Promissory Note



Promissory Note

(Term Loan)

 

	$2,000,000.00 	
      Charlotte, North
      Carolina

      July 23, 2001



 


  
    
    THIS NOTE AND THE
    INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS
    OF THE MAKER PURSUANT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT
    BETWEEN BANK OF AMERICA, N.A., AS JUNIOR AGENT, AND BANK OF AMERICA, N.A.
    AND THE CIT GROUP/BUSINESS CREDIT, INC., AS SENIOR AGENTS, AS AMENDED FROM
    TIME TO TIME.

     

    

  


FOR
VALUE RECEIVED, MILLER INDUSTRIES, INC., a Tennessee corporation having its
principal place of business located in Ooltewah, Tennessee (“Miller”)
and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation having its
principal place of business located in Ooltewah, Tennessee (“Miller
Towing”) (Miller and Miller Towing each are referred to as a “Borrower” and collectively, the
“Borrowers”), hereby
promise to pay to the order of SUNTRUST BANK (the “Lender”), in its
individual capacity, at the office of BANK OF AMERICA, N.A., as agent for the
Lenders (the “Agent”), located at One Independence Center, 101 North
Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other
place or places as the Agent may designate in writing) at the times set forth in
the Amended and Restated Credit Agreement dated as of July 23, 2001 among the
Borrowers, the financial institutions party thereto (collectively, the “Lenders”) and the Agent (as amended, supplemented or restated and in
effect from time to time, the “Agreement”; all capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Agreement), in lawful money of the United States of America in immediately
available funds, the principal amount of TWO MILLION DOLLARS ($2,000,000.00) on
the Term Loan Termination Date or such earlier date as may be required pursuant
to the terms of the Agreement, and to pay interest from the date hereof on the
unpaid principal amount hereof, in like money, at said office, on the dates and
at the rates provided in Article II
 of the Agreement. All or any portion of the principal amount of the Term Loan
may be prepaid or required to be prepaid as provided in the Agreement.

 Each
Borrower shall be jointly and severally liable as a primary obligor.

 If
payment of all sums due hereunder is accelerated under the terms of the
Agreement or under the terms of the other Loan Documents executed in connection
with the Agreement, the then remaining principal amount hereof and accrued but
unpaid interest thereon evidenced by this Note shall become immediately due and
payable,

 



 

 without
presentation, demand, protest or notice  of any kind, all of which are hereby
waived by the Borrower.

 In
the event this Note is not paid when due at any stated or accelerated maturity,
the Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and
interest thereon at the rates set forth above.

 Interest
hereunder shall be computed as  provided in the Agreement.

 This
Note is one of the Notes referred to in the  Agreement evidencing the Term Loan
and is issued pursuant to and entitled to the benefits and security of the
Agreement to which reference is hereby made for a more complete statement of the
terms and conditions upon which the Term Loan evidenced hereby was made and is
to be repaid. The obligations evidenced hereby are secured by the Security
Instruments. This Note is subject to certain restrictions on transfer or
assignment as provided in the Agreement.

 The
indebtedness evidenced by this Note constitutes a continuation and modification
of a portion of that indebtedness previously outstanding under the Existing
Credit Agreement. This Note is given as a substitution of, and not as a payment
of, the existing Amended and Restated Promissory Note (Revolving Loan) and the
existing Promissory Note (Term Loan), each dated July 26, 2000, of the Borrowers
payable to the Lender (the “Existing Notes”). All of the indebtedness,
liabilities and obligations owing by the Borrower under the Existing Notes shall
continue and be evidenced in part by this Note delivered in partial substitution
for, and not payment or novation of, the Existing Note.

 This
Note shall be governed by and construed in accordance with the laws of the State
of Georgia.

 All
Persons bound on this obligation, whether primarily or secondarily liable as
principals, sureties, guarantors, endorsers or otherwise, hereby waive to the
full extent  permitted by law all defenses based on suretyship or impairment of
collateral and the benefits of all provisions of law for stay or delay of
execution or sale of property or other satisfaction of judgment against any of
them on account of liability hereon until judgment be obtained and execution
issued against any other of them and returned unsatisfied or until it can be
shown that the maker or any other party hereto had no property available for the
satisfaction of the debt evidenced by this instrument, or until any other
proceedings can be had against any of them, also their right, if any, to require
the holder hereof to hold as security for this Note any collateral deposited by
any of said Persons as security. Protest, notice of protest, notice of dishonor,
diligence or any other formality are hereby waived by all parties bound hereon.

 


[Signature page
follows.]

 


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IN
WITNESS WHEREOF, each of the Borrowers has caused this Note to be made, executed
and delivered by its duly authorized representative as of  the date and year
first above written, all pursuant to authority duly granted.

 

 

		MILLER INDUSTRIES,
INC.
      

    
	ATTEST:	 
		 
	   /s/ Frank Madonia
      

    	By:    /s/
      J. Vincent Mish
      

    
	 Frank Madonia, Secretary	Name:    J.
      Vincent Mish
      
      

    
		Title:       VP,
      CFO
      

    


		 
	(SEAL)	 





		MILLER INDUSTRIES
      TOWING

      EQUIPMENT INC.
      

    
	ATTEST:	 
		 
	   /s/ Frank Madonia
      

    	By:    /s/
      J. Vincent Mish
      

    
	 Frank Madonia, Secretary	Name:   J.
      Vincent Mish
      
      

    
		Title:      VP,
      CFO
      

    


		 
	(SEAL)	 


 

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