FORBEARANCE AGREEMENT AND FIRST


EXHIBIT 10.2




FORBEARANCE AGREEMENT




THIS FORBEARANCE AGREEMENT (this “Forbearance Agreement”) is made and
entered into as of the 31st day of October, 2003, by and among MILLER INDUSTRIES, INC., a Tennessee corporation (the
“Company”, or “Parent”), and each of the other Subsidiaries of Parent listed on the signature
page hereto (together with Parent, collectively, “Borrowers”), the Lenders whose signatures appear on the
signature pages hereof (the “Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent, and BANK OF
AMERICA, N.A., as Administrative Agent, Syndication Agent, Existing 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, the Lenders and the Agents entered into that certain CreditAgreement (as amended, the “Credit Agreement”, capitalized terms used but not defined herein shall
have the meaning assigned to such terms in the Credit Agreement), dated as of July 23, 2001, by and among Parent and certain of its
subsidiaries,  the financial institutions party thereto from time to time as lenders (the “Lenders”), and
the Agents; and




WHEREAS, the following events have occurred which constitute Events of
Default under the Credit Agreement: (i) the Borrowers have failed to timely deliver their Financial Statements for Fiscal
Year 2002 and, in conjunction therewith, have also failed to deliver a report of their independent certified public accountants
which is unqualified in any respect, which is an Event of Default under Section 5.2(a) of the
Credit Agreement, as well as an Event of Default under Section 9.1(d) of the Credit Agreement as a result of the event of default
arising from such failure under the Junior Credit Agreement (collectively the “Financial Statement
Default”); (ii) the Borrowers havefailed to fulfill certain payment
obligations to the Junior Creditors with respect to the Subordinated Debt, in accordance with the terms of the Junior Credit
Agreement, all as more specifically set forth in that certain letter dated as of July 29, 2003 from Junior Creditors’ Agent
to Company, which is an Event of Default under Section 9.1(d) of the Credit Agreement (collectively the  “Junior Credit Agreement Payment Default”; and (iii) the Borrowers may have
failed to fulfill one or more of the financial covenants in Section 8.1(b) and 8.1(c) of the Junior Credit Agreement for one or
more of the fiscal quarters ending in Fiscal Year 2003, which failure would constitute an Event of Default under Section 9.1(d) of
the Credit Agreement (collectively the “Junior Credit Agreement Covenant Default”, and together with the Junior
Credit Agreement Payment Default and the Financial Statement Default, referred to herein collectively as the “Existing
Defaults”); and


WHEREAS, Borrowers were notified, pursuant to that certain letter dated June
11, 2003 from Collateral Agent to the Company, that the Financial Statement Default had occurred and,
among other matters, that the Agents and Lenders had reserved and would continue to reserve all of their respective rights and
remedies; and 


 WHEREAS, Borrowers were notified, pursuant to that certain Blockage Notice dated August 5,
2003 from Collateral Agent to the Company and Junior Creditors’ Agent, that the Junior Credit Agreement Default had occurred and, among other matters, that the Agents and Lenders had reserved and would continue to reserve all of
their respective rights and remedies; and 







WHEREAS, by reason of the Existing 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; and




WHEREAS, despite the Existing Defaults, Borrowers desire that Collateral Agent and Lenders
(a) forbear from exercising remedies of suit, repossession and foreclosure otherwise available to Collateral Agent, on behalf of
the Lenders, under the Loan Documents; (b) continue to make available to Borrowers, Revolving Loans under the revolving credit
facility pursuant to Section 1.2 of the Credit Agreement (the “Revolving Credit Facility”) and make other concessions,
as set forth herein; and




WHEREAS, Agents and Lenders are willing to (a) forbear from pursuing their remedies in
connection with the Existing Defaults, (b) continue to make available to Borrowers the Revolving Credit Facility, and make other
concessions to the Borrowers, (collectively the “Borrowers’ Benefits”), all on the terms and conditions
contained herein, each of which terms and conditions, individually and in the aggregate, and including the performance thereof by
Borrowers, constitute the consideration to the Agents and Lenders for entering into this Forbearance Agreement, and in the absence
of any of which Agents and Lenders would not have entered into this Forbearance Agreement or otherwise extended to Borrowers the
Borrowers’ Benefits; and 




WHEREAS, Borrowers each acknowledge and agree that the Borrowers’ Benefits hereunder
are of immediate and material benefit, financial and otherwise, to such Borrowers, and that neither Agents nor Lenders were or are
under any obligation to extend to Borrowers the Borrower Benefits provided hereunder.




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




1.         Acknowledgments by Borrowers. 




(a)   Each of the Borrowers hereby acknowledges and agrees that (i) as of the close of 
business on October 30, 2003, the outstanding aggregate respective principal
balances of (A) the Revolving Loans totaled $26,042,020.37, (B) the aggregate
unpaid principal balance of the Term Loans totaled $1,351,000.00, and (C)
outstanding Letters of Credit totaled $1,092,241.70, in each case exclusive of
accrued interest, costs and attorney’s fees chargeable to Borrowers under the
Loan Documents; (ii) the Existing Defaults have occurred, as set forth in the
Recitals, (iii) the Existing Defaults are continuing and have not been cured by
Borrowers or waived, released, extinguished or compromised by Agents or Lenders;
and (iv) as a result of the Existing Defaults, all of the Obligations under the
Loan Documents, at the election of the Required Lenders, could be declared
absolutely and immediately due and owing by Borrowers, and Collateral Agent, on
behalf of the Lenders, would have full legal right to exercise any and all
rights and remedies under the Loan Documents or otherwise available at law and
in equity with respect thereto.


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(b)   Each of the Borrowers acknowledges and agrees that, notwithstanding the
agreement of Agents and Lenders herein to (i) make additional Revolving Loans and issue additional guaranties of Letters of Credit
under the Revolving Credit Facility (collectively “Revolving Credit Loans”), or (ii) to forbear from exercising
their rights and remedies under the Loan Documents and applicable law, in no event shall any of  such actions by Agents or
Lenders be deemed a waiver, release, extinguishment, compromise or cure of the Existing Defaults or of any other current or future
Default or Event of Default.




	
  Forbearance Period, Conditions and Waivers.




(a)   Forbearance.  During the period commencing on the date hereof
and ending, immediately and without notice, on the earlier to occur of (x) December 31, 2003, or (y) the occurrence of an Event of
Default specified in Sections 9.1(e) or 9.1(f) of the Credit Agreement or (z) the date that any default with respect to, or other
failure of, the Forbearance Conditions as defined in and set forth in Section 2(b) hereof occurs (the “Forbearance
Period”), Agents and Lenders agree that they will not, but only by reason of the Existing Defaults:




(i)         exercise any of the rights or remedies
available to them under the Loan Documents or under any applicable law to enforce collection from Borrowers of any Obligations or
foreclose upon their security interest(s) in any of the Collateral; or




(ii)        refuse to make Revolving Loans, or issue
Letters of Credit for the account of the Borrowers; or




(iii)       accelerate the maturity date of any of the
Obligations; or




(iv)       institute suit against the Borrowers or any of
their assets.




(b)   Conditions to Forbearance.  Each of the following conditions
shall constitute a forbearance condition (“Forbearance Condition”), the continuing satisfaction of each and
every one of which shall be a continuing condition to the agreement of Agents and Lenders to forbear as set forth above in this
Section 2:




(i)     Except with respect to the Existing Defaults and except as otherwise expressly
provided hereinafter in Section 2(f) of this Forbearance Agreement, Borrowers shall duly observe and perform each and every
obligation and covenant on their  respective parts to be performed under the Loan Documents, this Forbearance Agreement and
any agreement, instrument or document executed in connection with this Forbearance Agreement including, without limitation,
Borrowers’ obligations to pay to Agents, on behalf of the Lenders, all installments of principal, interest, fees, charges,
expenses and premiums, as and when the same are due and payable pursuant to the Credit Agreement (whether due at stated maturity,
upon acceleration or otherwise); and




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(ii)       No Default or Event of Default shall exist or shall have occurred under any of the
terms, conditions, provisions or covenants of the Loan Documents, or this Forbearance Agreement, except the Existing Defaults;
and




(iii)       The representations and warranties contained in the Loan Documents, this Forbearance
Agreement and any agreement, instrument or document executed in connection herewith or pursuant hereto shall be true and correct in
all material respects as of the date of this Forbearance Agreement and shall continue to be true and correct in all material
respects at all times hereafter (except to the extent that any such representation or warranty (x) by its express terms, relates to
a prior specific date or period or (y) is untrue as a result of the occurrence or continuance of any of the Existing Defaults);
and




(iv)       The Borrowers shall provide to the Collateral Agent copies or, in the case of verbal
notices information in respect of, any and all notices and correspondence of any kind whatsoever from any equipment or inventory
vendor, or other material trade creditor, with respect to any default in payment of the amounts due such vendor or trade creditor
in excess of $10,000, within two (2) Business Days after the receipt of any such notice or correspondence.; and




(v)       The Borrowers shall provide to the Collateral Agent, on the date
Borrower’s are required to provide a Borrowing Base Certificate pursuant to Section 5.2(l) of the Credit Agreement, a report
describing Borrowers’ actual financial performance and utilizing income expense and other categories listed on Schedule I
hereto and a variance analysis of actual versus projected financial performance for the applicable reporting period.




(c)        Payment of the
Obligations:   During the Forbearance Period, for so long as each of the Forbearance Conditions is satisfied, except
as otherwise expressly set forth in Section 2(f) of this Forbearance Agreement, the Obligations shall be payable by Borrowers in
accordance with the provisions of the Loan Documents, applicable as though no Default or Event of Default had occurred.  From
and after the date on which any of the Forbearance Conditions shall cease to be satisfied, the Obligations, at the election of the
Required Lenders, may be collected by whatever means are authorized by the Loan Documents and by applicable law.




(d)        Effect and Construction of
Forbearance:   Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents shall
remain in full force and effect in accordance with their respective terms, and neither this Forbearance Agreement nor the making of
any Revolving Loans simultaneously herewith or subsequent hereto shall be construed to:  (i)
impair the validity, perfection or priority of any lien or security interest
securing the Obligations; (ii) waive or impair any rights, powers or remedies of
Agents or Lenders under the Credit Agreement and the other Loan Documents upon
termination of the Forbearance Period, with respect to the Existing Defaults or
otherwise; (iii) constitute an agreement by Agents or Lenders or require Agents
or Lenders to extend the Forbearance Period or grant additional forbearance
periods, extend the term of the Credit Agreement or the time for payment of any
of the Obligations; (iv) require Agents or Lenders to make any Revolving Loans
or other extensions of credit to Borrowers after termination of the Forbearance
Period, other than in Agents’ or




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Lenders’ sole and absolute discretion;
or (v) constitute a waiver of any right of Agents or Lenders to insist on strict
compliance by Borrowers with each and every term, condition and covenant of this
Forbearance Agreement and the Loan Documents, except as expressly provided
herein. This Forbearance Agreement does not constitute an amendment to the
Credit Agreement, but rather, constitutes a temporary supplement thereto. 
The terms and provisions of the Credit Agreement and the other Loan 
Documents are expressly incorporated by reference herein except to the extent
such terms and provisions conflict with the terms and provisions of this
Forbearance Agreement, in which case, during the Forbearance Period, but not
otherwise, the terms of this Forbearance Agreement shall control.




(e)       No Course of Dealing or Performance:  Each of the
Borrowers acknowledges and agrees that the agreement of Agents and Lenders to forbear from exercising their rights and remedies
under the Loan Documents with respect to the Existing Defaults pursuant to and as reflected in this Forbearance Agreement, does not
and shall not create (nor shall Borrowers rely upon the existence of or claim or assert that there exists) any obligation of Agents
or Lenders to consider or agree to any waiver or any further forbearance and, in the event that Agents or Lenders subsequently
agree to consider any waiver or any further forbearance, neither the existence of any prior forbearance, nor this Forbearance
Agreement, nor any other conduct of the Agents or Lenders, or any of them, shall be of any force or effect on any consideration or
decision with respect to any such requested waiver or forbearance, and neither Agents nor any Lender shall have any obligation
whatsoever to consider or agree to further forbear from the exercise of remedies in respect of or to waive any other Default or
Event of Default.  In addition, neither (w) the execution and delivery of this Forbearance Agreement, (x) the actions of
Agents or Lenders in obtaining or analyzing any information from Borrowers, whether or not related to consideration of any waiver,
modification, forbearance or alteration of the Credit Agreement, any Default or Event of Default thereunder, or otherwise,
including, without limitation, any discussions or negotiations (heretofore or, if any, hereafter) between Agents or Lenders and
Borrowers regarding any potential waiver, modification, forbearance or amendment related to the Credit Agreement, (y) any failure
of Agents or Lenders to exercise any of their rights under, pursuant or with respect to the Credit Agreement, nor (z) any action,
inaction, waiver, forbearance, amendment or other modification of or with respect to the Credit Agreement, shall, unless evidenced
by a written agreement (and then only to the extent provided by the express provisions thereof):




(i)         Constitute a waiver by Agents or any
Lender of, or, except to the extent expressly provided herein, an agreement by Agents or any Lender to forebear from the exercise
of remedies with respect to, any Default or Event of Default under the Credit Agreement;


(ii)        Constitute a waiver by or estoppel of
Agents or any Lender as to the satisfaction or lack of satisfaction of any covenant, term or condition set forth in the Credit
Agreement; or




(iii)       Constitute an amendment to or modification of,
or an agreement on the part of Agents or any Lender to enter into any amendment to or modification of, or an agreement to negotiate
or continue to negotiate with respect to, the Credit Agreement.




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            (f)  
Waivers and Temporary Modifications of Credit Agreement.




                       
(i)   During the Forbearance  Period, the Obligations shall bear interest at an  annual rate
equal to the Base Rate plus 2.75%.




                       
(ii)   Each of the two respective payments otherwise due, pursuant to Section 2.7
          of the    Credit Agreement, on each of  November 1, 2003 and
December 1, 2003, in each  case provided that the Forbearance Period has not ended prior to such date,
shall be  waived.




                       
(iii)   During the Forbearance Period, but not thereafter, any early termination fee
          that would otherwise be due and payable in accordance with Section 3.2(b) of
the Loan Agreement shall be waived.




                       
(iv)   Any and all breaches of any of the covenants set forth in Sections 7.23 and
           7.24 of the Credit Agreement, in respect of the fiscal quarter of the
Borrowers ended September 30, 2003,  are hereby waived.


3.         Representations, Warranties, Covenants and Acknowledgments;
Release.  To induce the Lenders and the Agents to enter into this Forbearance Agreement:




(a)        Each of the Borrowers represents and
warrants that, upon and after giving effect to this Forbearance Agreement, (i) except for the Existing Defaults, each of the
representations and warranties made by it under the Loan Documents, other than representations and warranties that speak as of an
earlier date, are true and correct with respect to it, (ii) each has the power and authority and is duly authorized to enter into,
deliver and perform this Forbearance Agreement, (iii) this Forbearance Agreement, the Credit Agreement and each of the other
Loan Documents to which it is a party is the legal, valid and binding obligation thereof, enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in
equity or in law), and (iv) the execution, delivery and performance of this Forbearance Agreement in accordance with its terms do
not and will not, with the passage of time, the giving of notice or otherwise: (A) require approval by any Governmental Authority
or violate any applicable law relating thereto; (B) conflict with, result in a breach of or constitute a default under (1) the
articles or certificate of incorporation, or the by-laws thereof; (2) any indenture, material agreement or other material
instrument to which it is a party or by which any of its properties may be bound, or (3) any approval by any Governmental Authority
relating thereto; or (C) result in or require the creation or imposition of any Lien upon or with respect to any property now owned

or hereafter acquired by it other than Permitted Liens;




(b)        Each of the Borrowers agrees that this
Forbearance Agreement is not intended to be, and is not, a novation of any of the Loan Documents or any of the Obligations
thereunder and does hereby reaffirm each of the agreements, covenants, and undertakings made by it under the Credit Agreement and
each and every other Loan Document executed by it in connection therewith or pursuant thereto, in each case as if each such
Borrower were making said agreements, covenants and undertakings on the effective date hereof, except with respect to such
agreements, covenants and undertakings which, by their express terms, are applicable only to a specific date;




6






(c)        Each of the Borrowers does hereby
acknowledge and agree that, as of the date hereof, no right of offset, defense, counterclaim, claim, causes of action or objection
in favor of any Borrower against any of the Lenders or the Agents exists arising out of or with respect to (i) the Obligations,
this Forbearance Agreement, the Credit Agreement or any of the other Loan Documents, (ii) any other documents evidencing, securing
or in any way relating to the foregoing, or (iii) the administration or funding of the Loans or any other Obligations;
and




(d)   As a material inducement to Agents and Lenders to enter into this
Forbearance Agreement and to continue to make Revolving Loans under the Revolving Credit Facility all in accordance with and
subject to the terms and conditions of this Forbearance Agreement and the Credit Agreement, and all of which are to the direct
advantage and benefit of each Borrower, each of the Borrowers, for themselves and their respective successors and assigns, (i) does
hereby remise, release, waive, relinquish, acquit, satisfy and forever discharge each Agent and each Lender, and all of the
respective past, present and future officers, directors, employees, agents, affiliates, attorneys, representatives, participants,
heirs, successors and assigns of each Agent and each Lender (collectively the “Discharged Parties” and each a
“Discharged Party”), from any and all manner of debts, accountings, bonds, warranties, representations,
covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions,
actions, suits, claims, counterclaims, demands, defenses, setoffs, objections and causes of action of any nature whatsoever,
whether at law or in equity, either now accrued or hereafter maturing and whether known or unknown, including, but not limited to,
any and all claims which may be based on allegations of breach of contract, failure to lend, fraud, promissory estoppel, libel,
slander, usury, negligence, misrepresentation, breach of fiduciary duty, bad faith, lender malpractice, undue influence, duress,
tortious interference with contractual relations, interference with management, or misuse of control which any Borrower now has or
hereafter can, shall or may have by reason of any matter, cause, thing or event occurring on or prior to the date of this
Forbearance Agreement arising out of, in connection with or relating to (i) the Obligations, including, but not limited to, the
administration or funding thereof, (ii) any of the Loan Documents or the indebtedness evidenced and secured thereby, and (iii) any
other agreement or transaction between any Borrower and any Discharged Party relating to or in connection with the Loan Documents
or the transactions contemplated therein; and (b) do hereby covenant and agree never to institute or cause to be instituted or
continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any Discharged
Party, by reason of or in connection with any of the foregoing matters, claims or causes of action, provided,
however, that the foregoing release and covenant not to sue shall not apply to any claims arising after the date of this
Forbearance Agreement with respect to acts, occurrences or events after the date of this Forbearance Agreement.




7






(e)   The Borrowers agree, in respect of any financial advisor retained by the
Collateral Agent (a “Financial Advisor”) to monitor Borrowers’ compliance with the terms and conditions of
the Credit Agreement and this Forbearance Agreement, to otherwise request, receive and analyze such other information regarding the
Borrowers as the Collateral Agent or a Financial Advisor may reasonably request, and to report to the Collateral Agent and the
Lenders any or all of the same, that the Borrowers shall, promptly upon the request of the Collateral Agent or a Financial Advisor,
grant to a Financial Advisor and to any of Collateral Agent’s employees or other representatives access to Borrowers’
personnel, books and records during business hours and, upon advance notice which is commercially reasonable under the
circumstances, outside normal business hours, and to otherwise cooperate with and assist any such Financial Advisor, and Borrowers
shall pay all of the reasonable fees and expenses of any such Financial Advisor. The current Financial Advisor to the Collateral
Agent as of the date of this Forbearance Agreement is Moore Colson; however, the Collateral Agent reserves the right to change
Financial Advisors from time to time, but the Borrowers shall not be required to pay the fees or expenses of more than one
Financial Advisor for any applicable period, if any, during which more than one Financial Advisor has been retained by the
Collateral Agent.




4.    Conditions Precedent.  The effectiveness of
this Forbearance Agreement is subject to the following conditions precedent:




(a)        Delivery of Documents.  The
Collateral Agent shall have received from the Borrowers the following documents, all in form and substance acceptable to Collateral
Agent in its sole discretion:




(i)         executed originals of this Forbearance
Agreement;




(ii)        weekly projections of financial
performance, in the form attached hereto
                                  
as Schedule I, for the period of time described in such schedule;




(iii)       executed originals of the Seventh Amendment
(hereinafter defined);




(iv)       originals of the Participation Agreement, as
defined in the Seventh
                                
            Amendment, executed by all parties thereto other than Agents and
 Lenders; and




(v)        such other documents and instruments as the
Agents or any Lender may reasonably request.




(b)        Seventh Amendment.  That certain
Seventh Amendment to the Credit Agreement, dated as of the date hereof, between and among Borrowers, Agents and Lenders (the
“Seventh Amendment”) shall have been executed and delivered by all parties thereto, and all conditions set forth
therein to the effectiveness thereof other than the effectiveness of this Forbearance Agreement shall have been satisfied in
accordance with the terms and conditions of the Seventh Amendment.




(c)        No Events of Default.  After giving effect to this Forbearance Agreement,
no Default or Event of Default, other than in the Existing Defaults, shall have occurred and be continuing under the Credit
Agreement or any other Loan Document.




8






5.         Additional
Acknowledgments.  Each of the Borrowers expressly acknowledges and agrees that the waivers, estoppels and releases in
favor of each Agent and each Lender contained in this Forbearance Agreement shall not be construed as an admission of any
wrongdoing, liability or culpability on the part of any Agent or Lender, or as an admission by any Agent or Lender of the existence
of any claims by any Borrower against any Agent or Lender.  Each of the Borrowers further acknowledges and agrees that, to the
extent that any such claims exist, they are of a speculative nature so as to be incapable of objective valuation and that, to the
extent that any such claims may exist and may have value, such value would constitute primarily “nuisance” value or
“leverage” value in adversarial proceedings between any Borrower and any Agent or Lender.  In any event, each of
the Borrowers acknowledges and agrees that the value to such Borrower of the covenants and agreements on the part of each Agent and
Lender contained in this Forbearance Agreement substantially and materially exceeds any and all value of any kind or nature
whatsoever of any claims or other liabilities waived or released by such Borrower.




6.         Fees and
Expenses. 




(a)   In consideration of the forbearances and waivers of the Agents and Lenders
hereunder, and in further consideration of the provision to the Borrowers of the Borrowers’ Benefits, the Borrowers agree to
pay to the Collateral Agent for the benefit of the Lenders:




            (i)   a fee
in the amount of $200,000 (the “Waiver and Forbearance Fee”), which

shall be fully earned and due when this Forbearance Agreement becomes effective in

accordance with the express provisions hereof, but which shall not be
payable until the  earlier of (i) December 31, 2003 or (ii) the date on which all other
Obligations are paid or  otherwise satisfied in full in
accordance with the provisions of the Credit Agreement; and




            (ii)  an
additional fee in the amount of $100,000 (the “Contingent Payment Fee”),
which shall be fully earned and due when this Forbearance Agreement becomes
effective  in accordance with the express provisions hereof, but which shall not be payable until December 31, 2003; provided, however, that the Contingent Payment Fee shall be
waived  in its entirety if, at or before the close of business on
December 30, 2003, all of the other  Obligations are paid or otherwise
satisfied in full in accordance with the terms and  conditions of the Credit Agreement.  




(b)        In addition to the fees, costs and expenses
recoverable by the Collateral Agent and the Lenders under, but without limiting the generality of, Section 13.7 of the Credit
Agreement, the Borrowers agree to pay on demand, without duplication, all reasonable and actual costs and expenses incurred by the
Lenders and Agents in connection with the preparation, execution, delivery and enforcement of this Forbearance Agreement and all
other documents, instruments and agreements entered into in connection herewith and in connection with any other transactions
contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Lenders
and Agents and any Financial Advisor (collectively the “Expenses”).  The Borrowers authorize and direct the
Collateral Agent, for the benefit of the Agents and the Lenders, to charge the Expenses to the Revolving Credit Facility by
increasing the principal amount of the Revolving Loans by the amount of the Expenses.




9






7.     Miscellaneous.  Each of the Borrowers
agrees to take such further action as the Agents shall reasonably request in connection herewith to evidence the agreement and
consent herein contained.  This Forbearance Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.  This Forbearance Agreement shall be binding
upon and inure to the benefit of the successors and permitted assigns of the parties hereto.  This Forbearance Agreement shall
be governed by, and construed and enforced in accordance with, the internal laws of the State of Georgia, but without giving effect
to principles of conflicts of laws thereof.  This Forbearance Agreement may not be modified, altered or amended except by
agreement in writing signed by all of the parties hereto.  Each Borrower acknowledges that it has consulted with counsel and
with such other expert advisors as it deemed necessary in connection with the negotiation, execution and delivery of this
Forbearance Agreement.  This Forbearance Agreement shall constitute a Loan Document and, among other matters, any claim or
cause of action based upon or arising out of or related to this Forbearance Agreement shall be subject to the waiver of jury trial
set forth in Section 13.4 of the Credit Agreement. This Forbearance Agreement shall be construed without regard to any presumption
or rule requiring that it be construed against the party causing this Forbearance Agreement or any part hereof to be drafted. 
Nothing in this Forbearance Agreement shall be construed to alter the debtor-creditor relationship between Borrowers and the
Lenders and Agents.  This Forbearance Agreement is not intended as, nor shall it be construed to create, a partnership or
joint venture relationship between or among any of the parties.  This Forbearance Agreement together with the Loan Documents,
including without limitation the Seventh Amendment, embodies the entire understanding and agreement between and among the parties
hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and
inducements, whether express or implied, oral or written.




[Signature Pages Follow]

  

 

10




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




	 	“PARENT”
	 	MILLER INDUSTRIES, INC.
	 	 
	 	By: 
    /s/ J. Vincent Mish                     
    
	 	            J. Vincent
Mish

               Chief Financial
Officer
	 	“SUBSIDIARY MILLER BORROWERS”
	 	APACO, INC.

    B&B ASSOCIATED INDUSTRIES, INC.

    CHEVRON, INC.

    CENTURY HOLDINGS, INC.

    CHAMPION CARRIER CORPORATION

    COMPETITION WHEELIFT, INC.

    GOLDEN WEST TOWING EQUIPMENT INC.

    KING AUTOMOTIVE & INDUSTRIAL

             EQUIPMENT, INC.

    MID AMERICA WRECKER & EQUIPMENT

             SALES, INC. OF COLORADO

    MILLER FINANCIAL SERVICES GROUP,

             INC.

    MILLER/GREENEVILLE, INC.

    MILLER INDUSTRIES DISTRIBUTING, INC.

    MILLER INDUSTRIES INTERNATIONAL,

             INC.

    MILLER INDUSTRIES TOWING

             EQUIPMENT INC.

    PURPOSE, INC.

    SONOMA CIRCUITS, INC.

    SOUTHERN WRECKER CENTER, INC.

    SOUTHERN WRECKER SALES, INC.
	 	 By: 
    /s/ J. Vincent Mish                            
    

                J. Vincent
Mish

                Attorney-in-Fact of
each entity listed

                above


    
	 	 [signatures continued on next page]








    





 








 






 








	 	“SUBSIDIARY ROADONE BORROWERS”
     


    
	 	AETEX, INC., f/k/a A-EXCELLENCE

        TOWING
CO.

    ALL AMERICAN TOWING SERVICES,

             INC.

    B-G TOWING, INC.

    BEAR TRANSPORTATION, INC.

    BTRCX, INC. f/k/a BERT’S TOWING

          RECOVERY

             CORPORATION

    BBSX, INC. f/k/a BOB BOLIN SERVICES,

          INC.

    BASIEX, INC. f/k/a BOB’S AUTO SERVICE,

         
INC.

    BTRX, INC.

    BVSWS, INC. f/k/a BOB VINCENT AND SONS

              WRECKER SERVICE, INC.

    CAL WEST TOWING, INC.

    CBTX, INC., f/k/a CEDAR BLUFF 24 HOUR

         TOWING,
INC.

    CCASX, INC.

    CEX, INC., f/k/a CHAD’S INC.

    CVDC, f/k/a CLEVELAND VEHICLE

        DETENTION CENTER,
INC.

    D.A. HANELINE, INC.

    DVREX, INC.

    DOLLAR ENTERPRISES, INC.

    DSX, INC., f/k/a DUGGER’S SERVICES,

          INC.

    GMAR, INC., f/k/a GOOD MECHANIC AUTO

          CO. OF RICHFIELD, INC.

    GREAT AMERICA TOWING, INC.

    GREG’S TOWING, INC.

    HTX, INC.

    LTSX, INC., f/k/a LAZER TOW SERVICES,

          INC.

    LASX, INC.

    LWKR, INC.

    MAEJO, INC.

    MEL’S ACQUISITION CORP.

    MGEX, INC.

    MSTEX, INC.

    MTSX INC.



 


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	 	MURPHY’S TOWING, INC.

P.A.T., INC.

PEX, INC., f/k/a/ PIPES ENTERPRISES,

         
  INC.

RMA ACQUISITION CORP.

RRIC ACQUISITION CORP.

RSX, INC., f/k/a RECOVERY SERVICES,

              INC.

ROAD ONE, INC.

ROADONE EMPLOYEE SERVICES, INC.

ROAD ONE INSURANCE SERVICES, INC.

ROAD ONE SERVICE, INC.

ROAD ONE SPECIALIZED

          TRANSPORTATION, INC.

ROADONE TRANSPORTATION AND

    LOGISTICS, INC.

R.M.W.S., INC.

SWSX, INC. (f/k/a SUBURBAN WRECKER

          SERVICE,
INC.)

TEXAS TOWING CORPORATION

TPCTH, INC.

TREASURE COAST TOWING, INC.

TREASURE COAST TOWING OF MARTIN

          COUNTY, INC.

TSSC, INC., f/k/a TRUCK SALES & SALVAGE

          CO., INC.

TWSX, INC.

WSX, INC., f/k/a WES’S SERVICE

          INCORPORATED

WTX, INC. (f/k/a WILTSE TOWING, INC.)

WTC, INC.

WTEX, INC.

ZTRX, INC., f/k/a ZEHNER TOWING &

          RECOVERY, INC.
	 	 
	 	By: 
    /s/ J. Vincent Mish                     
    

            J. Vincent
Mish

            Attorney-in-Fact of
each entity listed

            above



13

 
 


	 	“ADMINISTRATIVE AGENT,

    SYNDICATION AGENT AND EXISTING

    TITLED COLLATERAL AGENT”
	 	 
	 	BANK OF AMERICA, N.A., as the

    Administrative Agent, Syndication Agent and

    Existing Titled Collateral Agent
	  	  


    
	 	By:      
 /s/ Sherry Lail                                     

Name:   Sherry Lail

Title:     Senior Vice President
	  	  


    
	 	“LETTER OF CREDIT ISSUER”
	 	 
	 	BANK OF AMERICA, N.A., as Letter of

    Credit Issuer 


    
	 	By:      
 /s/ Sherry Lail                                     

Name:   Sherry Lail

Title:     Senior Vice President
	  
	“COLLATERAL AGENT”
	 	THE CIT GROUP/BUSINESS CREDIT, INC., as

    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/ Sherry Lail                                     

Name:   Sherry Lail

Title:     Senior Vice President


 



	 	THE CIT GROUP/BUSINESS CREDIT, INC.,

    as a Lender
	 	 
	 	By:  /s/ Kenneth B. Butler                                 


Name: Kenneth B. Butler

Title: Vice President
	  	  


    
	 	FLEET CAPITAL CORPORATION, as a Lender
	  	  


    
	 	By:    /s/ Wes Mannis               

Name: Wes Mannis

Title: VP


 

 

 

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