CIT Group Stock Pledge Agreement





STOCK PLEDGE AGREEMENT


 

THIS STOCK
PLEDGE
AGREEMENT, dated as of July 23, 2001, is executed and delivered by MILLER
INDUSTRIES, INC., a Tennessee corporation (“Pledgor”), in
favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent (the “Collateral Agent”) for the lenders from time to time party to the
Credit Agreement described below (the “Lenders”).

 


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WHEREAS, Pledgor is the
record and beneficial owner  of the shares of capital stock described in Exhibit
A hereto issued by each corporation named
therein (individually and collectively referred to as the “Issuer”);
and

WHEREAS, Pledgor and
the Issuer, as borrowers, the Lenders,  the Collateral Agent and Bank of America,
N.A., as Syndication Agent, Administrative Agent and Letter of Credit Issuer,
have entered into a Credit Agreement of even date herewith (as amended,
modified, supplemented and restated from time to time, the “Credit
Agreement”), pursuant to which the Lenders have agreed to make certain
loans and other financial accommodations to Pledgor; and

 WHEREAS, in accordance
with the terms of the Loan Documents and as a condition precedent to the Lenders’
obligation to make loans under the Credit Agreement, and as security for all of
the Obligations, the Lenders are requiring that Pledgor execute and deliver this
Stock Pledge Agreement and grant the security interest contemplated hereby.

 NOW,
THEREFORE, in
consideration of the premises and the covenants hereinafter contained, and to
induce the Lenders to enter into the Credit Agreement and make the loans under
the Credit Agreement, it is agreed as follows:

 1.0     Definitions.  Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as therein defined, and the following shall have (unless otherwise
provided elsewhere in this Stock Pledge Agreement) the following respective
meanings (such meanings being equally applicable to both the singular and plural
form of the terms defined):

 “Agreement”
shall mean  this Stock Pledge Agreement, including all amendments, modifications
and supplements and any exhibits or schedules to any of the foregoing, and shall
refer to the Agreement as the same may be in effect at the time such reference
becomes operative.

 “Domestic

Subsidiary” shall mean any Subsidiary of Pledgor which is organized under
the laws of a jurisdiction within the United States.

 



 

 “Event of
Default” shall  have the meaning assigned to such term in the Credit
Agreement.

 “Foreign
Subsidiary”  shall mean any Subsidiary of Pledgor which is not a Domestic
Subsidiary.

 “Non-Canadian

Foreign Subsidiary” shall mean any Foreign Subsidiary which is not
organized under the laws of Canada or a jurisdiction within Canada.

 “Obligations”

shall have the meaning assigned to such term in the Credit Agreement.

“Pledged

Collateral” shall have the meaning assigned to such term in Section 2
hereof.

“Pledged
Securities” shall mean the stock  described in Sections 2.1 and 2.2 hereof.

2.0
   Pledge.  Pledgor hereby pledges, conveys, hypothecates, mortgages,
assigns, sets over, delivers and grants to the Collateral Agent, for the benefit
of the Lenders, a security interest in all of the following (collectively, the “Pledged Collateral”):

2.1    100% of the
issued and outstanding capital stock owned by Pledgor of each Domestic
Subsidiary and the certificates representing such stock, and all dividends,
distributions, cash, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such stock;

2.2
    65% of the
issued and outstanding voting stock (or, if less, 100% of the voting stock owned
by Pledgor) and 100% of the issued and outstanding non-voting stock owned by
Pledgor of each Foreign Subsidiary, and the certificates representing such
stock, and all dividends, distributions, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such stock; and

 2.3     all proceeds of any of the foregoing.

 3.0      Security  for Obligations.
 This Agreement secures, and the Pledged
Collateral is security for, the payment and performance of all of the
Obligations.

 4.0     Delivery of Pledged Securities.  All certificates representing or
evidencing the Pledged Securities shall be delivered to and held by or on behalf
of the Collateral Agent pursuant hereto and shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent; provided, however, that the
Pledgor shall not be required to deliver the certificates with respect to
Non-Canadian Foreign Subsidiaries until the Subordinated Debt is paid in full,
at which time Pledgor shall promptly deliver such certificates to the Collateral
Agent. The Collateral Agent shall have the right, in its discretion and without
notice to Pledgor, at any time after the occurrence of an Event of Default, to
transfer to or to register in the name of the Collateral Agent, or any of its
nominees, subject to the terms of this Agreement and, prior to the repayment in
full of the Subordinated Debt, to the rights of the Junior Creditors’ Agent
with respect to the stock of Non-Canadian Foreign Subsidiaries, any or all of
the Pledged Securities. In addition, the Collateral Agent shall have the right
at any time during the existence of an Event of Default to exchange certificates
or instruments 

 

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representing or evidencing Pledged Securities for certificates or
instruments of smaller or larger denominations.

5.0     Representations  and Warranties.
 Pledgor represents and warrants to the
Collateral Agent that:

 5.1    
Pledgor is, and
at the time of delivery of the Pledged Securities to the Collateral Agent
pursuant to Section 4 hereof will be, the sole holder of record and the sole
beneficial owner of the Pledged Collateral free and clear of any Lien thereon or
affecting the title thereto except for Permitted Liens.

 5.2
    The Pledged
Securities included in the Pledged Collateral constitute the percentage of the
issued and outstanding shares of capital stock of the Issuer as is set forth on Exhibit A
attached hereto. All of the Pledged Securities have been duly authorized,
validly issued and are fully paid and non-assessable; and there are no existing
options, warrants or commitments of any kind or nature or any outstanding
securities or other instruments convertible into shares of any class of capital
stock of the Issuer, and no capital stock of the Issuer is held in the treasury
of the Issuer.

 5.3      Pledgor has the
right and requisite authority to pledge, assign, transfer, deliver, deposit and
set over the Pledged Collateral to the Collateral Agent as provided herein.

 5.4
    None of the
Pledged Securities has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject. Pledgor’s execution and delivery of
this Agreement and the pledge of the Pledged Collateral hereunder do not,
directly or indirectly, violate or result in a violation of any such laws.

 5.5
    None of the
Pledged Securities included in the Pledged Collateral is, as of the date of this
Agreement, Margin Stock (as such term is defined in 12 C.F.R. Section 207), and
Pledgor shall, promptly after learning thereof, notify the Collateral Agent of
any Pledged Collateral which is or becomes Margin Stock and execute and deliver
in favor of the Collateral Agent any and all instruments, documents and
agreements (including, but not limited to, Form U-1) necessary to cause the
pledge of such Margin Stock to comply with all applicable laws, rules and
regulations.

 5.6
     No consent,
approval, authorization or other order of any Person and no consent,
authorization, approval, or other action by, and no notice to or filing with,
any governmental departments, commissions, boards, bureaus, agencies or other
instrumentalities, domestic or foreign, is required to be made or obtained by
Pledgor either (a) for the pledge of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of this Agreement by
Pledgor, or (b) for the exercise by the Collateral Agent of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of
securities generally.

 5.7     
The pledge,
assignment and delivery of the Pledged Collateral pursuant to this Agreement
will create a valid Lien on and a perfected security interest in the Pledged
Collateral pledged by Pledgor, and the proceeds thereof, securing the payment of
the Obligations.

 

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 5.8
     This Agreement
has been duly authorized, executed and delivered by Pledgor and constitutes a
legal, valid and binding obligation of Pledgor enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency, or
other similar laws affecting the rights of creditors generally or by the
application of general principles of equity.

 The representations and
warranties set forth in this Section 5 shall survive the execution and delivery
of this Agreement.

 6.0     
Covenants.  

Pledgor covenants and agrees that until the termination of this Agreement in
accordance with Section 12 hereof:

 6.1
     Except as
provided herein or as permitted under the Credit Agreement, without the prior
written consent of the Collateral Agent, Pledgor will not sell, assign,
transfer, pledge, or otherwise encumber any of its rights in or to the Pledged
Collateral or any unpaid dividends or other unpaid distributions or payments
with respect thereto or grant a Lien therein.

 6.2
     Pledgor will
not, subsequent to the date of this Agreement, other than as permitted in the
Credit Agreement, cause or permit the Issuer to issue any shares of capital
stock or securities convertible into shares of capital stock, unless and except
upon first having obtained the prior written consent of the Collateral Agent
thereto, except that the Issuer may issue shares of common stock to Pledgor,
provided that such common stock is pledged to the Collateral Agent as required
by this Agreement.

 6.3
     Pledgor will, at
its expense, promptly execute, acknowledge and deliver all such instruments and
take all such action as the Collateral Agent from time to time may reasonably
request in order to ensure to the Collateral Agent the benefits of the Liens in
and to the Pledged Collateral intended to be created by this Agreement,
including the filing of any necessary or desirable Uniform Commercial Code
financing statements, which may be filed by the Collateral Agent with or without
the signature of Pledgor, and will cooperate with the Collateral Agent, at
Pledgor’s expense, in obtaining all necessary approvals and making all
necessary filings under federal or state law in connection with such Liens or
any sale or transfer of the Pledged Collateral.

 6.4
     Pledgor has and
will defend the title to the Pledged Collateral and the Liens of the Collateral
Agent thereon against the claim of any Person (other than the Junior Creditors’
Agent with respect to the stock of the Non-Canadian Foreign Subsidiaries prior
to the repayment in full of the Subordinated Debt) and will maintain and
preserve such Liens.

 6.5
     Pledgor will,
upon obtaining any additional shares of capital stock of the Issuer which are
not already Pledged Collateral, promptly (and in any event within three (3)
Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed
by Pledgor, in substantially the form of Exhibit B
hereto (a “Pledge Amendment”), to confirm the pledge of such
additional Pledged Securities pursuant to this Agreement; provided, however,
that the failure of Pledgor to execute and deliver any such Pledge Amendment
shall not prevent such additional Pledged Securities from being subject to the
Lien created by this Agreement; provided, further, that Pledgor shall not be
required to pledge hereunder more 

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 than 65% of the outstanding voting stock of
any Foreign Subsidiary. Pledgor hereby authorizes the Collateral Agent to attach
each Pledge Amendment to this Agreement and agrees that all shares of stock
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder be considered Pledged Securities hereunder and shall be
included in the Pledged Collateral.

 6.6     Pledgor will pay
all taxes, assessments and charges levied, assessed or imposed upon the Pledged
Collateral owned by it before the same become delinquent or become Liens upon
any of the Pledged Collateral except where such taxes, assessments and charges
may be contested in good faith by appropriate proceedings and appropriate
reserves have been established on Pledgor’s books in accordance with GAAP.

 6.7     Pledgor will not
create, grant or suffer to exist any Lien on any of the Pledged Collateral
except Permitted Liens.

7.0     Distributions; Etc.


7.1     Right of Pledgor to Receive Distributions.  For so long as no Event of Default exists, Pledgor
shall have the right to receive cash distributions declared and paid with
respect to the Pledged Collateral, to the extent such distributions are
permitted by the Credit Agreement. Any and all stock or liquidating
distributions, other distributions in property, return of capital or other
distributions made on or in respect of Pledged Collateral, whether resulting
from a subdivision, combination or reclassification of the outstanding capital
stock of the Issuer or received in exchange for Pledged Collateral or any part
thereof or as a result of any merger, consolidation, acquisition or other
exchange of assets to which the Issuer may be a party or otherwise, shall be and
become part of the Pledged Collateral pledged hereunder and, if received by
Pledgor, shall be received in trust for benefit of the Collateral Agent, be
segregated from the other property and funds of Pledgor, and shall forthwith be
delivered to the Collateral Agent to be held subject to the terms of this
Agreement (in each case, with respect to the stock of Non-Canadian Foreign
Subsidiaries prior to the repayment in full of the Subordinated Debt, subject to
the rights of the Junior Creditors’ Agent).

7.2
      Holding Pledged Collateral; Exchanges.  The Collateral Agent may hold
any of the Pledged Collateral, endorsed or assigned in blank, and, during the
existence of an Event of Default, may deliver any of the Pledged Collateral to
the issuer thereof for the purpose of making denominational exchanges or
registrations or transfers or for such other reasonable purpose in furtherance
of this Agreement as the Collateral Agent may deem desirable (subject to the
rights of the Junior Creditors’ Agent with respect to the stock of
Non-Canadian Foreign Subsidiaries prior to the repayment in full of the
Subordinated Debt). The Collateral Agent shall have the right, if necessary to
perfect its security interest, to transfer to or register in the name of the
Collateral Agent or any of its nominees, any or all of the Pledged Collateral
(subject to the rights of the Junior Creditors’ Agent with respect to the
stock of Non-Canadian Foreign Subsidiaries prior to the repayment in full of the
Subordinated Debt); provided that notwithstanding the foregoing, until
any transfer of beneficial ownership with respect to the Pledged Collateral
pursuant to any exercise of remedies under Section 8 hereof, Pledgor shall
continue to be the beneficial owner of the Pledged Collateral.

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7.3

      Termination of Pledgor’s Right to Receive Distributions.  During the
existence of any Event of Default, all rights of Pledgor to receive any cash
distributions pursuant to Section 7.1 hereof shall cease, and all such rights
shall thereupon become vested in the Collateral Agent, and the Collateral Agent
shall have the sole and exclusive right to receive and retain the distributions
which Pledgor would otherwise be authorized to receive and retain pursuant to
Section 7.1 hereof. In such event, Pledgor shall pay over to the Collateral
Agent any distributions received by it with respect to the Pledged Collateral
and any and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this Section 7.3 shall be
retained by the Collateral Agent as Pledged Collateral hereunder and/or shall be
applied to the repayment of the Obligations in accordance with the provisions
hereof. Notwithstanding the foregoing, all rights of the Collateral Agent under
this Section 7.3 with respect to the stock of Non-Canadian Foreign Subsidiaries
are, prior to the repayment in full of the Subordinated Debt, subject to the
rights of the Junior Creditors’ Agent with respect to such stock.

8.0
    Remedies.  During the existence of an Event of Default, the Collateral
Agent shall have the following rights and remedies (it being understood that any
such rights and remedies with respect to the stock of Non-Canadian Foreign
Subsidiaries are, prior to the repayment in full of the Subordinated Debt,
subject to the rights of the Junior Creditors’ Agent with respect thereto):

8.1     Secured
Creditor.  All of the rights and remedies of a secured party under the
Uniform Commercial Code of the State where such rights and remedies are
asserted, or under other applicable law, all of which rights and remedies shall
be cumulative, and none of which shall be exclusive, to the extent permitted by
law, in addition to any other rights and remedies contained in this Agreement.

8.2     Right of Sale.  The Collateral Agent may, without demand and without advertisement, notice or
legal process of any kind (except as may be required by law), all of which
Pledgor waives, at any time or times (a) apply any cash distributions
received by the Collateral Agent pursuant to Section 7.3 hereof to the
Obligations, and (b) if following such application there remains outstanding
any Obligations, sell the remaining Pledged Collateral, or any part thereof at
public or private sale or at any broker’s board or on any securities exchange,
for cash, upon credit or for future delivery as the Collateral Agent shall deem
appropriate.  The Collateral Agent shall be authorized at any such sale (if, on
the advice of counsel, 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 Pledged Collateral for their own account for investment
and not with a view to the distribution or resale thereof, and upon consummation
of any such sale the Collateral Agent shall have the right to assign, transfer
and deliver to the purchaser or purchasers thereof the Pledged Collateral so
sold. Each such purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of Pledgor, and Pledgor
hereby waives (to the extent permitted by law) all rights of redemption, stay
and/or appraisal which Pledgor now has or may have at any time in the future
under any rule of law or statute now existing or hereafter enacted. The proceeds
realized from the sale of any Pledged Collateral shall be applied first to the
actual and reasonable costs, expenses and attorneys’ fees and expenses
incurred by the Collateral Agent for collection and for acquisition, completion,
protection, removal, sale and delivery of the Pledged Collateral; and then to
the Obligations in the manner set forth in the Credit Agreement. If any
deficiency shall arise, Pledgor shall be liable therefor.

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8.3     Notice.  In addition thereto, Pledgor further agrees that in the event that notice is
necessary under applicable law, written notice mailed to Pledgor in the manner
specified in Section 16 hereof ten (10) days prior to the date of the
disposition of the Pledged Collateral subject to the security interest created
herein at any such public sale or sale at any broker’s board or on any such
securities exchange, or prior to the date after which private sale or any other
disposition of said Pledged Collateral will be made, shall constitute
commercially reasonable and fair notice.

8.4     Securities
Act, etc.  If, at any time when the Collateral Agent shall determine to
exercise its right to sell the whole or any part of the Pledged Collateral
hereunder, such Pledged Collateral or the part thereof to be sold shall not, for
any reason whatsoever, be effectively registered under the Securities Act of
1933, as now or hereafter in effect, or any similar statute now or hereafter in
effect in any jurisdiction (collectively, the “Securities Laws”), the
Collateral Agent may, in its discretion (subject only to applicable requirements
of law), sell such Pledged Collateral or part thereof by private sale in such
manner and under such circumstances as the Collateral Agent may deem necessary
or advisable, but subject to the other requirements of this Section 8, and shall
not be required to effect such registration or to cause the same to be effected.
Without limiting the generality of the foregoing, in any such event, the
Collateral Agent in its discretion (a) may, in accordance with applicable
securities laws, proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged Collateral or
part thereof could be or shall have been filed under any applicable Securities
Law, (b) may approach and negotiate with a single possible purchaser to
effect such sale, and (c) may restrict such sale to a purchaser who will
represent and agree that such purchaser is purchasing for its own account, for
investment and not with a view to the distribution or sale of such Pledged
Collateral or part thereof. In addition to a private sale as provided above in
this Section 8, if any of the Pledged Collateral shall not be freely
distributable to the public without registration under applicable Securities
Laws at the time of any proposed sale pursuant to this Section 8, then the
Collateral Agent shall not be required to effect such registration or cause the
same to be effected but, in its discretion (subject only to applicable
requirements of law), may require that any sale hereunder (including a sale at
auction) be conducted subject to restrictions (i) as to the financial
sophistication and ability of any Person permitted to bid or purchase at any
such sale, (ii) as to the content of legends to be placed upon any
certificates representing the Pledged Collateral sold in such sale, including
restrictions on future transfer thereof, (iii) as to the representations
required to be made by each Person bidding or purchasing at such sale relating
to that Person’s access to financial information about Pledgor and such Person’s
intentions as to the holding of the Pledged Collateral so sold for investment,
for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Collateral Agent may, in its discretion,
deem necessary or appropriate in order that such sale (notwithstanding any
failure so to register) may be effected in compliance with the Bankruptcy Code
and other laws affecting the enforcement of creditors’ rights and all
applicable Securities Laws.

8.5     Registration.  Pledgor acknowledges that notwithstanding the legal availability of a private
sale or a sale subject to the restrictions described above in Section 8.4, the
Collateral Agent may, in its discretion and at its sole expense, elect to
register any or all of the Pledged Collateral under applicable Securities Laws.
Pledgor, however, recognizes that the Collateral Agent may be unable to effect a
public sale of any or all the Pledged Collateral and may be compelled to resort
to one or more private sales thereof. Pledgor also acknowledges that any such
private sale may result in prices and other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such 

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 circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner. The Collateral Agent shall be under no
obligation to delay a sale of any of the Pledged Collateral for the period of
time necessary to permit the registrant to register such securities for public
sale under applicable Securities Laws, even if Pledgor would agree to do so.

8.6     Waiver of
Certain Rights.  Pledgor agrees that following the occurrence and during the
continuance of an Event of Default it will not at any time plead, claim or take
the benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the whole or any part of
the Pledged Collateral or the possession thereof by any purchaser at any sale
hereunder, and Pledgor waives the benefit of all such laws to the extent it
lawfully may do so. Pledgor agrees that it will not interfere with any right,
power or remedy of the Collateral Agent provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Collateral Agent of any one or more
of such rights, powers or remedies. No failure or delay on the part of the
Collateral Agent to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon Pledgor by the Collateral Agent with
respect to any such remedies shall operate as a waiver thereof, or limit or
impair the Collateral Agent’s right to take any action or to exercise any
power or remedy hereunder, without notice or demand, or prejudice its rights as
against Pledgor in any respect.

8.7     Specific
Performance.  Pledgor further agrees that a breach of any of the covenants
contained in this Section 8 will cause irreparable injury to the Collateral
Agent, that the Collateral Agent has no adequate remedy at law in respect of
such breach and, as a consequence, agrees that each and every covenant contained
in this Section 8 shall be specifically enforceable against Pledgor, and Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that the Obligations
are not then due and payable in accordance with the agreements and instruments
governing and evidencing such obligations.

9.0     Power
of Attorney; Proxy.

9.1     During the
existence of an Event of Default, Pledgor irrevocably designates, makes,
constitutes and appoints the Collateral Agent (and all Persons designated by the
Collateral Agent) as its true and lawful attorney (and agent-in-fact) and the
Collateral Agent, or the Collateral Agent’s agent, may, without notice to
Pledgor, and at such time or times thereafter as the Collateral Agent or said
agent, in its discretion, may determine, in the name of Pledgor or the
Collateral Agent (in each case, prior to the repayment in full of the
Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with
respect to the stock of Non-Canadian Foreign Subsidiaries): (a) transfer the
Pledged Collateral on the books of the issuer thereof, with full power of
substitution in the premises; (b) endorse the name of Pledgor upon any checks,
notes, acceptance, money orders, certificates, drafts or other forms of payment
of security that come into the Collateral Agent’s possession to the extent
they constitute Pledged Collateral; and (c) do all acts and things necessary,
in the Collateral Agent’s discretion, to fulfill the obligations of Pledgor
under this Agreement.

9.2     During the
existence of an Event of Default, the Collateral Agent, or itsnominee, without
notice or demand of any kind to Pledgor, shall have the sole and exclusive right
to exercise all

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voting powers pertaining to any and all of the Pledged
Collateral (and to give written consents in lieu of voting thereon) and may
exercise such power in such manner as the Collateral Agent, in its sole
discretion, shall determine (in each case, prior to the repayment in full of the
Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with
respect to the stock of Non-Canadian Foreign Subsidiaries). THIS PROXY IS
COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Collateral
Agent of any of its rights and remedies under this Section 9.2 shall not be
deemed a disposition of Pledged Collateral under Article 9 of the Uniform
Commercial Code nor an acceptance by the Collateral Agent of any of the Pledged
Collateral in satisfaction of any of the Obligations.

10.0     Waiver.  No delay on the Collateral Agent’s part in exercising any power of sale, Lien,
option or other right hereunder, and no notice or demand which may be given to
or made upon Pledgor by the Collateral Agent with respect to any power of sale,
Lien, option or other right hereunder, shall constitute a waiver thereof, or
limit or impair the Collateral Agent’s right to take any action or to exercise
any power of sale, Lien, option, or any other right hereunder, without notice or
demand, or prejudice the Collateral Agent’s rights as against Pledgor in any
respect.

11.0     Assignment.  The Collateral Agent and the Lenders may assign, endorse or transfer any
instrument evidencing all or any part of the Obligations as provided in, and in
accordance with, the Credit Agreement, and the holder of such instrument shall
be entitled to the benefits of this Agreement.

12.0     Termination.  This Agreement shall terminate and be of no further force or effect at such time
as the Obligations shall be paid and performed in full and the Commitments shall
have been terminated. Upon such termination of this Agreement, the Collateral
Agent shall deliver to Pledgor the Pledged Collateral at the time subject to
this Agreement and then in the Collateral Agent’s possession or control and
all instruments of assignment executed in connection therewith, free and clear
of the Liens hereof and, except as otherwise provided in Section 13 hereof, all
of Pledgor’s obligations hereunder shall at such time terminate.

13.0     Reinstatement.  This Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against Pledgor for liquidation or
reorganization, should Pledgor become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor’s assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of
the Obligations, whether as a “voidable preference”,
“fraudulent
conveyance”, or otherwise, all as though such payment or performance had
not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.

14.0     Miscellaneous.  This Agreement shall be binding upon Pledgor and its successors and assigns, and
shall inure to the benefit of, and be enforceable by, the Collateral Agent and
its successors and assigns, and shall be governed by, and construed and enforced
in accordance with, the internal laws in effect in the State of Georgia, and
none of the terms or provisions of this Agreement may be waived, 

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 altered,
modified or amended except in writing duly signed for and on behalf of the
Collateral Agent and Pledgor.

15.0     Severability.  If for any reason any provision or provisions hereof are determined to be
invalid and contrary to any existing or future law, such invalidity shall not
impair the operation of or effect those portions of this Agreement which are
valid.

16.0     Notices.  Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give or serve upon any
other a communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and shall be delivered in accordance with the terms of Section 13.8 of
the Credit Agreement.

17.0     Section
Titles.  The Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.

18.0     Counterparts.  This Agreement may be executed in any number of counterparts, which shall,
collectively and separately, constitute one agreement.

 

[SIGNATURES BEGIN ON
NEXT PAGE]

 

 

 

-10-



 

 

IN
 WITNESS WHEREOF,
this Agreement has been duly executed as of the date first written above.

 

		MILLER INDUSTRIES,
INC.

      
		 
		 
		By:
      

    
		Name:

      
      

    
		Title:
      

    





 


-11-



 


EXHIBIT A



to the Stock Pledge
Agreement

 

Attached to and forming
a part of that certain Stock Pledge Agreement dated as of July 23, 2001 executed
and delivered by Miller Industries, Inc. to The CIT Group/Business Credit, Inc.,
as Collateral Agent.

 



DOMESTIC SUBSIDIARIES


 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	
       

      APACO, Inc.

      Century Holdings,
      Inc.

      
      Miller/Greeneville, Inc

      Chevron, Inc.

      Sonoma Circuits, Inc.

      Miller Industries 

           International,
      Inc.

      Miller Industries

           Distributing,
      Inc.

      B&B
      Associated 

           Industries, Inc.

      Competition
      Wheelift, Inc.

      Golden West
      Towing 

           Equipment, Inc.

      King Automotive
      &

           Industrial
      Equipment, Inc.

      Mid America
      Wrecker &

           Equipment
      Sales, Inc.

           of Colorado

      Purpose, Inc.

      Southeastern
      Towing 

           Equipment, Inc.

      Southern Wrecker
      Center, Inc.

      Southern Wrecker
      Sales, Inc.

      Road One, Inc.

      RoadOne Employee

           Services, Inc.

      Road One Service,
      Inc.

      	
       

      Common

      Common

      Common

      Common

      Common

      Common

      

      Common

       

      Common

       

      Common

      Common

       

      Common

       

      Common

       

      Common

       

      

      Common

       Common

       Common

      Common

       

      Common

      	
      

      1

      2

      1

      24

      2

       2

       

      1

       

      1

       

      1

       2

       

      2

       

      1

       

      3

       

      

      2

       1

       1

      2

       

      1

    	
      

      100

      100

      100

      1,746

      100

       100

       

      100

       

      100

       

      100

       120

       

      200

       

      100

       

      500

       

      

      50

       100

       100

      100

       

      100

    	
      

      100

      100

      100

      1,746

      100

       100

       

      100

       

      100

       

      100

      120

       

      200

       

      100

       

      500

       

      

      50

       100

       100

      100

       

      100

    


 

A-1



 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	
      

      A-Excellence Towing Co.

      Ackerman Wrecker

           Service, Inc.

      All American
      Towing

           Services,
      Inc.

      Allied Gardens
      Towing, Inc.

      Allied Towing and

           Recovery, Inc.

      Altamonte Towing,
      Inc.

      Anderson Towing
      Service, Inc.

      Arrow Wrecker
      Service, Inc.

      A to Z
      Enterprises, Inc.

      B-G Towing, Inc.

      Bear Transportation,
      Inc.

      Beaty Towing &

           Recovery, Inc.

      Bert’s Towing
      Recovery

           Corporation

      Bob Bolin Services,
      Inc.

      Bob’s Auto
      Service, Inc.

      Boulevard &
      Trumbull

           Towing, Inc.

      Brewer’s, Inc.

      Bryrich Corporation

      C&L Towing
      Services, Inc.

      Cal West Towing,
      Inc.

      Cedar Bluff 24 Hour

           Towing, Inc.

      Central Valley
      Towing, Inc.

      Chad’s, Inc.

      Clarence Cornish
      Automotive

           Service, Inc.

      Coffey’s Towing,
      Inc.

      Coleman’s Towing
      &

           Recovery, Inc.

      DVREX, Inc.

      Dick’s Towing
      &

           Road Service, Inc.

      Don’s Towing, Inc.

      Dugger’s Services,
      Inc.

      DuRu, Inc.

      E.B.T., Inc.

      Export Enterprises,
      Inc. 
      
	
      

      Common

      Common

       

      Common

       

      Common

      Common

       

      Common

      Common

       Common

       Common

      Common

      Common

      Common

       

      Common

       

      Common

      Common

      Common

       

      Common

      Common

      Common

      Common

      Common

      

      Common

      Common

      Common

       

      Common

      Common

       

      Common

      Common

       

      Common

      Common

      Common

      Common

      Common

      	
       

      2

      2

       

      2

       

      2

      2

       

      2

      2

       3

       2

      2

      1

      2

       

      4

       

      6

      2

      2

       

      2

      2

      1

      2

      1

       

      2

      2

      2

       

      2

      9

       

      11

      5

       

      2

      2

      2

      3

      2

    	
      

      100

      100

       

      100

       

      100

      500

       

      100

      100

       500

       13,100

      100

      100

      100

       

      100

       

      20,000

      100

      1,000

       

      1,000

      100

      100

      100

      100

       

      100

      100

      100

      

      100

      100

       

      100

      500

       

      100

      100

      100

      10,000

      100

    	
      

      100

      100

       

      100

       

      100

      500

       

      100

      100

       500

       13,100

      100

      100

      100

       

      100

       

      20,000

      100

      1,000

       

      1,000

      100

      100

      100

      100

       

      100

      100

      100

       

      100

      100

       

      100

      500

       

      100

      100

      100

      10,000

      100

    


 

A-2



 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	
       

      Gary’s Towing
      &

           Salvage Pool, Inc.

      Great America
      Towing, Inc.

      H&H Towing Enterprises, Inc.

      Hall’s Towing
      Service, Inc.

      H.M.R. Enterprises,
      Inc.

      Interstate Towing
      &

           Recovery, Inc.

      Kauff’s, Inc.

      Ken’s Towing, Inc.

      Lazer Tow Services,
      Inc.

      Levesque’s Auto
      Service, Inc.

      LWKR, Inc.

      Lincoln Towing Enterprises, Inc.

      M&M Towing and
      Recovery,

           Inc.

      Maejo, Inc.

      Mel’s Acquisition
      Corp.

      Merl’s Towing Service, Inc.

      Mike’s Wrecker Service, Inc.

      Moore’s Service
      & Towing, Inc.

      Moore’s Towing
      Service, Inc.

      Mosteller’s
      Garage, Inc.

      Official Towing,
      Inc.

      O’Hare Truck
      Service, Inc.

      P.A.T., Inc.

      Pipes Enterprises,
      Inc.

      Pro-Tow, Inc.

      Pullen’s Truck
      Center, Inc.

      RAR Enterprises,
      Inc.

      Randy’s High
      Country Towing,

           Inc.

      Ray Harris, Inc.

      Ray’s Towing, Inc.

      Recovery Services,
      Inc.

      RTIEX, Inc.

      RBEX, Inc.

      R.M.W.S., Inc.

      RRIC Acquisition
      Corp.

      	
      

      Common

       

      Common

      Common

       Common

      Common

      Common

       

      Common

      Common

      Common

      Common

       Common

      Common

       Common

      

      Common

      Common

      Common

       Common

       Common

       Common

      Common

      Common

      Common

      Common

      Common

      Common

      Common

      Common

      Common

       

      Common

      Common

      Common

      Common

      Common

      Common

      Common

      	
      

      2

       

      2

      1

       4

      5

      1

       

      1

      2

      1

      2

       2

      1

      2

      

       2

      1

      1

       5

       1

       1

      2

      1

      1

      2

      2

      2

      2

      2

      2

       

      2

      2

      2

      2

      1

      2

      1

    	
      

      100

      

       100

      100

       525

      5

      100

       

      100

      100

      100

      100

      1,000

      100

      100

      

      100

      100

      100

       360

       100

      100

      100

      100

      100

      1,000

      500

      100

      100

      50

      10,000

       

      100

      100

      100

      222

      100

      1,000

      100

    	
      

      100

      

       100

      100

       525

      5

      100

       

      100

      100

      100

      100

      1,000

      100

      100

      

      100

      100

      100

       360

       100

       100

      100

      100

      100

      1,000

      500

      100

      100

      50

      10,000

       

      100

      100

      100

      222

      100

      1,000

      100

    


 

 

A-3



 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	
       

      Sakstrup Towing,
      Inc.

      Sandy’s Auto &
      Truck Service,

          Inc.

      Speed’s
      Automotive, Inc.

      Speed’s Rentals,
      Inc.

      Sroga’s Automotive
      Services,

           Inc.

      Suburban Wrecker Service, Inc.

      Ted’s of
      Fayville,
      Inc.

      Texas Towing
      Corporation

      Thompson’s Wrecker

           Service, Inc.

      Tow Pro Custom
      Towing &

           Hauling, Inc.

      Treasure Coast
      Towing, Inc.

      Walker Towing, Inc.

      Wes’s Service
      Incorporated

      Western Towing;
      McClure/

           Earley Enterprises,
      Inc.

      Whitey’s Towing,
      Inc.

      Wiltse Towing, Inc.

      Zebra Towing, Inc.

      Zehner Towing & Recovery, Inc.

      	
       

      Common

      Common

       

      Common

      Common

      Common

       

      Common

       Common

      Common

      Common

       

      Common

       

      Common

      Common

      Common

      Common

       

      Common

      Common

      Common

      Common

      	
       

      2

      3

       

      4

      2

      1

       

      2

      2

      1

      1

       

      2

       

      1

      2

      3

      2

      

      2

      2

      2

      2 

    	
      

      100

      10

       

      438

      60

      100

       

      100

       1,900

      100

      100

      

      100

       

      100

      2,500

      100

      100

       

      100

      100

      100

      100

    	
      

      100

      10

       

      438

      60

      100

       

      100

       1,900

      100

      100

       

      100

       

      100

      2,500

      100

      100

      

      100

      100

      100

      100

    


 

A-4



 






NON-CANADIAN FOREIGN
SUBSIDIARIES


 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	  Boniface Engineering,
      Ltd.	
      Ordinary
	      	
       65

    	
       100

    


 

 


CANADIAN FOREIGN
SUBSIDIARIES


 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




	407664 British Columbia
      Ltd.	 Common	      	 22.75	 35
	 Canadian Towing
      Equipment

            Inc.	 Common	      	 65	 100
	F.G. Russell Truck
       Equipment

            Ltd.	 Common	      	 32,500	 50,000


 

A-5

 



 


EXHIBIT B



to the Stock Pledge
Agreement

 


PLEDGE AMENDMENT


 

This
 Pledge Amendment,
dated ________________, 200__, is delivered pursuant to Section 6.5 of the
Stock Pledge Agreement referred to below. The undersigned hereby (a 0) pledges,
conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to the
Collateral Agent, for the benefit of the Lenders, a security interest in the
shares of capital stock set forth below (the “Additional Securities”)
and all dividends, distributions, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Additional Securities, all on
the terms and conditions set forth in that certain Stock Pledge Agreement, dated
as of July 23, 2001 (the “Stock Pledge Agreement”), executed and
delivered by the undersigned, as Pledgor, to The CIT Group/Business Credit,
Inc., as Collateral Agent, which terms and conditions are hereby incorporated
herein by reference; (b 0) agrees that this Pledge Amendment may be attached to
the Stock Pledge Agreement; and (c 0) agrees that the Additional Securities
listed on this Pledge Amendment shall be deemed to be a part of the Pledged
Securities under the Stock Pledge Agreement, shall become a part of the Pledged
Collateral referred to in the Stock Pledge Agreement and shall secure all
Obligations referred to in the Stock Pledge Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the
Stock Pledge Agreement.

 

		MILLER INDUSTRIES,
INC.

      
		 
		 
		By:   /s/
      Frank Madonia
      

    
		Name:  Frank Madonia
      
    
		Title:     Exec.
      V.P.
    


 

 

 

	
      Issuer	
      Class of

      Stock	
      Certificate

      Number(s)	
      Number of

      Shares	
      Number of Shares

      Issued & Outstanding




 

 

B-1