDITIONS OF LENDING





 


4.1       
Conditions Precedent to Closing and Funding Initial Advance. The obligation of the Bank to fund the initial Revolving
Credit Loan Advance hereunder is subject to the condition precedent that the Bank shall have received, on or before the Closing
Date, all of the following in form and substance satisfactory to the Bank:


 


(a)        
This First Amendment;


 


(b)        
The Note; and


 


(c)        
Such other information and documentation as Bank shall deem to be necessary or desirable in its reasonable credit judgment in
connection with the funding of the Loan, including but not limited to the items shown on the Checklist for Closing, attached hereto,
marked Exhibit “A” and made a part hereof.


 


4.2        
Financial Condition. (a) (i) The 10K of the Borrower dated December 31, 2014,
and (ii) the unaudited consolidating balance sheet/financial statement of the Borrower dated as of March 31, 2015, a copy
of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto,
are correct and complete and fairly present the financial condition of Borrower in all material respects as at the date of such
items for such periods and as of the date of closing of this Loan Agreement and related transactions, respectively, subject, in
the case of clause (ii), to the absence of footnotes and to normal year-end audit adjustments. All such financial statements have
been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the
period involved.


 


(b)        
There has been no material adverse change in the business, properties or condition, financial or otherwise, of Borrower since
March 31, 2015.


 


	SECTION 5:	REPRESENTATIONS AND WARRANTIES






 


Borrower
represents and warrants that:


 


5.1        
Financial Condition. (a) (i) The 10K of the Borrower dated December 31, 2014,
and (ii) the unaudited consolidating balance sheet/financial statement of the Borrower dated as of March 31, 2015, a copy
of each of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto,
are correct and complete and fairly present the financial condition of Borrower in all material respects as at the date of such
items for such periods and as of the date of closing of this Loan Agreement and related transactions, respectively, subject, in
the case of clause (ii), to the absence of footnotes and to normal year-end audit adjustments. All such financial statements have
been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the
period involved.


 


(b)         
There has been no material adverse change in the business, properties or condition, financial or otherwise, of Borrower since
March 31, 2015.


 



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5.2        
2014 Loan Agreement Representations and Warranties. Except as provided in Section 5.1 above, all representations and
warranties of Borrower made in the 2014 Loan Agreement are reconfirmed herein and remain true and correct as though made on the
date of this First Amendment.


 


	SECTION 6:	AFFIRMATIVE COVENANTS OF BORROWER






 


6.1        
2014 Loan Agreement Affirmative Covenants. All affirmative covenants made by Borrower in the 2014 Loan Agreement are
reconfirmed herein and remain true and correct as though made on the date of this Loan Agreement.


 


	SECTION 7:	NEGATIVE COVENANTS OF BORROWER






 


7.1        
2014 Loan Agreement Negative Covenants. All negative covenants made by Borrower in the 2014 Loan Agreement are reconfirmed
herein and remain true and correct as though made on the date of this First Amendment.


 


	SECTION 8:	EVENTS OF DEFAULT



 


8.1        
2014 Loan Agreement Events of Default.  All Events of Default contained in the 2014 Loan Agreement remain as-is subject
to the use of the new defined terms contained in this First Amendment.


 


	SECTION
                                         9:	MISCELLANEOUS



 


9.1        
Renewal. No later than December 15, 2017 (and each December 15, thereafter if the Loan is renewed), the Bank may provide
the Borrower with written notice of its intent to renew or not renew the Note for one (1) additional year after the Termination
Date of Revolving Credit Loan, provided, however, the Bank is not obligated to provide such notice and if the Bank fails to provide
such notice, regardless of the reason therefor, the Bank shall not be obligated to renew the Note and the Note shall remain due
and payable in full on the Termination Date. If the Bank so notifies the Borrower of its intent to renew the definition of “Termination
Date” shall automatically be amended to reflect such additional year (i.e. March 31, 2018 shall become March 31, 2019, etc.).


 


9.2        
Conflict. In the event of any conflict between the provisions hereof and the provisions of the Negative Pledge Agreement,
the Note or any other loan documents executed or delivered herewith or in connection with the original Loan made by Bank to the
Borrower on or about April 6, 2010 or any other document executed in connection herewith during the continuance of the Loan Agreement,
the provisions of the Loan Agreement shall control.


 


9.3        
Loan Agreement. All terms and conditions of the 2014 Loan Agreement shall remain in full force and effect except as
specifically modified in this First Amendment.


 



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IN
WITNESS WHEREOF, the Borrower and the Bank have caused this First Amendment to be executed by their duly 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:	Executive Vice President and
	 	 	Chief Financial Officer
	 	 	 	 
	 	APACO, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President
	 	 	 	 
	 	CENTURY HOLDINGS, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President
	 	 	 	 
	 	CHAMPION CARRIER CORPORATION
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President
	 	 	 	 
	 	CHEVRON, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President
	 	 	 	 


(Signatures
Continued on Next Page)


 



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	 	MILLER FINANCIAL SERVICES GROUP, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	President
	 	 	 	 
	 	MILLER/GREENEVILLE, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President
	 	 	 	 
	 	MILLER INDUSTRIES INTERNATIONAL, INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President




 


(Signatures
Continued on Next Page)


 



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	 	MILLER INDUSTRIES TOWING EQUIPMENT INC.
	 	 	 	 
	 	By:	/s/ J. Vincent
    Mish
	 	Name:	J. Vincent Mish
	 	Title:	Vice President




 


STATE
OF TENNESSEE

COUNTY OF HAMILTON


 


Personally
appeared before me, Nadine L. Hancock, a Notary Public in and for said State and County duly commissioned and qualified, J. Vincent
Mish, with whom I am personally acquainted, and who acknowledged that he executed the within instrument for the purposes therein
contained, and who further acknowledged that he is an authorized officer of Miller Industries, Inc., APACO, Inc., Century Holdings,
Inc., Champion Carrier Corporation, Chevron, Inc., Miller Financial Services Group, Inc., Miller/Greeneville, Inc., Miller Industries
International, Inc. and Miller Industries Towing Equipment Inc. (singularly and collectively, the “Borrower”)
and is authorized by the Borrower to execute this instrument on behalf of each Borrower.


 


WITNESS
my hand, at office, this 10th day of June, 2015.





	 	 	 
	 	 	/s/ Nadine L. Hancock
	 	 	Notary Public
	 	 	 
	My Commission Expires: 1/21/18	 	 
	 	 	 
	(Notary Seal)	 	 



 





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	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ Sybil H.
    Weldon
	 	Name:	Sybil H. Weldon
	 	Title:	Senior Vice President
	 	 	 	 



STATE
OF Tennessee

COUNTY OF Hamilton


 


Before
me, a Notary Public in and for the State and County aforesaid, personally appeared Sybil H. Weldon, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged herself to be a Senior Vice
President of First Tennessee Bank National Association, a national banking association, and that she as such Senior Vice
President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name
of the association by herself as such Senior Vice President.


 


WITNESS
my hand and seal at office, this 11 day of June, 2015.





	 	 	 	 
	 	 	/s/ Andrea Rhodes	 
	 	 	Notary Public	 
	My Commission Expires:	 	 	 
	4-20-2016	 	 	 
	 	 	 	 
	(Notary Seal)	 	 	 







 






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EXHIBIT
“A”


 


CHECKLIST
FOR CLOSING


 








    	E-1