FOURTH AMENDMENT TO CREDIT AGREEMENT


EXHIBIT 10.1


FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER





            THIS FOURTH AMENDMENT
TO CREDIT AGREEMENT AND WAIVER (the “Amendment”) is made and entered into as of this 14th day of November
2002, by and among MILLER INDUSTRIES, INC., a Tennessee corporation (“Parent”), each of the Subsidiaries of
Parent listed on the signature page hereto (together with Parent, each, a “Borrower” and collectively, the
“Borrowers”), the Lenders party to this Amendment (the “Lenders”), THE CIT GROUP/BUSINESS
CREDIT, INC., as Collateral Agent (the “Collateral Agent”), and BANK OF AMERICA, N.A., as Administrative Agent,
Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer (in such capacity, together with the Collateral
Agent, the “Agents”).


W I T N E S S
E T H:


            WHEREAS, Borrowers,
Lenders and Agents entered into that certain Credit Agreement, dated as of July 23, 2001, pursuant to which the Lenders agreed to
make certain loans to Borrowers (as amended, modified, supplemented and restated from time to time, the “Credit
Agreement;” all capitalized terms used herein and not otherwise expressly defined herein shall have the respective
meanings given to such terms in the Credit Agreement); and


            WHEREAS, in connection
with the Credit Agreement, Borrowers, Lenders and Agents entered into certain other Loan Documents, including without limitation, a
Conditional Assignment and Patent Security Agreement and a Security Agreement; and


            WHEREAS, pursuant to
Section 7.23 of the Credit Agreement, certain of the Borrowers are required to maintain a Fixed Charge Coverage Ratio of at least
1.1 to 1.0 for the periods described therein, and such Borrowers have failed to maintain such Fixed Charge Coverage Ratio for the
two fiscal quarters ending on September 30, 2002 (the “Fixed Charge Coverage Ratio Default”); and


            WHEREAS, pursuant to
Section 7.24 of the Credit Agreement, certain of the Borrowers are required to meet certain EBITDA levels for the periods described
therein, and such Borrowers have failed to maintain the required EBITDA level for the four fiscal quarters ending on September 30,
2002 (the “EBITDA Default” and together with the Fixed Charge Coverage Ratio Default, the Existing
Defaults”); and


            WHEREAS, pursuant to
Section 2 of the Conditional Assignment and Patent Security Agreement and Section 3 of the Security Agreement, Borrowers are
required to perform all steps necessary to perfect, maintain, protect and enforce the Collateral Agent’s security interest in
the Patents (as defined in the Conditional Assignment and Patent Security Agreement), including without limitation the patents
listed on Exhibit A hereto (the “Open Item Patents”), and as of the date hereof Borrowers have failed to cure
certain deficiencies with respect to the Open Item Patents, as more particularly described on Exhibit A hereto, which must be
corrected in order to perfect, by recording in the U.S. Patent and Trademark Office, Collateral Agent’s security interest in
and to the Open Item Patents (collectively, the “Patent Default”);





   



            WHEREAS, pursuant to
Section 7.5 of the Credit Agreement, Borrowers are required to purchase and maintain flood insurance on certain improved Real
Estate and any Equipment and Inventory located on such Real Estate and to cause the Collateral Agent, for the benefit of the
Collateral Agent, the Letter of Credit Issuer and the Lenders to be named as secured party or mortgagee and sole loss payee or
additional insured with respect to each such insurance policy, and, as of the date hereof, the Borrowers have failed to provide the
Collateral Agent with evidence that such flood insurance has been acquired with respect to the property located at 928 Wilson
Avenue, Calumet City, Illinois (the “Flood Insurance Default”);


            WHEREAS, pursuant to
Section 3 of the Security Agreement, Borrowers are required to use reasonable efforts to obtain written landlord lien waivers or
subordinations described therein with respect to leased Collateral locations and, as of the date hereof, Borrowers have failed to
use reasonable efforts to obtain any such waiver or subordination with respect to the Collateral location known as 1772 W.
23rd Street, Torrance, California (the “Landlord Waiver Default” and together with the Patent Default
and the Flood Insurance Default, but only with respect to Defaults arising prior to the date hereof, the “Performance
Defaults”);


            WHEREAS, by reason of
the Existing Defaults and the Performance Defaults (collectively, the “Fourth Amendment Defaults”), Collateral
Agent, on behalf of the Lenders, is authorized to exercise all remedies available to it under the Loan Documents, including, but
not limited to, the right to repossess and foreclose upon the Collateral;  Agents and Lenders are willing to waive the Fourth
Amendment Defaults on the terms set forth hereunder, and to continue to make available the Total Facility pursuant to the terms of
the Credit Agreement, as hereby amended; and


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


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


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


           
2.         Acknowledgment and
Waiver. 


(a)        Each Borrower hereby acknowledges and agrees
that as of the date hereof, the Fourth Amendment Defaults have occurred and now exist by reason of, among other things,
Borrowers’ failure to comply with certain covenants under and in accordance with the terms of the Credit Agreement and other
Loan Documents.


(b)        In consideration of Borrowers’ timely
and strict compliance with their agreements set forth in the Credit Agreement and other Loan Documents, and in reliance upon the
representations, warranties, agreements and covenants of Borrowers set forth therein and herein, Agents and Lenders hereby waive
the Fourth Amendment Defaults, provided, that, the Agents and the Lenders reserve all of their rights and remedies at
all times with respect to any


2





   



Default or Event of Default under the Credit Agreement, this Amendment or any of the other Loan
Documents other than the Fourth Amendment Defaults, whether presently existing or occurring hereafter, including without limitation
all of their rights and remedies with respect to any Default or Event of Default under Sections 7.23, 7.24, and 7.32 of the Credit
Agreement arising on or after the date hereof.


            3.         Amendments to the Credit Agreement.


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


7.24     EBITDA.        
On
a consolidated basis, the Miller Borrowers shall have EBITDA for each four fiscal quarter period ending on the respective dates set
forth below of not less than the corresponding EBITDA Requirement set forth below:


Four
Fiscal Quarter Period Ending              
EBITDA Requirement





December 31,
2002                                                    
$14,500,000


March 31, 2003                                                          
$14,500,000


June 30, 2003                                                             
$14,500,000


September 30,
2003

and each fiscal quarter

thereafter                                                                     
$16,000,000





(b)        A new section 7.32 shall be
added to the Credit Agreement as follows:


7.32     Certain Post-closing Deliveries. 
On or before December 16, 2002, the Borrowers shall deliver to Collateral Agent:


(a)        evidence satisfactory to
Collateral Agent, in its sole discretion, of the cure of the respective deficiencies regarding the Open Item Patents (as
described in Exhibit A to the Fourth Amendment) and resolution of any other issues necessary to perfect, by recording in the U.S.
Patent and Trademark Office, Collateral Agent’s first priority security interest in and to the Open Item Patents.


(b)       
a current flood insurance
policy covering the property located at 928 Wilson Avenue, Calumet City, Illinois and any Equipment and Inventory located
therein, together with loss payable clauses necessary to establish the Collateral Agent, for the benefit
of the Collateral Agent, the Letter of Credit Issuer and the Lenders, as a secured party or mortgagee and sole loss payee 


3





   



 under
such policy, and otherwise meeting the requirements described in Section 7.5 with respect to such property.


(c)        a written landlord lien waiver
or subordination in form and substance satisfactory to Collateral Agent in its sole discretion from the owner or lessor of the
Collateral location known as 2408 E. Rancho Del Amo Place, Rancho Dominguez, CA 90220-6306 (the “Rancho Dominguez
Location”), whereby such owner or lessor waives or subordinates all present and future Liens to which such owner or
lessor may be entitled to assert against the Collateral;   provided, however, that if
the Rancho Dominguez Location is no longer leased by any of the Borrowers and no Collateral is currently stored in the Rancho
Dominguez Location, Borrowers shall not be required to deliver such waiver or subordination, but, in lieu thereof, the Borrowers
shall provide evidence satisfactory to Collateral Agent in its sole discretion of the termination of any lease agreements with
respect to the Rancho Dominguez Location and the current location of the Collateral formerly located in the Rancho Dominguez
Location, together with any landlord waivers, subordination agreements or any other documents necessary to comply with the Loan
Documents, including without limitation Section 3(c) of the Security Agreement, with respect to any new Collateral
locations.


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


(1)        amending the definition of
Maximum RoadOne Revolver Amount by deleting the text thereof in its entirety, an inserting in lieu thereof the
following:


“Maximum
RoadOne Revolver Amount” means $36,000,000; provided, however, that (a) the Maximum RoadOne Revolver Amount
shall be reduced from time to time in amounts equal to all Net Senior Creditor Proceeds required to be applied to the Obligations
arising under the RoadOne Revolving Credit Facility in accordance with Section 3.4(b)(i), each such reduction to be
effective on the date such application is required to be made in accordance with Section 3.4(b)(i), (b) in no event shall
the Maximum RoadOne Revolver Amount exceed (i) $15,803,748 at any time from the date hereof through but not including November 30,
2002, (ii) $15,000,000 at any time on and after November 30, 2002 through but not including December 31, 2002, (iii) $12,000,000 at
any time on and after December 31, 2002 through but not including January 31, 2003, (iv) $9,000,000 at any time on and after
January 31, 2003 through but not including February 28, 2003, (v) $6,000,000 at any time on and after February 28, 2003 through but
not including March 31, 2003, and (c) on and after March 31, 2003 the Maximum RoadOne Revolver Amount shall equal $0.


(2)        amending the definition of
RoadOne Borrowers by deleting the text “Third Amendment” and inserting in lieu thereof the text “Fourth
Amendment.”


4




   






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


“Fourth Amendment” shall mean and refer to that certain
“Fourth Amendment to Credit Agreement” by and among the Borrowers, Lenders and Agents, as identified therein, dated as
of November 14, 2002.


(d)        As amended hereby, the Credit Agreement and each other Loan Document shall be and
remain in full force and effect.


4.         Release of Certain
Borrowers.  In connection with any sale by Parent of all of the capital stock of any RoadOne Borrower,
which sale is made in compliance with the terms of section 7.9(g) of the Credit Agreement or with the express consent of the
Required Lenders, and upon the satisfaction of all of the conditions of the paydown letter delivered to Borrowers’
counsel with respect to such sale, which conditions shall include Collateral Agent’s receipt of the net proceeds of such
sale, (a) all of such RoadOne Borrower’s Obligations under the Credit Agreement and the other Loan Documents, including
without limitation such RoadOne Borrower’s obligations and duties to the other Borrowers pursuant to Section 3.12 of
the Credit Agreement, shall be deemed to be released and discharged without any notice to, or further action by, any other Person,
(b) such RoadOne Borrower shall cease to be a RoadOne Borrower and a Borrower under the Credit Agreement and shall thereafter be
deemed removed as a party to any of the other Loan Documents; and (c) the Obligations of the remaining Borrowers under the Credit
Agreement, and their corresponding obligations under the other Loan Documents, shall continue in full force and effect, and shall
remain binding upon the remaining Borrowers notwithstanding the release of such RoadOne Borrower.


5.         Representations,
Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this
Amendment:


(a)        Each Borrower hereby
represents, warrants and covenants to Agents and Lenders that,


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


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


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


5




   



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


(b)        Each Borrower acknowledges and
agrees that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower against either
Agent or any Lender presently exists by reason of any act, event, omission, manner, cause or things occurring on or prior to the
date of this Amendment arising out of or with respect to, (i) the Credit Agreement, as hereby amended, or any of the other Loan
Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iii) the
administration or funding of any of the Loans, the Secured Obligations or any Letter of Credit, and each Borrower does hereby
expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims, causes of action or objections,
if any, against either Agent or any Lender by reason of any act, event, omission, manner, cause or things, whether known or
unknown, occurring on or prior to the date of this Amendment


(c)        Each Borrower acknowledges and
agrees that if Borrowers shall fail to perform in a timely manner any covenants, agreements or obligations of the Borrowers
contained in this Amendment or any of the Loan Documents, Agent may, but shall not be obligated to, perform such covenants,
agreements or obligations at the cost and expense of the Borrowers; provided, however, that the performance of such
covenants by Agent shall not be deemed to have waived or cured any default of Borrowers with respect to the performance of such
covenants, agreements or obligations.  The Borrowers agree to pay on demand all costs and expenses incurred by Agent and its
representatives in connection with the foregoing, including, without limitation, the reasonable fees and out-of-pocket expenses of
legal counsel to the Agent.  The Borrowers authorize and direct the Agent to charge the Loan Account for such costs and
expenses as Revolving Loans.


6.        
Fees.    Borrowers shall pay to Collateral Agent, for the benefit of itself and the Lenders, a fee of
$100,000 (the “Amendment Fee”) due and payable upon the execution of this Amendment.  The Amendment Fee
shall be fully earned by Collateral Agent and Lenders when paid and shall not be subject to refund or rebate.


7.        
Acknowledgment.         Borrowers hereby acknowledge that pursuant to the terms of
the Credit Agreement, the Collateral Agent may from time to time in its reasonable credit judgment establish Reserves that limit
the availability of credit under the Credit Agreement, which shall include, but not be limited to, Reserves relating to Borrowers
failure to timely satisfy any covenant or agreement under any of the Loan Documents.


8.         Further
Assurances.  Borrowers agree to take such further action as Collateral Agent shall reasonably request in connection
herewith to evidence the agreement herein contained.


9.        
Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument. 


6




   



10.       Governing Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of, and the decisions of the courts in, the State of Georgia.


 


 


[SIGNATURE PAGES FOLLOW]


 


 


7




   


 


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





		


“PARENT”





MILLER INDUSTRIES, INC.





By:       /s/ J. Vincent Mish                               

          J. Vincent Mish

        
Chief Financial Officer



“SUBSIDIARY MILLER BORROWERS”



APACO, INC.

B&B ASSOCIATED INDUSTRIES, INC.

CHEVRON, INC.

CENTURY HOLDINGS, INC.

CHAMPION CARRIER CORPORATION

COMPETITION WHEELIFT, INC.

GOLDEN WEST TOWING EQUIPMENT

   INC.

KING AUTOMOTIVE &
INDUSTRIAL

  EQUIPMENT, INC.


MID AMERICA WRECKER &

  EQUIPMENT SALES, INC. OF

  COLORADO

MILLER FINANCIAL SERVICES GROUP,

   INC.

MILLER/GREENEVILLE, INC.

MILLER INDUSTRIES DISTRIBUTING,

 
  INC.

MILLER INDUSTRIES INTERNATIONAL,

    INC.

MILLER INDUSTRIES TOWING

    EQUIPMENT INC.

PURPOSE, INC.

SONOMA CIRCUITS, INC.

SOUTHERN WRECKER CENTER, INC.

SOUTHERN WRECKER SALES, INC.


    
	 
       
	

 



By:         /s/ J. Vincent Mish 
                               

            J. Vincent Mish

           Vice President and Attorney-in-Fact of

           each entity listed above


    


 

8




   


		

“SUBSIDIARY ROADONE BORROWERS”


ACKERMAN WRECKER SERVICE, INC.

A-EXCELLENCE TOWING CO.

ALL AMERICAN TOWING SERVICES,

     INC.

ALLIED GARDENS TOWING, INC.

ALLIED TOWING AND RECOVERY, INC.

A TO Z ENTERPRISES, INC.

B-G TOWING, INC.

BEAR TRANSPORTATION, INC.

BERT’S TOWING RECOVERY

     CORPORATION

BOB BOLIN SERVICES, INC.

BOB’S AUTO SERVICE, INC.

BOB VINCENT AND SONS WRECKER

     SERVICE,
INC.

BRYRICH CORPORATION

BTRX, INC.

CAL WEST TOWING, INC.

CARDINAL CENTRE ENTERPRISES, INC.

CEDAR BLUFF 24 HOUR TOWING, INC.

CENTRAL VALLEY TOWING, INC.

CCASX, INC.

CHAD’S INC.

CLEVELAND VEHICLE DETENTION

     CENTER, INC.

COFFEY’S TOWING, INC.

COLEMAN’S TOWING & RECOVERY,

      INC.

D.A. HANELINE, INC.

DVREX, INC.

DICK’S TOWING & ROAD SERVICE, INC.

DOLLAR ENTERPRISES, INC.

DUGGER’S SERVICES, INC.

DURU, INC.

E.B.T., INC.

EXPORT ENTERPRISES, INC.

GARY’S TOWING & SALVAGE POOL,

      INC.

GOOD MECHANIC AUTO CO.

      OF RICHFIELD, INC.

GREAT AMERICA TOWING, INC.

GREG’S TOWING, INC.

HTX, INC.

KAUFF’S INC.


    



9




   



 


 


		

KAUFF’S OF FT. PIERCE, INC.

KAUFF’S OF MIAMI, INC.

KAUFF’S OF PALMS BEACH, INC.

KEN’S TOWING, INC.

LAZER TOW SERVICES, INC.

LASX, INC.

LWKR, INC.

LINCOLN TOWING ENTERPRISES, INC.

MAEJO, INC.

MEL’S ACQUISITION CORP.

MERL’S TOWING SERVICE, INC.

MGEX, INC.

MIKE’S WRECKER SERVICE, INC.

MSTEX, INC.

MTSX INC.

MURPHY’S TOWING, INC.

P.A.T., INC.

PIPES ENTERPRISES, INC.

RANDY’S HIGH COUNTRY TOWING, INC.

RMA ACQUISITION CORP.

RRIC ACQUISITION CORP.

RAY’S TOWING, INC.

RECOVERY SERVICES, INC.

RBEX INC.

ROADONE, INC.

ROADONE EMPLOYEE SERVICES, INC.

ROAD ONE INSURANCE SERVICES, INC.

ROAD ONE SERVICE, INC.

ROAD ONE SPECIALIZED

     TRANSPORTATION, INC.

ROADONE TRANSPORTATION AND

     LOGISTICS,
INC.

R.M.W.S., INC.

SANDY’S AUTO & TRUCK SERVICE, INC.

SOUTHWEST TRANSPORT, INC.

SUBURBAN WRECKER SERVICE, INC.

TEXAS TOWING CORPORATION

TPCTH, INC.

TREASURE COAST TOWING, INC.

TREASURE COAST TOWING OF MARTIN

      COUNTY, INC.

TRUCK SALES & SALVAGE CO., INC.

TWSX, INC.

WES’S SERVICE INCORPORATED


    



10




   



 


 


		

WESTERN TOWING; MCCLURE/EARLEY

     ENTERPRISES, INC.

WILTSE TOWING, INC.

WTC, INC.

WTEX, INC.

ZEHNER TOWING & RECOVERY, INC.








By:         /s/ J. Vincent
Mish                                   

           J. Vincent Mish

           Vice President and Attorney-in-Fact

           of each entity listed above


      “ADMINISTRATIVE AGENT,

      SYNDICATION AGENT AND EXISTING

      TITLED COLLATERAL
AGENT”


BANK OF AMERICA, N.A., as the

Administrative Agent, Syndication Agent and

Existing Titled
Collateral Agent


By:      
   /s/ John Olsen                                    

Name:   John Olsen


Title:     Vice President


    






11




   



 


		

“LETTER OF CREDIT ISSUER”


BANK OF AMERICA, N.A., as the letter of

Credit Issuer


By:      
   /s/ John Olsen                                    

Name:   John Olsen


Title:     Vice President


“COLLATERAL AGENT”


THE CIT GROUP/BUSINESS CREDIT, INC.,

as the Collateral Agent


By:      
  /s/ Kenneth B. Butler                           

Name:  Kenneth B. Butler

Title:     Vice President


“LENDERS”


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


By:      
   /s/ John Olsen                                    

Name:   John Olsen


Title:     Vice President


THE CIT GROUP/BUSINESS CREDIT, INC.,

as a Lender


By:      
  /s/ Kenneth B. Butler                           

Name:  Kenneth B. Butler

Title:     Vice President


FLEET CAPITAL CORPORATION,

as a Lender


By:      
  /s/ Wes Manus                                  

Name:   Wes Maniss


Title:       VP


    



12




   



EXHIBIT A








Patent No.


5039272

4904146

D313577

5022694

4634337

D301127

4986720

4611698

D297131

D296998

5779431

4968052

4795303

5709522

5284415

4874285

5354167

4793763

D310980





13