CREDIT AGREEMENT






 

CREDIT AGREEMENT

Dated as of July __,
2001

Among

THE FINANCIAL
INSTITUTIONS NAMED HEREIN


as the Lenders


and

BANK OF AMERICA, N.A.


as the Administrative
Agent, Syndication Agent, Existing Titled

Collateral Agent and Letter of Credit Issuer


and

THE CIT GROUP/BUSINESS
CREDIT, INC.


as the Collateral Agent


and

Miller Industries, Inc.
and its Subsidiaries


as the Borrowers


 





TABLE OF CONTENTS

 




  	Section
        	Page
		
	
        ARTICLE 1
        LOANS AND LETTERS OF CREDIT
	
        2

	
        1.1
        Total Facility
	
        2

	
        1.2
        Revolving Loans
	
        2

	
        1.3
        Term Loans
	
        6

	
        1.4 Letters of
        Credit
	
        7

	
        1.5 Bank Products
	
        11

	
        ARTICLE
        2 INTEREST AND FEES
	
        11

	
        2.1 Interest
	
        11

	
        2.2 Continuation
        and Conversion Elections
	
        12

	
        2.3
        Maximum Interest Rate
	
        13

	
        2.4 Closing and
        Other  Fees
	
        14

	
        2.5 Unused
        Line Fee
	
        14

	
        2.6
        Letter of Credit Fee
	
        14

	
        ARTICLE
        3 PAYMENTS AND PREPAYMENTS
	
        14

	
        3.1
        Revolving Loans
	
        14

	
        3.2 Reduction and
        Termination of Facility
	
        15

	
        3.3
        Repayment of the Term Loans
	
        16

	
        3.4
        Prepayments of the Loans
	
        16

	
        3.5 LIBOR Rate
        Loan Prepayments
	
        17

	
        3.6 Payments by
        the Borrowers
	
        17

	
        3.7 Payments as
        Revolving Loans
	
        18

	
        3.8 Apportionment,
        Application and Reversal of Payments
	18
	
        3.9 Indemnity for
        Returned Payments
	
        18

	
        3.10 Collateral
        Agents’ and Lenders’ Books and Records; Monthly Statements
	
        19

	
        3.11
        Borrowers’ Agent
	
        19

	
        3.12
        Joint and Several Liability
	
        20

	
        3.13
        Obligations Absolute
	
        20

	
        3.14
        Waiver of Suretyship Defenses
	
        21

	
        3.15
        Contribution and Indemnification among the Borrowers
	
        21

	
        ARTICLE
        4 TAXES, YIELD PROTECTION AND ILLEGALITY
	
        22

	
        4.1
        Taxes
	
        22

	
        4.2
        Illegality
	
        23

	
        4.3
        Increased Costs and Reduction of Return
	
        23

	
        4.4
        Funding Losses
	
        24

	
        4.5
        Inability to Determine Rates
	
        24

	
        4.6
        Certificates of the Collateral Agent
	
        25

	
        4.7
        Survival
	
        25

	
        ARTICLE
        5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
	
        25

	
        5.1
        Books and Records
	
        25

	
        5.2
        Financial Information
	
        25

	
        5.3
        Notices to the Lenders
	
        28

	
        5.4
        Subordinated Debt Certificate
	
        30

	
        ARTICLE
        6 GENERAL WARRANTIES AND REPRESENTATIONS
	
        31

	
        6.1
        Authorization, Validity, and Enforceability of this Agreement and the
        Loan Documents
	
        31







   

  i

  


 




    	
          6.2 Validity and
          Priority of Security Interest
	
          31

	
          6.3 Organization
          and Qualification
	
          32

	
          6.4 Corporate
          Name; Prior Transaction2
	
          32

	
          6.5 Subsidiaries
          and Affiliates
	
          32

	
          6.6 Financial
          Statements and Projections
	
          32

	
          6.7
          Capitalization
	
          33

	
          6.8 Solvency
	
          33

	
          6.9 Debt
	
          33

	
          6.10
          Distributions
	
          33

	
          6.11 Real
          Estate; Leases
	
          33

	
          6.12 Proprietary
          Rights
	
          33

	
          6.13
          Trade Names
	
          34

	
          6.14 Litigation
	
          34

	
          6.15 Labor
          Disputes
	
          34

	
          6.16
          Environmental Laws
	
          34

	
          6.17 No
          Violation of Law
	
          34

	
          6.18 No Default
	
          35

	
          6.19 ERISA
          Compliance
	
          35

	
          6.20 Taxes
	
          36

	
          6.21 Regulated
          Entities
	
          36

	
          6.22 Use of
          Proceeds; Margin Regulations
	
          36

	
          6.23 Copyrights,
          Patents, Trademarks and Licenses, etc.
	
          36

	
          6.24
          No Material Adverse Effect
	
          37

	
          6.25 Full
          Disclosure
	
          37

	
          6.26 Material
          Agreements
	
          37

	
          6.27 Bank
          Accounts
	
          37

	
          6.28
          Governmental Authorization
	
          37

	
          ARTICLE
          7 AFFIRMATIVE AND NEGATIVE COVENANTS
	
          37

	
          7.1 Taxes and
          Other Obligations
	
          38

	
          7.2 Legal
          Existence and Good Standing
	
          38

	
          7.3 Compliance
          with Law and Agreements; Maintenance of Licenses
	
          38

	
          7.4 Maintenance
          of Property; Inspection of Property
	
          38

	
          7.5 Insurance
	
          39

	
          7.6 Insurance
          and Condemnation Proceeds
	
          40

	
          7.7
          Environmental Laws
	
          41

	
          7.8 Compliance
          with ERISA
	
          42

	
          7.9 Mergers,
          Consolidations or Sales
	
          43

	
          7.10
          Distributions; Capital Change; Restricted Investments
	
          44

	
          7.11
          Transactions Affecting Collateral or Obligations
	
          44

	
          7.12 Guaranties
	
          44

	
          7.13 Debt
	
          44

	
          7.14 Prepayment;
          Amendments
	
          45

	
          7.15
          Transactions with Affiliates
	
          45

	
          7.16 Investment
          Banking and Finder’s Fees
	
          45

	
          7.17 Business
          Conducted
	
          46

	
          7.18 Liens
	
          46

	
          7.19 Sale and
          Leaseback Transactions
	
          46

	
          7.20 New
          Subsidiaries
	
          46

	
          7.21 Fiscal Year
	
          46

	
          7.22 Capital
          Expenditures
	
          46

	
          7.23 Fixed
          Charge Coverage Ratio
	
          46

	
          7.24 EBITDA
	
          46





  ii

  

   

   

  	7.25 Minimum Excess
        Availability

      	47

      
	
  7.26 Use of Proceeds

      	
  47

      
	
  7.27 Hedge Agreements

      	
  47

      
	
  7.28 Banking
  Relationships

      	
  48

      
	
  7.29 Repurchase and
  Chassis Floorplan Agreements

      	
  48

      
	
  7.30 Billing and
  Collections

      	
  48

      
	
  7.31 Further Assurances

      	
  48

      
	






ARTICLE 8 CONDITIONS OF
LENDING


        

      	






48


        

      
	
8.1 Conditions Precedent
to Making of Loans on the Closing Date

      	
48

      
	
8.2
Conditions Precedent to Each Loan

      	
51

      
	






ARTICLE 9 DEFAULT;
REMEDIES


        

      	






52


        

      
	
9.1 Events of Default

      	
52

      
	9.2
        Remedies

      	55

      
	






ARTICLE 10 TERM AND
TERMINATION


        

      	






56


        

      
	
10.1 Term and Termination

      	
56

      
	






ARTICLE 11 AMENDMENTS;
WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS


        

      	






57


        

      
	11.1 Amendments and
        Waivers

      	57

      
	11.2 Assignments;
        Participations

      	58

      
	






ARTICLE 12 THE AGENTS


        

      	






60


        

      
	12.1 Appointment and
Authorization

      	60

      
	
12.2 Delegation of Duties

      	
61

      
	
12.3 Liability of the
Collateral Agent

      	
61

      
	12.4 Reliance by the
Collateral Agent

      	61

      
	
12.5 Notice of Default

      	
62

      
	
12.6 Credit Decision

      	
62

      
	12.7 Indemnification

      	62

      
	
12.8 Agent in Individual
Capacity

      	
63

      
	
12.9 Successor Collateral
Agent

      	
63

      
	12.10 Withholding
        Tax

      	63

      
	12.11 Collateral
        Matters

      	65

      
	12.12 Restrictions on
Actions by Lenders; Sharing of Payments

      	66

      
	
12.13 Agency for
Perfection

      	
67

      
	
12.14 Payments by the
Collateral Agent to Lenders

      	
67

      
	12.15
        Settlement

      	67

      
	12.16 Letters of Credit;
Intra-Lender Issues

      	70

      
	
12.17 Concerning the
Collateral and the Related Loan Documents

      	
72

      
	
12.18 Field Audit and
Examination Reports; Disclaimer by Lenders

      	
73

      
	
12.19 Relation Among
Lenders

      	
73

      
	
12.20
Co-Agents

      	
74

      
	






ARTICLE 13 MISCELLANEOUS


        

      	






75


        

      
	
13.1 No Waivers;
Cumulative Remedies

      	
75

      
	
13.2 Severability

      	
75

      
	13.3 Governing Law; Choice
of Forum; Service of Process

      	76

      
	13.4 WAIVER OF JURY TRIAL

      	76

      
	
13.5 Survival of
Representations and Warranties

      	
77

      
	
13.6 Other Security and
Guaranties

      	
77

      
	
13.7 Fees and Expenses

      	
77

      








  iii

  


   


 

  	
13.8 Notices

      	
78

      
	
13.9
Waiver of Notices

      	
80

      
	
13.10 Binding Effect

      	
80

      
	
13.11 Indemnity of the
Agents and the Lenders by the Borrowers

      	
80

      
	
13.12 Limitation of
Liability

      	
81

      
	
13.13 Final Agreement

      	
81

      
	
13.14 Counterparts

      	
82

      
	
13.15 Captions

      	
82

      
	
13.16 Right of Setoff

      	
82

      
	13.17
        Confidentiality

      	82

      
	13.18 Conflicts with Other
Loan Documents

      	83

      




   



  iv

  


 


 


ANNEXES, EXHIBITS AND
SCHEDULES


 

ANNEX A - DEFINED TERMS

EXHIBIT A - FORM OF
BORROWING BASE CERTIFICATE

EXHIBIT B - FORM OF NOTICE
OF BORROWING

EXHIBIT C - FINANCIAL
STATEMENTS

EXHIBIT D - FORM OF NOTICE
OF CONTINUATION/CONVERSION

EXHIBIT E - FORM OF
ASSIGNMENT AND ACCEPTANCE AGREEMENT

EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE

SCHEDULE 1.1 - LENDERS’
COMMITMENTS (ANNEX A - DEFINED TERMS)

SCHEDULE 6.3 - ORGANIZATION AND QUALIFICATIONS

SCHEDULE 6.4 - PRIOR
NAMES / TRANSACTIONS

SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES

SCHEDULE 6.7 - CAPITALIZATION

SCHEDULE 6.9 - DEBT

SCHEDULE 6.11 - REAL
ESTATE; LEASES

SCHEDULE 6.12 - PROPRIETARY RIGHTS

SCHEDULE 6.13 - TRADE
NAMES

SCHEDULE 6.14 - LITIGATION

SCHEDULE 6.15 - LABOR
DISPUTES

SCHEDULE 6.16 - ENVIRONMENTAL LAW

SCHEDULE 6.26 - MATERIAL
AGREEMENTS

SCHEDULE 6.27 - BANK
ACCOUNTS

SCHEDULE 7.10 - EXISTING
INVESTMENTS

SCHEDULE 7.15 - AFFILIATE TRANSACTIONS

SCHEDULE 7.18 - PERMITTED LIENS

 






  v/

  

   



CREDIT AGREEMENT


 

This Credit Agreement,
dated as of July 23, 2001, (this "Agreement") among the
financial institutions from time to time parties hereto (such financial
institutions, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), Bank of America, N.A., as
administrative agent, syndication agent and existing titled collateral agent (in
such capacity, the "Administrative Agent", "Syndication
Agent" and "Existing Titled Collateral Agent") and as
Letter of Credit Issuer, The CIT Group/Business Credit, Inc., as collateral
agent for the Lenders (in such capacity, the "Collateral Agent";
the Administrative Agent, the Syndication Agent, the Existing Titled Collateral
Agent and the Collateral Agent, collectively, the "Agents" and,
individually, an "Agent"), and Miller Industries, Inc., a
Tennessee corporation ("Parent"), and each of the other Miller
Borrowers and Road One Borrowers, as such terms are hereafter defined (Parent
and the other Miller Borrowers and Road One Borrowers, collectively, "Borrowers",
and, individually, a "Borrower").

 


W
I T N E S S E T H:

 

WHEREAS, the Borrowers
have requested the Lenders to make available to the Borrowers a credit facility
on the terms set forth herein, which credit facility the Borrowers will use for
the purposes permitted hereunder; and

WHEREAS, in order to
utilize the financial powers of the Borrowers in the most efficient and
economical manner, and in order to facilitate the financing of the Borrowers’
working capital needs, the Lenders will, at the request of the Borrowers, extend
financial accommodations to the Borrowers based on the combined borrowing bases
of the Miller Borrowers and the RoadOne Borrowers in accordance with the
provisions set forth in this Agreement; and

WHEREAS, the Borrowers’
business is a mutual and collective enterprise and the Borrowers believe that
the consolidation of all loans and other financial accommodations under this
Agreement will enhance the aggregate borrowing powers of the Borrowers and
facilitate the administration of their loan relationship with the Agents and the
Lenders, all to the mutual advantage of the Borrowers; and

WHEREAS, each Borrower
acknowledges that it will receive substantial direct and indirect benefits by
reason of the making of loans and other financial accommodations to the other
Borrowers as provided in this Agreement, by virtue of the Borrowers’ various
inter-relationships as joint guarantors or joint obligors and the beneficiaries
thereof, as lessors and lessees, as suppliers and customers, and as joint
venturers; and



 

WHEREAS, the Agents’
and the Lenders’ willingness to extend financial accommodations to the
Borrowers, and to administer the Borrowers’ collateral security therefor, on a
combined basis as more fully set forth in this Agreement, is done solely as an
accommodation to the Borrowers and at the Borrowers’ request and in
furtherance of the Borrowers’ mutual and collective enterprise; and

WHEREAS, capitalized
terms used in this Agreement and not otherwise defined herein shall have the
meanings ascribed thereto in Annex A which is attached hereto and
incorporated herein; the rules of construction contained therein shall govern
the interpretation of this Agreement; and all Annexes, Exhibits and Schedules
attached hereto are incorporated herein by reference; and

WHEREAS, based on the
foregoing, the Agents and the Lenders have agreed to make available to the
Borrowers a credit facility upon the terms and conditions set forth in this
Agreement.

NOW, THEREFORE, in
consideration of the mutual conditions and agreements set forth in this
Agreement, and for good and valuable consideration, the receipt of which is
hereby acknowledged, the Lenders, the Agents, the Letter of Credit Issuer and
the Borrowers hereby agree as follows.

ARTICLE
1

LOANS AND LETTERS OF CREDIT


    1.1
           Total Facility. 
     Subject to all of the
terms and conditions of this Agreement, the Lenders agree to make available a
total credit facility of up to $110,000,000 (the "Total Facility")
to the Borrowers from time to time during the term of this Agreement. The Total
Facility shall be composed of a revolving line of credit consisting of Revolving
Loans and Letters of Credit and the Term Loans described herein.



    1.2
           Revolving Loans.

(a)       Amounts.
Subject to the terms and conditions set forth in this Agreement, each Lender
severally, but not jointly, agrees, upon any Borrower’s request from time to
time on any Business Day during the period from the Closing Date to the
Termination Date, to make revolving loans (the "Revolving Loans")
to (i) the Miller Borrowers in amounts not to exceed such Lender’s Pro Rata
Share of the Miller Borrowing Base, and (ii) the RoadOne Borrowers in amounts
not to exceed such Lender’s Pro Rata Share of the RoadOne Borrowing Base;
provided, however, that in no event shall (A) the Aggregate Revolver
Outstandings exceed Availability, (B) the Aggregate Miller Revolver Outstandings
exceed Miller Availability, or (C) the Aggregate RoadOne Revolver Outstandings
exceed RoadOne Availability. The Lenders, however, in their unanimous
discretion, may elect to make Revolving Loans or issue or arrange to have issued
Letters of Credit in excess of the Miller Borrowing Base and/or the RoadOne 

 

-2-




Borrowing Base on one or more occasions, but if they do so, neither the
Collateral Agent nor the Lenders shall be deemed thereby to have changed the
limits of the Miller Borrowing Base or the RoadOne Borrowing Base or to be
obligated to exceed such limits on any other occasion. If (A) the Aggregate
Miller Revolver Outstandings would exceed Miller Availability after giving
effect to any Borrowing, (B) the Aggregate RoadOne Revolver Outstandings would
exceed RoadOne Availability after giving effect to any Borrowing, or (C) the
Aggregate Revolver Outstandings would exceed Availability after giving effect to
any Borrowing, the Lenders may refuse to make or may otherwise restrict the
making of Revolving Loans as the Lenders determine until such excess has been
eliminated, subject to the Collateral Agent’s authority, in its sole
discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

        (b)       Procedure
        for Borrowing.

(1)     Each Borrowing
shall be made upon a Borrower’s irrevocable written notice delivered to the
Collateral Agent in the form of a notice of borrowing ("Notice of
Borrowing"), which must be received by the Collateral Agent prior to (i)
12:00 noon (Atlanta, Georgia time) three (3) Business Days prior to the
requested Funding Date, in the case of LIBOR Rate Loans, and (ii) 12:00 noon
(Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate
Loans, specifying:

(A)     whether the
Borrowing is being made by a Miller Borrower or a RoadOne Borrower;

(B)     the amount of the
Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed
$1,000,000 (and increments of $500,000 in excess of such amount);

(C)     the requested
Funding Date, which must be a Business Day;

(D)     whether the
Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving
Loans (and if not specified, it shall be deemed a request for a Base Rate
Revolving Loan); and

(E)     the duration of the
Interest Period for LIBOR Revolving Loans (and if not specified, it shall be
deemed a request for an Interest Period of one month);


provided,
however, that with respect to the Borrowing to be made on the Closing
Date, such Borrowings will consist of Base Rate Revolving Loans only.

(2)     In
lieu of delivering a Notice of Borrowing, a Borrower may give the Collateral
Agent telephonic notice of such request for advances to the Designated Account
on or before the deadline set forth above. The Collateral Agent at all times
shall be entitled to rely on such telephonic notice in making such Revolving
Loans, regardless of whether any written confirmation is received.

-3-



 

(3)     Whenever checks,
ACH transfers or similar items are presented to Bank of America for payment
against a Designated Account or any other account of a Borrower maintained with
Bank of America in an amount greater than the then available balance in such
accounts, such presentation shall be deemed to be a request for a Base Rate
Revolving Loan on the date of such presentation in an amount equal to the excess
of such checks over such available balances, and such request shall be
irrevocable. The Borrowers’ Agent shall promptly notify the Collateral Agent
(which notice may be telephonic) of any such deemed request for a Base Rate
Revolving Loan. If all of the conditions precedent to the making of such Base
Rate Revolving Loan are satisfied, the Collateral Agent shall make the election
described in Section 1.2(f) and such Base Rate Revolving Loan shall be
funded accordingly. If all of the conditions precedent to the making of such
Base Rate Revolving Loan are not satisfied, and any such ACH transfer or similar
item may not in Bank of America’s reasonable judgment be returned or rejected
by Bank of America, the Lenders agree, notwithstanding the failure of the
Borrowers to satisfy the conditions precedent to the making of such Base Rate
Revolving Loan or anything to the contrary contained in this Agreement, to make
one or more Loans in the amount of such ACH transfer or similar item.

(4)     At the election of
the Required Lenders, the Borrowers shall have no right to request a LIBOR Loan
while a Default or Event of Default has occurred and is continuing.

(c)     Reliance upon
Authority. Prior to the Closing Date, the Borrowers shall deliver to the
Collateral Agent a notice setting forth the separate accounts of the Miller
Borrowers and the RoadOne Borrowers maintained with Bank of America (the "Designated
Accounts") to which the Collateral Agent is authorized to transfer the
proceeds of the Revolving Loans requested hereunder. The Borrowers may designate
replacement Designated Accounts from time to time by written notice. Such
Designated Accounts must be reasonably satisfactory to the Collateral Agent. The
Collateral Agent is entitled to rely conclusively on any person’s request for
Revolving Loans on behalf of any Borrower, so long as the proceeds thereof are
to be transferred to a Designated Account. The Collateral Agent has no duty to
verify the identity of any individual representing himself or herself as a
person authorized by any Borrower to make such requests on its behalf.

(d)     No Liability.
The Collateral Agent shall not incur any liability to any Borrower as a result
of acting upon any notice referred to in Sections 1.2(b) and (c),
which the Collateral Agent believes in good faith to have been given by an
officer or other person duly authorized by any Borrower to request Revolving
Loans on its behalf. The crediting of Revolving Loans to a Designated Account
conclusively establishes the obligation of the Borrowers to repay such Revolving
Loans as provided herein.

(e)     Notice
Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof)
made pursuant to Section 1.2(b) shall be irrevocable. The Borrowers
shall be bound to borrow the funds requested therein in accordance therewith.

(f)     Collateral Agent’s
Election. Promptly after receipt of a Notice of Borrowing (or telephonic
notice in lieu thereof), the Collateral Agent shall elect to have the terms of Section
1.2(g) or the terms of Section 1.2(h) apply to such requested
Borrowing. If CIT declines in its sole discretion to make a Non-Ratable Loan
pursuant to Section 1.2(h), the terms of Section 1.2(g)
shall apply to the requested Borrowing.

 

-4-



 

(g)     Making of
Revolving Loans. If the Collateral Agent elects to have the terms of this Section
1.2(g) apply to a requested Borrowing, then promptly after receipt of a
Notice of Borrowing or telephonic notice in lieu thereof, the Collateral Agent
shall notify the Lenders by telecopy, telephone or e-mail of the requested
Borrowing. Each Lender shall transfer its Pro Rata Share of the requested
Borrowing to the Collateral Agent in immediately available funds, to the account
from time to time designated by the Collateral Agent, not later than 1:00 p.m.
(Atlanta, Georgia time) on the applicable Funding Date. After the Collateral
Agent’s receipt of all proceeds of such Revolving Loans, the Collateral Agent
shall make the proceeds of such Revolving Loans available to the Borrowers on
the applicable Funding Date by transferring same day funds to the account
designated by the applicable Borrower; provided, however, that the
amount of Revolving Loans so made on any date shall be permitted in accordance
with Section 1.2(a).

        (h)     Making
        of Non-Ratable Loans.

(A)     If the Collateral
Agent elects, with the consent of CIT, to have the terms of this Section
1.2(h) apply to a requested Borrowing, CIT shall make a Revolving Loan in
the amount of that Borrowing available to the Borrowers on the applicable
Funding Date by transferring same day funds to the applicable Designated
Account. Each Revolving Loan made solely by CIT pursuant to this Section is
herein referred to as a "Non-Ratable Loan", and such Revolving
Loans are collectively referred to as the "Non-Ratable Loans."
Each Non-Ratable Loan shall be subject to all the terms and conditions
applicable to other Revolving Loans except that all payments thereon shall be
payable to CIT solely for its own account. The Collateral Agent shall not
request CIT to make any Non-Ratable Loan if (1) the Collateral Agent has
received written notice from any Lender that one or more of the applicable
conditions precedent set forth in Article 8 will not be satisfied on
the requested Funding Date for the applicable Borrowing, or (2) the
requested Borrowing would exceed the applicable amount permitted under Section
1.2 on that Funding Date.

(B)     The Non-Ratable
Loans shall be secured by the Agent’s Liens in and to the Collateral and shall
constitute Base Rate Revolving Loans and Obligations hereunder.

        (i)     Agent
        Advances.

(A)     Subject to the
limitations set forth below, the Collateral Agent is authorized by the Borrowers
and the Lenders, from time to time in the Collateral Agent’s sole discretion,
(1) after the occurrence of a Default or an Event of Default, or (2) at any time
that any of the other conditions precedent set forth in Article 8
have not been satisfied, to make Base Rate Revolving Loans to the Borrowers on
behalf of the Lenders in an aggregate amount outstanding at any time not to
exceed $3,000,000, but not in excess of the Maximum Revolver Amount, which the
Collateral Agent, in its reasonable business judgment, deems necessary or
desirable (1) to preserve or protect the Collateral, or any portion thereof, (2)
to enhance the likelihood of, or

 

-5-



 

maximize the amount of, repayment of the Loans
and other Obligations (including through Base Rate Revolving Loans for the
purpose of enabling the Borrowers to meet payroll and associated tax
obligations), or (3) to pay any other amount chargeable to the Borrowers
pursuant to the terms of this Agreement, including costs, fees and expenses as
described in Section 13.7 (any of such advances are herein referred
to as "Agent Advances"); provided, that Agent Advances
shall not be outstanding for more than sixty (60) consecutive days; provided, further, that the Required Lenders may at any time revoke the Collateral
Agent’s authorization to make Agent Advances. Any such revocation must be in
writing and shall become effective prospectively upon the Collateral Agent’s
receipt thereof.

(B)     The Agent Advances
shall be secured by the Agent’s Liens in and to the Collateral and shall
constitute Base Rate Revolving Loans and Obligations hereunder.

(j)     Adjustments to
Revolver Amounts. The Borrowers’ Agent may from time to time, at its
option upon at least five (5) Business Days’ prior written notice to the
Collateral Agent, adjust the respective amounts of the Maximum Miller Revolver
Amount and the Maximum RoadOne Revolver Amount, so long as (i) no Default or
Event of Default then exists or will result therefrom, (ii) any such adjustment
shall be in a minimum amount of $1,000,000 and integral multiples of $1,000,000
in excess thereof, and (iii) the aggregate amount of the Maximum Miller Revolver
Amount and the Maximum RoadOne Revolver Amount, as adjusted, shall equal the
Maximum Revolver Amount. The Collateral Agent shall promptly notify each Lender
of receipt by the Collateral Agent of any notice from the Borrowers’ Agent
pursuant to this Section 1.2(j).

    1.3
         Term Loans.

(a)     Amounts of Term
Loans. Each Lender severally agrees to make a term loan (any such term loan
being referred to as a "Term Loan" and such term loans being
referred to collectively as the "Term Loans") to the Borrowers
on the Closing Date, upon the satisfaction of the conditions precedent set forth
in Article 8, in an amount equal to such Lender’s Pro Rata Share of
$8,000,000. The Term Loans shall initially be Base Rate Term Loans.

(b)     Making of Term
Loans. Each Lender shall make the amount of such Lender’s Term Loan
available to the Collateral Agent in same day funds, to the Collateral Agent’s
designated account, not later than 3:00 p.m. (Atlanta, Georgia time) on the
Closing Date. After the Collateral Agent’s receipt of the proceeds of such
Term Loans, upon satisfaction of the conditions precedent set forth in Article 8,
the Collateral Agent shall make the proceeds of such Term Loans available to the
Borrowers on such Funding Date by transferring same day funds equal to the
proceeds of such Term Loans received by the Collateral Agent to the Designated
Account.

(c)     Term Loan
Amortization. The Term Loan shall be due and payable in consecutive monthly
principal installments of $167,000 each on the first day of each calendar month,
commencing on August 1, 2001, with a final principal installment of all
unpaid principal due and payable on the Termination Date. Each such installment
shall be payable to the Collateral

-6-



 

 Agent for the account of the applicable
Lenders. Payments or prepayments of the Term Loans may not be reborrowed.

    1.4
         Letters
    of Credit.

(a)     Agreement to
Issue or Cause To Issue. Subject to the terms and conditions of this
Agreement, the Collateral Agent agrees to cause the Letter of Credit Issuer to
issue, and the Letter of Credit Issuer agrees to issue, for the account of the
Borrowers, one or more commercial/documentary and standby letters of credit
(each a "Letter of Credit").

(b)     Amounts; Outside
Expiration Date. The Collateral Agent shall not have any obligation to cause
to be issued, and the Letter of Credit Issuer shall not have any obligation to
issue, any Letter of Credit at any time if: (i) the maximum face amount of the
requested Letter of Credit is greater than the Unused Letter of Credit
Subfacility at such time; (ii) the maximum undrawn amount of the requested
Letter of Credit and all commissions, fees, and charges due from the Borrowers
in connection with the opening thereof (A) would exceed Availability at such
time, (B) in the case of any Letter of Credit requested by a Miller Borrower,
would exceed the maximum amount of Revolving Loans that could be incurred by the
Miller Borrowers at such time in accordance with Section 1.2, or (C) in
the case of any Letter of Credit requested by a RoadOne Borrower, would exceed
the maximum amount of Revolving Loans that could be incurred by the RoadOne
Borrowers at such time in accordance with Section 1.2; or (iii) such
Letter of Credit has an expiration date less than thirty (30) days prior to the
Stated Termination Date or more than 12 months from the date of issuance for
standby letters of credit and one hundred eighty (180) days for documentary
letters of credit. With respect to any Letter of Credit which contains any
"evergreen" or automatic renewal provision, each Lender shall be
deemed to have consented to any such extension or renewal unless any such Lender
shall have provided to the Collateral Agent and the Letter of Credit Issuer
written notice that it declines to consent to any such extension or renewal at
least thirty (30) days prior to the date on which the Letter of Credit Issuer is
entitled to decline to extend or renew the Letter of Credit. If all of the
requirements of this Section 1.4 are met and no Default or Event of
Default has occurred and is continuing, no Lender shall decline to consent to
any such extension or renewal.

(c)     Other Conditions.
In addition to conditions precedent contained in Article 8, the
obligation of the Collateral Agent to cause to be issued, and the Letter of
Credit Issuer to issue, any Letter of Credit is subject to the following
conditions precedent having been satisfied in a manner reasonably satisfactory
to the Collateral Agent and the Letter of Credit Issuer:

(1)     The Borrowers shall
have delivered to the Letter of Credit Issuer, at such times and in such manner
as such Letter of Credit Issuer may prescribe, an application in form and
substance satisfactory to the Letter of Credit Issuer and reasonably
satisfactory to the Collateral Agent for the issuance of the Letter of Credit
and such other documents as may be required pursuant to the terms thereof, and
the form, terms and purpose of the proposed Letter of Credit shall be reasonably
satisfactory to the Collateral Agent and the Letter of Credit Issuer; and

 

-7-



 

(2)     As of the date of
issuance, no order of any court, arbitrator or Governmental Authority shall
purport by its terms to enjoin or restrain money center banks generally from
issuing letters of credit of the type and in the amount of the proposed Letter
of Credit, and no law, rule or regulation applicable to money center banks
generally and no request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over money center banks
generally shall prohibit, or request that the proposed Letter of Credit Issuer
refrain from, the issuance of letters of credit generally or the issuance of
such Letters of Credit.

        (d)     Issuance
        of Letters of Credit.

(1)     Request for
Issuance. The Borrowers must notify the Collateral Agent and the Letter of
Credit Issuer of a requested Letter of Credit at least three (3) Business Days
prior to the proposed issuance date. Such notice shall be irrevocable and must
specify the original face amount of the Letter of Credit requested, the Business
Day of issuance of such requested Letter of Credit, whether such Letter of
Credit may be drawn in a single or in partial draws, the Business Day on which
the requested Letter of Credit is to expire, the purpose for which such Letter
of Credit is to be issued, the beneficiary of the requested Letter of Credit,
and whether the requested Letter of Credit is for the account of a Miller
Borrower or a RoadOne Borrower. The Borrowers shall attach to such notice the
proposed form of the Letter of Credit.

(2)     Responsibilities
of the Collateral Agent; Issuance. As of the Business Day immediately
preceding the requested issuance date of the Letter of Credit, the Collateral
Agent shall determine the amount of the applicable Unused Letter of Credit
Subfacility, Availability, and Miller Availability and RoadOne Availability, as
the case may be. If (a) the face amount of the requested Letter of Credit is
less than the Unused Letter of Credit Subfacility and (b) the amount of such
requested Letter of Credit and all commissions, fees, and charges due from the
Borrowers in connection with the opening thereof would not cause the Borrowers
to exceed Availability (and would also not cause the Miller Borrowers to exceed
Miller Availability, in the case of any Letter of Credit requested by a Miller
Borrower, or the RoadOne Borrowers to exceed RoadOne Availability, in the case
of any Letter of Credit issued for the account of a RoadOne Borrower), the
Collateral Agent shall cause the Letter of Credit Issuer to issue, and the
Letter of Credit Issuer shall issue, the requested Letter of Credit on the
requested issuance date so long as the other conditions hereof are met.

(3)     No Extensions or
Amendment. The Collateral Agent shall not be obligated to cause the Letter
of Credit Issuer to extend or amend, and the Letter of Credit Issuer shall not
be obligated to extent or amend, any Letter of Credit issued pursuant hereto
unless the requirements of this Section 1.4 are met as though a new
Letter of Credit were being requested and issued.

(e)     Payments
Pursuant to Letters of Credit. The Borrowers agree to reimburse immediately
the Letter of Credit Issuer for any draw under any Letter of Credit, and to pay
the Letter of Credit Issuer the amount of all other charges and fees payable to
the Letter of Credit Issuer in connection with any Letter of Credit immediately
when due, irrespective of any claim, setoff, defense or other right which the
Borrowers may have at any time against the Letter

 

-8-



 

of Credit Issuer or any other
Person. Each drawing under any Letter of Credit shall constitute a request by
the Borrowers to the Collateral Agent for a Borrowing of a Base Rate Revolving
Loan in the amount of such drawing. The Funding Date with respect to such
Borrowing shall be the date of such drawing.

        (f)     Indemnification;
        Exoneration; Power of Attorney.

(1)     Indemnification.
In addition to amounts payable as elsewhere provided in this Section 1.4,
the Borrowers agree to protect, indemnify, pay and save the Lenders, the Letter
of Credit Issuer and the Collateral Agent harmless from and against any and all
claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys’ fees) which any Lender, the Letter of Credit
Issuer or the Collateral Agent may incur or be subject to as a consequence,
direct or indirect, of the issuance of any Letter of Credit, except to the
extent of such Person’s gross negligence or willful misconduct. The Borrowers’
obligations under this Section shall survive payment of all other Obligations.

(2)     Assumption of
Risk by the Borrowers. As among the Borrowers, the Lenders, the Letter of
Credit Issuer and the Collateral Agent, the Borrowers assume all risks of the
acts and omissions of, or misuse of any of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, the Lenders, the Letter of Credit Issuer and the
Collateral Agent shall not be responsible for: (A) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any Person in connection with the application for and issuance of and
presentation of drafts with respect to any of the Letters of Credit, even if it
should prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (B) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (C) the
failure of the beneficiary of any Letter of Credit to comply duly with
conditions required in order to draw upon such Letter of Credit; (D) errors,
omissions, interruptions, or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(E) errors in interpretation of technical terms; (F) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (G) the misapplication by
the beneficiary of any Letter of Credit of the proceeds of any drawing under
such Letter of Credit; (H) any consequences arising from causes beyond the
control of the Lenders, the Letter of Credit Issuer or the Collateral Agent,
including any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Authority;
or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any
certificate fails to comply in any respect with the terms of the Letter of
Credit. None of the foregoing shall affect, impair or prevent the vesting of any
rights or powers of the Collateral Agent, the Letter of Credit Issuer or any
Lender under this Section 1.4(f).

(3)     Exoneration.
Without limiting the foregoing, no action or omission whatsoever by the
Collateral Agent, the Letter of Credit Issuer or any Lender shall result in any
liability of the Collateral Agent, the Letter of Credit Issuer or any Lender to
any Borrower,

 

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or relieve any Borrower of any of its obligations hereunder to any
such Person, except to the extent of such Person’s gross negligence or willful
misconduct.

(4)     Rights Against
Letter of Credit Issuer. Nothing contained in this Agreement is intended to
limit the Borrowers’ rights, if any, with respect to the Letter of Credit
Issuer which arise as a result of the letter of credit application and related
documents executed by and between any Borrower and the Letter of Credit Issuer.

(5)     Account Party.
The Borrowers hereby authorize and direct the Letter of Credit Issuer to name
the applicable Borrower as the "Account Party" in any Letter of Credit
and to deliver to the Collateral Agent all instruments, documents and other
writings and property received by the Letter of Credit Issuer pursuant to the
Letter of Credit, and to accept and rely upon the Collateral Agent’s
instructions and agreements with respect to all matters arising in connection
with the Letter of Credit or the application therefor.

(g)     Supporting
Letter of Credit; Cash Collateral. If, notwithstanding the provisions of Section
1.4(b) and Section 10.1, any Letter of Credit is outstanding upon the
termination of this Agreement, then upon such termination the Borrowers shall
deposit with the Letter of Credit Issuer, for the benefit of the Collateral
Agent, the Letter of Credit Issuer and the Lenders, with respect to each Letter
of Credit then outstanding, a standby letter of credit (a "Supporting
Letter of Credit") in form and substance satisfactory to the Collateral
Agent and the Letter of Credit Issuer, issued by an issuer satisfactory to the
Collateral Agent and the Letter of Credit Issuer in an amount equal to 103% of
the greatest amount for which such Letter of Credit may be drawn plus any fees
and expenses associated with such Letter of Credit, under which Supporting
Letter of Credit the Letter of Credit Issuer is entitled to draw amounts
necessary to reimburse the Collateral Agent, the Letter of Credit Issuer and the
Lenders for payments to be made by the Collateral Agent, the Letter of Credit
Issuer and the Lenders under such Letter of Credit and any fees and expenses
associated with such Letter of Credit. Such Supporting Letter of Credit shall be
held by the Letter of Credit Issuer, for the ratable benefit of the Collateral
Agent, the Letter of Credit Issuer and the Lenders, as security for, and to
provide for the payment of, the aggregate undrawn amount of such Letters of
Credit remaining outstanding.

(h)     Successor Letter
of Credit Issuer. The Letter of Credit Issuer may resign as Letter of Credit
Issuer upon at least thirty (30) days’ prior notice to the Collateral Agent,
the Lenders and the Borrowers’ Agent, such resignation to be effective upon
the acceptance of a successor agent to its appointment as the Letter of Credit
Issuer. In the event Bank of America sells all of its Commitment and Loans as
part of a sale, transfer or other disposition by Bank of America of
substantially all of its loan portfolio, Bank of America shall resign as the
Letter of Credit Issuer and such purchaser or transferee shall become the
successor Letter of Credit Issuer hereunder. Subject to the foregoing, if the
Letter of Credit Issuer resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor Letter of Credit Issuer. If no
successor Letter of Credit Issuer is appointed prior to the effective date of
the resignation of the Letter of Credit Issuer, the Letter of Credit Issuer may
appoint, after consulting with the Collateral Agent, the Lenders and the
Borrowers’ Agent, a successor Letter of Credit Issuer from among the Lenders.
Upon the acceptance of its appointment as successor

 

 

-10-



Letter of Credit Issuer
hereunder, such successor Letter of Credit Issuer shall succeed to all the
rights, powers and duties of the retiring Letter of Credit Issuer and the term
"Letter of Credit Issuer" shall mean such successor Letter of Credit
Issuer and the retiring Letter of Credit Issuer’s appointment, powers and
duties as Letter of Credit Issuer shall be terminated. After any retiring Letter
of Credit Issuer’s resignation hereunder as Letter of Credit Issuer, the
provisions of this Agreement shall continue to inure to its benefit as to any
actions taken or omitted to be taken by it while it was Letter of Credit Issuer
under this Agreement.

(i)     Existing Letter
of Credit. Each of the Borrowers, the Lenders and the Agents agrees that the
Existing Letter of Credit shall be deemed a Letter of Credit for all purposes of
this Agreement as if the Existing Letter of Credit was issued on the date
hereof, and the Letter of Credit Issuer shall be entitled to all the benefits as
Letter of Credit Issuer and to all the obligations of the Borrowers under this
Agreement with respect to the Existing Letter of Credit.


    1.5
         Bank
    Products.     The Borrowers may
request and the Agents may, in their sole and absolute discretion, arrange for
the Borrowers to obtain from CIT or Bank of America, or their respective
Affiliates, Bank Products, although the Borrowers are not required to do so. If
Bank Products are provided by an Affiliate of CIT or Bank of America, the
Borrowers agree to indemnify and hold the Agents, CIT and Bank of America, and
the Lenders harmless from any and all costs and obligations now or hereafter
incurred by the Agents, CIT or Bank of America, or any of the Lenders which
arise from any indemnity given by any Agent to its Affiliates related to such
Bank Products; provided, however, nothing contained herein is
intended to limit the Borrowers’ rights, with respect to CIT or Bank of
America or their Affiliates, if any, which arise as a result of the execution of
documents by and between the Borrowers and CIT or Bank of America which relate
to Bank Products. The agreement contained in this Section shall survive
termination of this Agreement. The Borrowers acknowledge and agree that the
obtaining of Bank Products from CIT and Bank of America, or their respective
Affiliates (a) is in the sole and absolute discretion of CIT and Bank of
America, or their respective Affiliates, and (b) is subject to all rules and
regulations of CIT and Bank of America, or their respective Affiliates.


ARTICLE
2

INTEREST AND FEES


    2.1
         Interest.

(a)     Interest Rates.
All outstanding Obligations shall bear interest on the unpaid principal amount
thereof (including, to the extent permitted by law, on interest thereon not paid
when due) from the date made until paid in full in cash at a rate determined by
reference to the Base Rate or the LIBOR Rate plus the Applicable Margins
as set forth below, but not to exceed the Maximum Rate. If at any time Loans are
outstanding with respect to which the Borrowers have not delivered to the
Collateral Agent a notice specifying the basis for determining the interest rate
applicable thereto in accordance herewith, those Loans shall bear interest at a
rate determined by reference to the Base Rate until notice to the contrary has
been given to the Collateral Agent in accordance with this Agreement and such
notice has become effective. Except as otherwise provided herein, the
outstanding Obligations shall bear interest as follows:

 

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        (i)     For all
        Base Rate Term Loans at a fluctuating per annum rate equal to the Base
        Rate plus the Applicable Margin;

        (ii)     For all
        Base Rate Revolving Loans and other Obligations (other than Base Rate
        Term Loans and LIBOR Rate Loans) at a fluctuating per annum rate equal
        to the Base Rate plus the Applicable Margin;

        (iii)     For all
        LIBOR Term Loans at a per annum rate equal to the LIBOR Rate plus
        the Applicable Margin; and

        (iv)     For all
        LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate plus
        the Applicable Margin.




Each change in the Base
Rate shall be reflected in the interest rate applicable to Base Rate Loans as of
the effective date of such change. All interest charges shall be computed on the
basis of a year of three hundred sixty (360) days and actual days elapsed (which
results in more interest being paid than if computed on the basis of a 365-day
year). The Borrowers shall pay to the Collateral Agent, for the ratable benefit
of Lenders, interest accrued on all Base Rate Loans in arrears on the first day
of each month hereafter and on the Termination Date. The Borrowers shall pay to
the Collateral Agent, for the ratable benefit of Lenders, interest on all LIBOR
Rate Loans in arrears on each LIBOR Interest Payment Date.

(b)     Default Rate.
If any Event of Default occurs and is continuing and the Collateral Agent or the
Required Lenders in their discretion so elect, then, while any such Event of
Default is continuing, all of the Obligations shall bear interest at the Default
Rate applicable thereto.

    2.2
         Continuation
    and Conversion Elections.

        (a)     The
        Borrowers may:




        (i)     elect, as
        of any Business Day, in the case of Base Rate Loans, to convert any Base
        Rate Loans (or any part thereof in an amount not less than $1,000,000,
        or that is in an integral multiple of $500,000 in excess thereof) into
        LIBOR Rate Loans; or

        (ii)     elect, as
        of the last day of the applicable Interest Period, to continue any LIBOR
        Rate Loans having Interest Periods expiring on such day (or any part
        thereof in an amount not less than $1,000,000, or that is in an integral
        multiple of $500,000 in excess thereof);





provided,
that if at any time the aggregate amount of LIBOR Rate Loans in respect of any
Borrowing is reduced, by payment, prepayment, or conversion of part thereof, to
be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into
Base Rate Loans; provided further that if the notice shall fail to
specify the duration of the Interest Period, such Interest Period shall be one
month.

 

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(b)     The Borrowers shall
deliver a notice of continuation/conversion ("Notice of
Continuation/Conversion") to the Collateral Agent not later than 12:00
noon (Atlanta, Georgia time) at least three (3) Business Days in advance of the
Continuation/Conversion Date, if the Loans are to be converted into or continued
as LIBOR Rate Loans and specifying:




            (i)     the
            proposed Continuation/Conversion Date;

            (ii)     the
            aggregate amount of Loans to be converted or renewed;

            (iii)     the
            type of Loans resulting from the proposed conversion or
            continuation; and

            (iv)     the
            duration of the requested Interest Period, provided, however,
            the Borrowers may not select an Interest Period that ends after the
            Stated Termination Date.




(c) If upon the
expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers
have failed to select timely a new Interest Period to be applicable to LIBOR
Rate Loans or at the election of the Required Lenders if any Default or Event of
Default then exists, the Borrowers shall be deemed to have elected to convert
such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date
of such Interest Period.

(d) The Collateral
Agent will promptly notify each Lender of its receipt of a Notice of
Continuation/Conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Loans with
respect to which the notice was given held by each Lender.

(e) There may not be
more than five different LIBOR Rate Loans in effect hereunder at any time.

2.3
         Maximum Interest Rate. In no event shall any
interest rate provided for hereunder exceed the maximum rate legally chargeable
by the Lenders under applicable law with respect to loans of the type provided
for hereunder (the "Maximum Rate"). To the extent permitted by
applicable law, if, in any month, any interest rate, absent such limitation,
would have exceeded the Maximum Rate, then the interest rate for that month
shall be the Maximum Rate, and, if in future months, that interest rate would
otherwise be less than the Maximum Rate, then that interest rate shall remain at
the Maximum Rate until such time as the amount of interest paid hereunder equals
the amount of interest which would have been paid if the same had not been
limited by the Maximum Rate. In the event that, upon payment in full of the
Obligations, the total amount of interest paid or accrued under the terms of
this Agreement is less than the total amount of interest which would, but for
this Section 2.3, have been paid or accrued if the interest rate
otherwise set forth in this Agreement had at all times been in effect, then the
Borrowers shall, to the extent permitted by applicable law, pay the Collateral
Agent, for the account of the Lenders, an amount equal to the excess of (a) the
lesser of (i) the amount of interest which would have been charged if the
Maximum Rate had, at all times,

 

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been in effect or (ii) the amount of
interest which would have accrued had the interest rate otherwise set forth in
this Agreement, at all times, been in effect over (b) the amount of interest
actually paid or accrued under this Agreement. If a court of competent
jurisdiction determines that the Collateral Agent and/or any Lender has received
interest and other charges hereunder in excess of the Maximum Rate, to the
extent permitted by applicable law such excess shall be deemed received on
account of, and shall automatically be applied to reduce, the Obligations other
than interest, in the inverse order of maturity, and if there are no Obligations
outstanding, the Collateral Agent and/or such Lender shall refund to the
Borrowers’ Agent such excess.

    2.4
         Closing
    and Other  Fees. The Borrowers agree
to pay the Agents, on the due dates therefor, such closing and other fees as set
forth in the Fee Letter.



    2.5
         Unused
    Line Fee. On the first day of
each month and on the Termination Date, the Borrowers agree to pay (a) to the
Collateral Agent, for the account of the Lenders, in accordance with their
respective Pro Rata Shares, an unused line fee (the "Unused Line Fee")
equal to one-half of one percent (0.50%) per annum times the amount by which the
Maximum Revolver Amount exceeded the sum of the average daily outstanding amount
of Revolving Loans and the average daily undrawn face amount of outstanding
Letters of Credit during the immediately preceding month (or shorter period if
calculated for the first month hereafter or on the Termination Date). The Unused
Line Fee shall be computed on the basis of a 360-day year for the actual number
of days elapsed. All principal payments received by the Collateral Agent shall
be deemed to be credited to the Loan Account immediately upon receipt for
purposes of calculating the Unused Line Fee pursuant to this Section 2.5.


    2.6
         Letter of Credit Fee. The Borrowers agree
to pay (a) to the Collateral Agent, for the account of the Lenders, in
accordance with their respective Pro Rata Shares, for each Letter of Credit, a
fee (the "Letter of Credit Fee") equal to the Applicable Margin
for LIBOR Revolving Loans per annum multiplied by the undrawn face amount of
each Letter of Credit, (b) to the Collateral Agent for the benefit of the Letter
of Credit Issuer a fronting fee of one-eighth of one percent (0.125%) per annum
of the undrawn face amount of each Letter of Credit, and (c) to the Letter of
Credit Issuer, all customary costs, fees and expenses of the Letter of Credit
Issuer in connection with the application for, processing of, issuance of, or
amendment to any Letter of Credit. The Letter of Credit Fee shall be payable
monthly in arrears on the first day of each month following any month in which a
Letter of Credit is outstanding and on the Termination Date. The Letter of
Credit Fee shall be computed on the basis of a 360-day year for the actual
number of days elapsed.

ARTICLE
3

PAYMENTS AND PREPAYMENTS


    3.1
         Revolving Loans. The Borrowers shall
repay the outstanding principal balance of the Revolving Loans, plus all accrued
but unpaid interest thereon, on the Termination Date. The Borrowers may prepay
Revolving Loans at any time, and reborrow, subject to the terms of this
Agreement. In addition, and without limiting the generality of the foregoing,
upon demand the Borrowers shall pay to the Collateral Agent, for account of the
Lenders, the amount, without duplication, by which the Aggregate Revolver
Outstandings, the Aggregate Miller Revolver

     

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    Outstandings or the Aggregate
RoadOne Revolver Outstandings exceeds any applicable limit set forth in Section
1.2 or elsewhere in this Agreement.



    3.2
         Reduction
    and Termination of Facility.



(a)     Reduction and
Termination of RoadOne Revolving Credit Facility.




  


    (i)     The RoadOne
    Borrowers may from time to time permanently reduce the Maximum RoadOne
    Revolver Amount in whole or in part (in minimum aggregate amounts of
    $5,000,000 or in integral multiples of $5,000,000 in excess thereof), upon
    five (5) Business Days’ prior irrevocable written notice to the Collateral
    Agent; provided, however, (A) no such reduction shall be made
    which would cause the Aggregate Revolver Outstandings or Aggregate RoadOne
    Revolver Outstandings to exceed any applicable limit set forth in this
    Agreement, unless, concurrently with such reduction, the Revolving Loans are
    repaid to the extent necessary to eliminate such excess, and (B) no such
    reduction shall be made which would cause the Maximum Revolver Amount to be
    less than $60,000,000. The Collateral Agent shall promptly notify each
    Lender of receipt by the Collateral Agent of any notice from the Borrowers
    pursuant to this Section 3.2(a)(i) and each Lender’s Commitment
    shall be reduced on the effective date of any such reduction based on such
    Lender’s Pro Rata Share. Upon any reduction of the Maximum RoadOne
    Revolver Amount, the amount of the Maximum Revolver Amount and the Total
    Facility shall each automatically reduce in a corresponding amount.

    (ii)     The RoadOne
    Revolving Credit Facility and the Lenders’ Commitments to make Revolving
    Loans thereunder shall terminate upon the Transition Date. The Collateral
    Agent shall promptly notify each Lender and the Borrowers’ Agent of the
    termination of the RoadOne Revolving Credit Facility in accordance with this
    Section 3.2(a)(ii). Upon the termination of the RoadOne Revolving
    Credit Facility, each Lender’s Commitment shall be reduced based on such
    Lender’s Pro Rata Share. Upon any termination of the RoadOne Revolving
    Credit Facility, the amount of the Maximum Revolver Amount and the Total
    Facility shall each automatically reduce in a corresponding amount.



  





(b)     Termination of
Total Facility. The Borrowers may terminate this Agreement upon at least ten
(10) Business Days’ notice to the Collateral Agent and the Lenders, upon
(a) the payment in full of all outstanding Revolving Loans, together with
accrued interest thereon, and the cancellation and return of all outstanding
Letters of Credit (or the delivery to the Letter of Credit Issuer of Supporting
Letters of Credit with respect thereto), (b) the prepayment in full of the
Term Loans, together with accrued and unpaid interest thereon, (c) the
payment of the early termination fee set forth below, (d) the payment in full in
cash of all reimbursable expenses and other Obligations, and (e) with
respect to any LIBOR Rate Loans prepaid, payment of the amounts due under Section
4.4, if any. If this Agreement is terminated at any time prior to the Stated
Termination Date, whether pursuant to this Section or pursuant to Section 9.2,
the Borrowers shall pay to the Collateral Agent, for the account of the Lenders,
an early termination fee determined in accordance with the following table:



 

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      Period during
      which early

      
      
      termination occurs
       

    	 	
      Early Termination

      Fee  

	
      On or prior to
      the first Anniversary Date
	 	
      4% of the Maximum
      Revolver Amount (after giving effect to any prior reductions thereof in
      accordance with Section 3.2(a)) plus the outstanding principal
      balance of the Term Loan

	
      After the first
      Anniversary Date but on or prior to the second Anniversary Date
	 	
      3% of the Maximum
      Revolver Amount (after giving effect to any prior reductions thereof in
      accordance with Section 3.2(a)) plus the outstanding principal
      balance of the Term Loan

	
      After the second
      Anniversary Date but prior to the Stated Termination Date
	 	
      1% of the Maximum
      Revolver Amount (after giving effect to any prior reductions thereof in
      accordance with Section 3.2(a)) plus the outstanding principal
      balance of the Term Loan



  


 



    3.3
         Repayment of the Term Loans. The Borrowers agree
to repay the principal of the Term Loans to the Collateral Agent, for the
account of the Lenders, as set forth in Section 1.3.



    3.4
         Prepayments of the Loans.



(a)     The Borrowers may
prepay the principal of the Term Loans in whole or in part, at any time and from
time to time, upon at least five (5) Business Days’ prior written notice to
the Collateral Agent. All voluntary prepayments of the principal of the Term
Loans shall be accompanied by the payment of all accrued but unpaid interest on
the Term Loans to the date of prepayment. Any voluntary prepayment of less than
all of the outstanding principal of the Term Loans shall be applied to the
installments of principal of the Term Loans in the inverse order of maturity.
Amounts prepaid in respect of the Term Loans may not be reborrowed.

(b)     Immediately upon
receipt by any Borrower or any of its Subsidiaries of proceeds of any Asset
Disposition, the Borrowers shall apply the Net Proceeds therefrom as follows:




  


    (i)     First,
    all Net Senior Creditor Proceeds arising from Accounts and Fleet Vehicles
    shall be applied to the Obligations under the RoadOne Revolving Credit
    Facility in accordance with the terms of Section 3.8;

  





     

-16-



     


  
    (ii)     Second,
    all Net Senior Creditor Proceeds arising from Fixed Assets shall be applied
    to the Obligations under the Term Loan in accordance with Section 3.4(d);

    (iii)     Third,
    all Required Payments shall be paid in full;

    (iv)     Fourth,
    provided such payment is permitted under Section 7.14(b), all Net
    Junior Creditors’ Proceeds shall be paid to the Junior Creditors’ Agent
    to the extent of the outstanding Subordinated Debt in accordance with the
    provisions of Section 5.4; and

    (v)     Fifth,
    all remaining amounts shall be applied to the Obligations in accordance with
    Section 3.4(d).



  





(c)     In the event that,
at any time after the Closing Date, Parent or any of its Subsidiaries issues
capital stock or other securities pursuant to a public offering (other than an
offering of Permitted Refinancing Stock), no later than the second Business Day
following the date of receipt of the proceeds from such issuance, the Borrowers
shall (i) apply such proceeds, net of underwriting discounts and commissions and
other reasonable costs associated therewith, to the prepayment of the Loans, and
(ii) deliver to the Collateral Agent a certificate of a Designated Financial
Officer demonstrating the net proceeds required to be paid to the Loans.

(d)     All prepayments of
the Term Loan required to be made under clauses (b) and (c) above
(together with all proceeds from any Fixed Asset disposition permitted under Section
7.9(f) to the extent the Borrowers do not reinvest the proceeds therefrom as
set forth in Section 7.9(f)) shall be applied to principal installments
of the Term Loan in the inverse order of their maturities, then to accrued
interest and other amounts due with respect to the Term Loan, and then to other
Obligations as set forth in Section 3.8.

(e)     No provision
contained in this Section 3.4 shall constitute a consent to an asset
disposition that is otherwise not permitted by the terms of this Agreement.



    3.5
         LIBOR Rate Loan
    Prepayments. In connection with
any prepayment, if any LIBOR Rate Loans are prepaid prior to the expiration date
of the Interest Period applicable thereto, the Borrowers shall pay to the
Lenders the amounts described in Section 4.4.



    3.6
         Payments
    by the Borrowers.



(a)     All payments to be
made by the Borrowers shall be made without set-off, recoupment or counterclaim.
Except as otherwise expressly provided herein, all payments by the Borrowers
shall be made to the Collateral Agent for the account of the Lenders, at the
account designated by the Collateral Agent and shall be made in Dollars and in
immediately available funds, no later than 12:00 noon (Atlanta, Georgia time) on
the date specified herein. Any payment received by the Collateral Agent after
such time shall be deemed (for purposes of calculating interest only) to have
been received on the following Business Day and any applicable interest shall
continue to accrue.

 



-17-



     

(b)     Subject to the
provisions set forth in the definition of "Interest Period", whenever
any payment is due on a day other than a Business Day, such payment shall be due
on the following Business Day, and such extension of time shall in such case be
included in the computation of interest or fees, as the case may be.



    3.7
         Payments
    as Revolving Loans.    At the election of
the Collateral Agent, all payments of principal, interest, reimbursement
obligations in connection with Letters of Credit, fees, premiums, reimbursable
expenses and other sums payable hereunder, may be paid from the proceeds of
Revolving Loans made hereunder. The Borrowers hereby irrevocably authorize the
Collateral Agent to charge the Loan Account for the purpose of paying all
amounts from time to time due hereunder and agrees that all such amounts charged
shall constitute Revolving Loans (including Non-Ratable Loans and Agent
Advances).



    3.8
         Apportionment,
    Application and Reversal of Payments.    Principal and
interest payments shall be apportioned ratably among the Lenders (according to
the unpaid principal balance of the Loans to which such payments relate held by
each Lender) and payments of the fees shall, as applicable, be apportioned
ratably among the Lenders, except for fees payable solely to the Agents and the
Letter of Credit Issuer and except as provided in Section 11.1(b).
All payments shall be remitted to the Collateral Agent and all such payments not
relating to principal or interest of specific Loans, or not constituting payment
of specific fees, and all proceeds of Accounts or other Collateral received by
the Collateral Agent, shall be applied, ratably, subject to the provisions of
this Agreement, first, to pay any fees, indemnities or expense
reimbursements then due to the Agents or the Letter of Credit Issuer from the
Borrowers; second, to pay any fees or expense reimbursements then due to
the Lenders from the Borrowers; third, to pay interest due in respect of
all Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay
or prepay principal of the Non-Ratable Loans and Agent Advances; fifth,
to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans
and Agent Advances) and unpaid reimbursement obligations in respect of Letters
of Credit; sixth, to pay or prepay principal of the Term Loans; seventh,
to pay an amount to the Letter of Credit Issuer equal to all outstanding Letter
of Credit Obligations to be held as cash collateral for such Obligations; and eighth,
to the payment of any other Obligation (including any amounts relating to Bank
Products) due to the Agents or any Lender by the Borrowers. Notwithstanding
anything to the contrary contained in this Agreement, unless so directed by the
Borrowers, or unless an Event of Default has occurred and is continuing, neither
the Collateral Agent nor any Lender shall apply any payments which it receives
to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period
applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the
extent, that there are no outstanding Base Rate Loans and, in any event, the
Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4.
The Collateral Agent and the Lenders shall have the continuing and exclusive
right to apply and reverse and reapply any and all such proceeds and payments to
any portion of the Obligations.



    3.9
         Indemnity
    for Returned Payments.      If, after receipt of
any payment which is applied to the payment of all or any part of the
Obligations, either Agent, any Lender, the Letter of Credit Issuer, CIT or any
Affiliate of CIT (each such Person, a "Receiving Party") is for
any reason compelled to surrender such payment or



-18-



     



    proceeds to any Person because
such payment or application of proceeds is invalidated, declared fraudulent, set
aside, determined to be void or voidable as a preference, impermissible setoff,
or a diversion of trust funds, or for any other reason, then the Obligations or
part thereof intended to be satisfied shall be revived and continued and this
Agreement shall continue in full force as if such payment or proceeds had not
been received by the Receiving Party and the Borrowers shall be liable to pay to
the Receiving Party, and hereby do indemnify the Receiving Party and hold the
Receiving Party harmless for the amount of such payment or proceeds surrendered.
The provisions of this Section 3.9 shall be and remain effective
notwithstanding any contrary action which may have been taken by the Receiving
Party in reliance upon such payment or application of proceeds, and any such
contrary action so taken shall be without prejudice to the Receiving Party’s
rights under this Agreement and shall be deemed to have been conditioned upon
such payment or application of proceeds having become final and irrevocable. The
provisions of this Section 3.9 shall survive the termination of this
Agreement.



    3.10
         Collateral
    Agents’ and Lenders’ Books and Records; Monthly Statements.
         The Collateral Agent
shall record the principal amount of the Loans owing to each Lender, the undrawn
face amount of all outstanding Letters of Credit and the aggregate amount of
unpaid reimbursement obligations outstanding with respect to the Letters of
Credit from time to time on its books. In addition, each Lender may note the
date and amount of each payment or prepayment of principal of such Lender’s
Loans in its books and records. Failure by the Collateral Agent or any Lender to
make such notation shall not affect the obligations of the Borrowers with
respect to the Loans or the Letters of Credit. The Borrowers agree that the
Collateral Agent’s and each Lender’s books and records showing the
Obligations and the transactions pursuant to this Agreement and the other Loan
Documents shall be admissible in any action or proceeding arising therefrom, and
shall, absent manifest error, constitute rebuttably presumptive proof thereof,
irrespective of whether any Obligation is also evidenced by a promissory note or
other instrument. The Collateral Agent will provide to the Borrowers’ Agent a
monthly statement of Loans, payments, and other transactions pursuant to this
Agreement. Such statement shall be deemed correct, accurate, and binding on the
Borrowers and an account stated (except for reversals and reapplications of
payments made as provided in Section 3.8 and corrections of errors
discovered by the Collateral Agent), unless the Borrowers notify the Collateral
Agent in writing to the contrary within forty-five (45) days after such
statement is rendered. In the event a timely written notice of objections is
given by the Borrowers, only the items to which exception is expressly made will
be considered to be disputed by the Borrowers.



    3.11     Borrowers’ Agent.      Each of the Borrowers
other than Parent hereby appoints Parent, and Parent shall act under this
Agreement, as the agent, attorney-in-fact and legal representative of such other
Borrowers for all purposes, including requesting Loans and receiving account
statements and other notices and communications to the Borrowers (or any of
them) from the Collateral Agent or any Lender. The Collateral Agent, the Letter
of Credit Issuer and the Lenders may rely, and shall be fully protected in
relying, on any Notice of Borrowing, Notice of Conversion or Continuation,
request for a Letter of Credit, disbursement instruction, report, information or
any other notice or communication made or given by Parent, whether in its own
name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of the
"Borrowers", and neither the Collateral Agent nor the Letter of Credit
Issuer or any Lender shall have any



-19-



     



    obligation to make any inquiry or request
any confirmation from or on behalf of any other Borrower as to the binding
effect on it of any such Notice, request, instruction, report, information,
other notice or communications, nor shall the joint and several character of the
Borrowers’ obligations hereunder be affected, provided, that the provisions of
this Section 3.11 shall not be construed so as to preclude any Borrower
from taking actions permitted to be taken by a "Borrower" hereunder.



    3.12     
    Joint and Several Liability.



(a)     Joint and
Several Liability. All Loans made to the Borrowers and all of the other
Obligations of the Borrowers, including all interest, fees and expenses with
respect thereto and all indemnity and reimbursement obligations hereunder, shall
constitute one joint and several direct and general obligation of all of the
Borrowers. Notwithstanding anything to the contrary contained herein, each of
the Borrowers shall be jointly and severally, with each other Borrower, directly
and unconditionally, liable for all Obligations, it being understood that the
advances to each Borrower inure to the benefit of all Borrowers, and that the
Collateral Agent, the Letter of Credit Issuer and the Lenders are relying on the
joint and several liability of the Borrowers as co-makers in extending the Loans
hereunder and issuing Letters of Credit. Each Borrower hereby unconditionally
and irrevocably agrees that upon default in the payment when due (whether at
stated maturity, by acceleration or otherwise) of any principal of, or interest
on, any Obligation, it will forthwith pay the same, without notice or demand,
unless such payment is then prohibited by applicable law (provided such
Obligation shall not be extinguished by any such prohibition).

(b)     No Reduction in
Obligations. No payment or payments made by any of the Borrowers or any
other Person or received or collected by the Collateral Agent, the Letter of
Credit Issuer or any Lender from any of the Borrowers or any Person by virtue of
any action or proceeding or any setoff or appropriation or application at any
time or from time to time in reduction of or in payment of the Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of each
Borrower under this Agreement, which shall remain liable for the Obligations
until the Obligations are paid in full and the Commitment is terminated.



    3.13     Obligations Absolute.   Each Borrower agrees
that the Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Collateral Agent, the Letter of Credit Issuer or any Lender with respect
thereto, unless such payment is then prohibited by applicable law (provided such
Obligation shall not be extinguished by any such prohibition.) All Obligations
shall be conclusively presumed to have been created in reliance hereon. The
liabilities under this Agreement shall be absolute and unconditional
irrespective of: (a) any lack of validity of enforceability of any Loan
Document or any other agreement or instrument relating thereto; (b) any
change in the time, manner or place of payments of, or in any other term of, all
or any part of the Obligations, or any other amendment or waiver thereof or any
consent to departure therefrom, including any increase in the Obligations
resulting from the extension of additional credit to any Borrower or otherwise;
(c) any taking, exchange, release or non-perfection of any Collateral, or
any release or amendment or waiver of



-20-



     



    or consent to departure from any guaranty
for all or any of the Obligations; (d) any change, restructuring or
termination of the corporate structure or existence of any Borrower; or
(e) any other circumstance which otherwise constitute a defense available
to, or a discharge of, any Borrower. This Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by the
Collateral Agent, the Letter of Credit Issuer or any Lender upon the insolvency,
bankruptcy or reorganization of any Borrower or otherwise, all as though such
payment had not been made.



    3.14     Waiver of Suretyship Defenses.
        Each Borrower agrees
that the joint and several liability of the Borrowers provided for in Section
3.12 shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract of agreement to which the other Borrowers
may hereafter agree (other than an agreement signed by the Collateral Agent and
the Lenders specifically releasing such liability), nor by any delay, extension
of time, renewal, compromise or other indulgence granted by the Collateral Agent
or any Lender with respect to any of the Obligations, nor by any other
agreements or arrangements whatever with the other Borrowers or with anyone
else, each Borrower hereby waiving all notice of such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consenting to
be bound thereby as fully and effectually as if it had expressly agreed thereto
in advance. The liability of each Borrower is direct and unconditional as to all
of the Obligations, and may be enforced without requiring the Collateral Agent
or any Lender first to resort to any other right, remedy or security. Each
Borrower hereby expressly waives promptness, diligence, notice of acceptance and
any other notice (except to the extent expressly provided for herein or in
another Loan Document) with respect to any of the Obligations, this Agreement or
any other Loan Documents and any requirement that the Collateral Agent or any
Lender protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against any Borrower or any
other Person or any collateral, including any rights any Borrower may otherwise
have under O.C.G.A. &sec; 10-7-24 or any successor statute or any analogous
statute in any jurisdiction under the laws of which any Borrower is incorporated
or in which any Borrower conducts business.



    3.15     Contribution and Indemnification among the Borrowers.      Each Borrower is
obligated to repay the Obligations as joint and several obligors under this
Agreement. To the extent that any Borrower shall, under this Agreement as a
joint and several obligor, repay any of the Obligations constituting Loans made
to another Borrower hereunder or other Obligations incurred directly and
primarily by any other Borrower (an "Accommodation Payment"),
then the Borrower making such Accommodation Payment shall be entitled to
contribution and indemnification from, and be reimbursed by, each of the other
Borrowers in an amount, for each of such other Borrowers, equal to a fraction of
such Accommodation Payment, the numerator of which fraction is such other
Borrower’s "Allocable Amount" (as defined below) and the denominator
of which the sum of the Allocable Amounts of all of the Borrowers. As of any
date of determination, the "Allocable Amount" of each Borrower shall
be equal to the maximum amount of liability for Accommodation Payments which
could be asserted against such Borrower hereunder without (a) rendering such
Borrower "insolvent" within the meaning of Section 101(31) of Title 11
of the United States Code entitled "Bankruptcy" (the "Bankruptcy
Code"), Section 2 of the Uniform



 

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    Fraudulent Transfer Act (the "UFTA"),
Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), or
Section 18-2-22 of the Official Code of Georgia Annotated, (b) leaving such
Borrower with unreasonably small capital or assets, within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or
Section 4 of the UFCA, or (c) leaving such Borrower unable to pay its
debts as they become due within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and
claims of contribution, indemnification and reimbursement under this Section
3.15 shall be subordinate in right of payment to the prior payment in full
of the Obligations.



ARTICLE
4

TAXES,
YIELD PROTECTION AND ILLEGALITY




    4.1
         Taxes.



(a)     Any and all
payments by the Borrowers to each Lender or the Agents under this Agreement and
any other Loan Document shall be made free and clear of, and without deduction
or withholding for, any Taxes. In addition, the Borrowers shall pay all Other
Taxes.

(b)     The Borrowers agree
to indemnify and hold harmless each Lender and the Agents for the full amount of
Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by any Lender or Agent
and any liability (including penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. Payment under this indemnification
shall be made within fifteen (15) days after the date such Lender or Agent makes
written demand therefor.

(c)     If any Borrower
shall be required by law to deduct or withhold any Taxes or Other Taxes from or
in respect of any sum payable hereunder to any Lender or Agent, then:






  




        (i)     the sum
        payable shall be increased as necessary so that after making all
        required deductions and withholdings (including deductions and
        withholdings applicable to additional sums payable under this Section)
        such Lender or Agent, as the case may be, receives an amount equal to
        the sum it would have received had no such deductions or withholdings
        been made;

        (ii)     the
        Borrowers shall make such deductions and withholdings;

        (iii)     the
        Borrowers shall pay the full amount deducted or withheld to the relevant
        taxing authority or other authority in accordance with applicable law;
        and

        (iv) the
        Borrowers shall also pay to each Lender or Agent for the account of such
        Lender or Agent, at the time interest is paid, all additional





         





        amounts
        which the respective Lender specifies as necessary to preserve the
        after-tax yield such Lender or Agent would have received if such Taxes
        or Other Taxes had not been imposed.





  



         





-22-



     





(d)     At the Collateral
Agent’s request, within thirty (30) days after the date of any payment by the
Borrowers of Taxes or Other Taxes, the Borrowers shall furnish the Collateral
Agent the original or a certified copy of a receipt evidencing payment thereof,
or other evidence of payment satisfactory to the Collateral Agent.

(e)     If the Borrowers
are required to pay additional amounts to any Lender pursuant to subsection
(c) of this Section, then such Lender shall use reasonable efforts
(consistent with legal and regulatory restrictions) to change the jurisdiction
of its lending office so as to eliminate any such additional payment by the
Borrowers which may thereafter accrue, if such change in the judgment of such
Lender is not otherwise disadvantageous to such Lender.



    4.2
         Illegality.



(a)     If any Lender
determines that the introduction of any Requirement of Law, or any change in any
Requirement of Law, or in the interpretation or administration of any
Requirement of Law, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable lending office to make LIBOR Rate Loans, then, on notice thereof by
that Lender to the Borrowers’ Agent through the Collateral Agent, any
obligation of that Lender to make LIBOR Rate Loans shall be suspended until that
Lender notifies the Collateral Agent and the Borrowers’ Agent that the
circumstances giving rise to such determination no longer exist.

(b)     If a Lender
determines that it is unlawful to maintain any LIBOR Rate Loan, the Borrowers
shall, upon the Borrowers’ Agent’s receipt of notice of such fact and demand
from such Lender (with a copy to the Collateral Agent), prepay in full such
LIBOR Rate Loans of that Lender then outstanding, together with interest accrued
thereon and amounts required under Section 4.4, either on the last day of
the Interest Period thereof, if that Lender may lawfully continue to maintain
such LIBOR Rate Loans to such day, or immediately, if that Lender may not
lawfully continue to maintain such LIBOR Rate Loans. If the Borrowers are
required to so prepay any LIBOR Rate Loans, then concurrently with such
prepayment, the Borrowers shall borrow from the affected Lender, in the amount
of such repayment, a Base Rate Loan.



    4.3
         Increased
    Costs and Reduction of Return.



(a)     If any Lender
determines that due to either (i) the introduction of or any change in the
interpretation of any law or regulation or (ii) the compliance by that
Lender with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase
in the cost to such Lender of agreeing to make or making, funding or maintaining
any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from
time to time, upon demand (with a copy of such demand to be sent to the
Collateral Agent), pay to the Collateral Agent for the account of such Lender,
additional amounts as are sufficient to compensate such Lender for such
increased costs. Payment by the Borrowers

 

-23-



     



under this Section 4.3(a) shall
be made within fifteen (15) days after the date such Lender makes written demand
therefor.

(b)     If any Lender shall
have determined that (i) the introduction of any Capital Adequacy Regulation,
(ii) any change in any Capital Adequacy Regulation, (iii) any change in the
interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by such Lender or any corporation or
other entity controlling such Lender with any Capital Adequacy Regulation,
affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation or other entity controlling such
Lender and (taking into consideration such Lender’s or such corporation’s or
other entity’s policies with respect to capital adequacy and such Lender’s
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, loans, credits or obligations
under this Agreement, then, upon demand of such Lender to the Borrowers through
the Collateral Agent, the Borrowers shall pay to such Lender, from time to time
as specified by such Lender, additional amounts sufficient to compensate such
Lender for such increase. Payment by the Borrowers under this Section 4.3(b)
shall be made within fifteen (15) days after the date such Lender makes written
demand therefor.



    4.4     Funding
    Losses.     The Borrowers shall
reimburse each Lender and hold each Lender harmless from any loss or expense
which such Lender may sustain or incur as a consequence of:








        (a)     the failure
        of any Borrower to make on a timely basis any payment of principal of
        any LIBOR Rate Loan;

        (b)     the failure
        of any Borrower to borrow, continue or convert a LIBOR Rate Loan after
        any Borrower has given (or is deemed to have given) a Notice of
        Borrowing or a Notice of Continuation/Conversion; or

        (c)     the
        prepayment or other payment (including after acceleration thereof) of
        any LIBOR Rate Loans on a day that is not the last day of the relevant
        Interest Period;











including any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain its LIBOR Rate Loans or from fees payable to terminate the deposits
from which such funds were obtained. The Borrowers shall also pay any customary
administrative fees charged by any Lender in connection with the foregoing.



    4.5
         Inability
    to Determine Rates.      If the Collateral
Agent determines that for any reason adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest Period with respect to
a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest
Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly
reflect the cost to the Lenders of funding such Loan, the Collateral Agent will
promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the
obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall
be suspended until the Collateral



-24-



     



    Agent revokes such notice in writing. Upon
receipt of such notice, the Borrowers may revoke any Notice of Borrowing or
Notice of Continuation/Conversion then submitted by them. If the Borrowers do
not revoke such Notice, the Lenders shall make, convert or continue the Loans,
as proposed by the Borrowers, in the amount specified in the applicable notice
submitted by the Borrowers, but such Loans shall be made, converted or continued
as Base Rate Loans instead of LIBOR Rate Loans.



    4.6
         Certificates
    of the Collateral
    Agent.     If any Lender claims
reimbursement or compensation under this Article 4, the affected Lender
shall determine the amount thereof and shall deliver to the Borrowers’ Agent
(with a copy to the Collateral Agent) a certificate setting forth in reasonable
detail the amount payable to the affected Lender, and such certificate shall be
conclusive and binding on the Borrowers in the absence of manifest error.



    4.7
         Survival.      The agreements and
obligations of the Borrowers in this Article 4 shall survive the payment of all
other Obligations.



ARTICLE
5

BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES



  
  5.1
       Books and Records.     The Borrowers shall
maintain, at all times, correct and complete books, records and accounts in
which complete, correct and timely entries are made of their transactions in
accordance with GAAP applied consistently with the audited Financial Statements
required to be delivered pursuant to Section 5.2(a). The Borrowers
shall, by means of appropriate entries, reflect in such accounts and in all
Financial Statements proper liabilities and reserves for all taxes and proper
provision for depreciation and amortization of property and bad debts, all in
accordance with GAAP. The Borrowers shall maintain at all times books and
records pertaining to the Collateral in such detail, form and scope as the
Collateral Agent shall reasonably require, including, but not limited to,
records of (a) all payments received and all credits and extensions granted with
respect to the Accounts, and (b) the return, rejection, repossession, stoppage
in transit, loss, damage, or destruction of any Inventory.



    5.2      Financial Information.     The Borrowers shall promptly furnish to each Lender all such financial
information as the Collateral Agent or any Lender shall reasonably request.
Without limiting the foregoing, the Borrowers will furnish to each Lender, in
such detail as the Collateral Agent or the Lenders shall request, the following:



(a)     As soon as
available, but in any event not later than ninety (90) days after the close of
each Fiscal Year, consolidated audited balance sheets, income statements, cash
flow statements and changes in stockholders’ equity, and consolidating
unaudited balance sheets, income statements and cash flow statements (such cash
flow statements to be consolidated by business segment) for the Consolidated
Parties for such Fiscal Year, and the accompanying notes thereto, setting forth
in each case in comparative form figures for the previous Fiscal Year, all in
reasonable detail, fairly presenting the financial position and the results of
operations of the Consolidated Parties as at the date thereof and for the Fiscal
Year then ended, and prepared in accordance with GAAP. Such statements shall be
examined in accordance with generally accepted auditing standards by and, in the
case of such statements performed on a consolidated

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basis, accompanied by a
report thereon unqualified in any respect of independent certified public
accountants selected by the Borrowers and reasonably satisfactory to the
Collateral Agent. The Borrowers, simultaneously with retaining such independent
public accountants to conduct such annual audit, shall send a letter to such
accountants, with a copy to the Collateral Agent, notifying such accountants
that one of the primary purposes for retaining such accountants’ services and
having audited financial statements prepared by them is for use by the
Collateral Agent and the Lenders. The Borrowers hereby authorize the Collateral
Agent to communicate directly with its certified public accountants and, by this
provision, authorizes those accountants to disclose to the Collateral Agent any
and all financial statements and other supporting financial documents and
schedules relating to the Borrowers and to discuss directly with the Collateral
Agent the finances and affairs of the Borrowers.

(b)     As soon as
available, but in any event not later than thirty (30) days after the end of
each month, unaudited balance sheets of the Consolidated Parties (by business
segment) as at the end of such fiscal month, and statements of profits and
losses and cash flows for the Consolidated Parties (by business segment) for
such fiscal month and for the period from the beginning of the Fiscal Year to
the end of such fiscal month, all in reasonable detail, fairly presenting the
financial position and results of operations of the Consolidated Parties as at
the date thereof and for such periods, and, in each case, in comparable form,
figures for the corresponding period in the prior Fiscal Year and in the
Borrowers’ budget, and prepared in accordance with GAAP applied consistently
with the audited Financial Statements required to be delivered pursuant to Section 5.2(a),
but subject to the absence of footnotes, the fact that such financial statements
are not consolidated, and normal year-end adjustments. The Borrowers shall
certify by a certificate signed by a Designated Financial Officer that all such
statements have been prepared in accordance with GAAP and present fairly the
Consolidated Parties’ financial position as at the dates thereof and its
results of operations for the periods then ended, subject to the absence of
footnotes, the fact that such financial statements are not consolidated, and
normal year-end adjustments.

(c)     With each of the
audited Financial Statements delivered pursuant to Section 5.2(a), a
certificate of the independent certified public accountants that examined such
statement to the effect that they have reviewed and are familiar with this
Agreement and that, in examining such Financial Statements, they did not become
aware of any fact or condition which then constituted a Default or Event of
Default with respect to a financial covenant, except for those, if any,
described in reasonable detail in such certificate.

(d)     As soon as
available, but in any event not later than forty-five (45) days after the end of
each fiscal quarter, consolidated and consolidating unaudited balance sheets of
the Consolidated Parties as at the end of such fiscal quarter, and consolidated
and consolidating unaudited income statements and cash flow statements for the
Consolidated Parties (by business segment in the case of consolidating cash flow
statements) for such fiscal quarter and for the period from the beginning of the
Fiscal Year to the end of such fiscal quarter, all in reasonable detail, fairly
presenting the financial position and results of operations of the Consolidated
Parties as at the date thereof and for such periods, and, in each case, in
comparable form, figures for the corresponding period in the prior Fiscal Year
and in the Borrowers’ budget, and prepared in

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accordance with GAAP applied
consistently with the audited Financial Statements required to be delivered
pursuant to Section 5.2(a), but subject to the absence of footnotes
and normal year-end adjustments. The Borrowers shall certify by a certificate
signed by a Designated Financial Officer that all such statements have been
prepared in accordance with GAAP and present fairly the Consolidated Parties’
financial position as at the dates thereof and its results of operations for the
periods then ended, subject to normal year-end adjustments.

(e)     With each of the
annual audited Financial Statements delivered pursuant to Section 5.2(a)
and each of the Financial Statements delivered pursuant to Section 5.2(d),
a certificate of a Designated Financial Officer, substantially in the form of Exhibit F,
setting forth in reasonable detail the calculations required to establish that
the Borrowers were in compliance with the covenants set forth in Sections 7.22
through 7.25 during the period covered in such Financial Statements and
as at the end thereof. With each of the Financial Statements delivered pursuant
to Sections 5.2(b) and (d), a certificate of a Designated
Financial Officer, substantially in the form of Exhibit F, stating
that, except as explained in reasonable detail in such certificate, (i) all
of the representations and warranties of the Borrowers contained in this
Agreement and the other Loan Documents are correct and complete in all material
respects as at the date of such certificate as if made at such time, except for
those that speak as of a particular date, (ii) the Borrowers are, at the date of
such certificate, in compliance in all material respects with all of their
respective covenants and agreements in this Agreement and the other Loan
Documents, (iii) no Default or Event of Default then exists or existed during
the period covered by the Financial Statements for such fiscal month, and (iv)
in the case of each certificate delivered pursuant to Section 5.2(d),
describing and analyzing in reasonable detail all material trends, changes, and
developments in each and all Financial Statements (or certifying that such
description and analysis is set forth in Parent’s 10-Q filing for such fiscal
quarter then ending). If such certificate discloses that a representation or
warranty is not correct or complete, or that a covenant has not been complied
with, or that a Default or Event of Default existed or exists, such certificate
shall set forth what action the Borrowers have taken or propose to take with
respect thereto.

(f)     No sooner than
sixty (60) days and not less than thirty (30) days prior to the beginning of
each Fiscal Year, annual forecasts by business segment (to include forecasted
consolidated and consolidating balance sheets, income statements and cash flow
statements, and forecasts of borrowing base availability) for the Consolidated
Parties as at the end of and for each month of such Fiscal Year.

(g)     Promptly after the
Collateral Agent’s request, a copy of each annual report or other filing filed
with respect to each Plan of any Borrower.

(h)     Promptly upon the
filing thereof, copies of all reports, if any, to or other documents filed by
Parent or any of its Subsidiaries with the Securities and Exchange Commission
under the Exchange Act (other than regularly scheduled reports such as 10-Qs and
10-Ks), and all reports, notices, or statements sent or received by Parent or
any of its Subsidiaries to or from the holders of any equity interests of Parent
(other than routine non-material correspondence sent by shareholders of Parent
to Parent) or any such Subsidiary or of any Debt

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of Parent or any of its
Subsidiaries registered under the Securities Act of 1933 or to or from the
trustee under any indenture under which the same is issued.

(i)     As soon as
available, but in any event not later than fifteen (15) days after Parent’s
receipt thereof, a copy of all management reports and management letters
prepared for any Borrower by any independent certified public accountants of the
Borrowers.

(j)     Promptly after
their preparation, copies of any and all proxy statements which Parent makes
available to its shareholders.

(k)     If requested by the
Collateral Agent, promptly after filing with the IRS, a copy of each tax return
filed by Parent or by any of its Subsidiaries.

(l)     As soon as
available, but in any event (i) within four (4) Business Days after the last
Business Day of each calendar week, a Borrowing Base Certificate as of the last
Business Day of such calendar week, and (ii) within thirty (30) days after the
end of each month, a Borrowing Base Certificate as of the last day of such
month, in each case together with all supporting information with respect
thereto in accordance with Section 9 of the Security Agreement.

(m)     Such additional
information as the Collateral Agent and/or any Lender may from time to time
reasonably request regarding the financial and business affairs of Parent or any
Subsidiary.



    5.3
        Notices to the Lenders.     The Borrowers shall
notify the Collateral Agent and the Lenders in writing of the following matters
at the following times:








        (a)     Immediately
        after becoming aware of any Default or Event of Default;

        (b)     Immediately
        after becoming aware of the assertion by the holder of any capital stock
        of Parent or of any Subsidiary, or the holder or holders of any Debt of
        Parent or any Subsidiary in a face amount in excess of $250,000
        individually or $500,000 in the aggregate for Parent and the
        Subsidiaries, that a default exists with respect thereto or that Parent
        or such Subsidiary is not in compliance with the terms thereof, or the
        threat or commencement by such holder of any enforcement action because
        of such asserted default or non-compliance;

        (c)     Immediately
        after becoming aware of any event or circumstance which could reasonably
        be expected to have a Material Adverse Effect;

        (d)     Immediately
        after becoming aware of any pending or threatened action, suit, or
        proceeding, by any Person, or any pending or threatened investigation by
        a Governmental Authority, which could reasonably be expected to have a
        Material Adverse Effect;



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        (e)     Immediately
        after becoming aware of any pending or threatened strike, work stoppage,
        unfair labor practice claim, or other labor dispute affecting Parent or
        any of its Subsidiaries in a manner which could reasonably be expected
        to have a Material Adverse Effect;

        (f)     Immediately
        after becoming aware of any violation of any law, statute, regulation,
        or ordinance of a Governmental Authority affecting Parent or any
        Subsidiary which could reasonably be expected to have a Material Adverse
        Effect;

        (g)     Promptly
        after receipt of any notice of any violation by Parent or any of its
        Subsidiaries of any Environmental Law which could reasonably be expected
        to have a Material Adverse Effect or that any Governmental Authority has
        asserted in writing that Parent or any Subsidiary is not in compliance
        with any Environmental Law or is investigating Parent’s or such
        Subsidiary’s compliance therewith which could reasonably be expected
        to give rise to liability in excess of $100,000 or have a Material
        Adverse Effect;

        (h)     Promptly
        after receipt of notice of any Environmental Claim or of any written
        notice that Parent or any of its Subsidiaries is or may be liable to any
        Person as a result of the Release or threatened Release of any
        Contaminant or that Parent or any Subsidiary is subject to investigation
        by any Governmental Authority evaluating whether any remedial action is
        needed to respond to the Release or threatened Release of any
        Contaminant which, in either case, is reasonably likely to give rise to
        liability in excess of $100,000;

        (i)     Promptly
        after receipt of any written notice of the imposition of any
        Environmental Lien against any property of Parent or any of its
        Subsidiaries;

        (j)     Any change
        in any Borrower’s name, state of organization or state organization
        number, locations of Collateral, form of organization, trade names under
        which any Borrower will sell Inventory or create Accounts, or to which
        instruments in payment of Accounts may be made payable, in each case at
        least thirty (30) days prior thereto;

        (k)     Within ten
        (10) Business Days after any Borrower or any ERISA Affiliate knows or
        has reason to know, that an ERISA Event, or a prohibited transaction (as
        defined in Sections 406 of ERISA and 4975 of the Code) which is
        reasonably likely to give rise to liability in excess of $250,000, has
        occurred, and, when known, any action taken or threatened by the IRS,
        the DOL or the PBGC with respect thereto;

        (l)     Upon
        request, or, in the event that such filing reflects a significant
        adverse change with respect to the matters covered thereby, within three
        (3) Business Days after the filing thereof with the PBGC, the DOL or the
        IRS, as applicable, copies of the following: (i) each annual report
        (form 5500 series),



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        including Schedule B thereto, filed with the PBGC,
        the DOL or the IRS with respect to each Plan, (ii) a copy of each
        funding waiver request filed with the PBGC, the DOL or the IRS with
        respect to any Plan and all communications received by any Borrower or
        any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to
        such request, and (iii) a copy of each other filing or notice filed with
        the PBGC, the DOL or the IRS, with respect to each Plan by either any
        Borrower or any ERISA Affiliate;

        (m)     Upon
        request, copies of each actuarial report for any Plan or Multi-employer
        Plan and annual report for any Multi-employer Plan; and within three (3)
        Business Days after receipt thereof by any Borrower or any ERISA
        Affiliate, copies of the following: (i) any notices of the PBGC’s
        intention to terminate a Plan or to have a trustee appointed to
        administer such Plan; (ii) any favorable or unfavorable
        determination letter from the IRS regarding the qualification of a Plan
        under Section 401(a) of the Code; or (iii) any notice from a
        Multi-employer Plan regarding the imposition of withdrawal liability;

        (n)     Within
        three (3) Business Days after the occurrence thereof: (i) any changes in
        the benefits of any existing Plan which increase any Borrower’s annual
        costs with respect thereto by an amount in excess of $250,000, or the
        establishment of any new Plan or the commencement of contributions to
        any Plan to which any Borrower or any ERISA Affiliate was not previously
        contributing; or (ii) any failure by any Borrower or any ERISA Affiliate
        to make a required installment or any other required payment under
        Section 412 of the Code on or before the due date for such installment
        or payment; or

        (o)     Within
        three (3) Business Days after any Borrower or any ERISA Affiliate knows
        or has reason to know that any of the following events has or will
        occur: (i) a Multi-employer Plan has been or will be terminated; (ii)
        the administrator or plan sponsor of a Multi-employer Plan intends to
        terminate a Multi-employer Plan; or (iii) the PBGC has instituted or
        will institute proceedings under Section 4042 of ERISA to terminate a
        Multi-employer Plan.











Each notice given under
this Section shall describe the subject matter thereof in reasonable detail, and
shall set forth the action that the Borrowers or the applicable Subsidiary, or
any ERISA Affiliate, as applicable, has taken or proposes to take with respect
thereto.



    5.4
    Subordinated Debt
    Certificate.      Not less than five
(5) Business Days prior to any payment of any principal of, or interest or other
amounts on, any Subordinated Debt, and as a condition precedent to making such
payment, the Borrowers’ Agent shall deliver to the Collateral Agent a
certificate of a Designated Financial Officer (a) stating that no Event of
Default is in existence as of the date of the certificate or will be in
existence as of the date of such payment, both with and without giving effect to
the making of such proposed payment, (b) setting forth the amount of principal,
interest and other amount proposed to be paid, (c) setting forth the Excess
Availability as of the date of the certificate and as expected as of the date of
such proposed payment,



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    both with and without giving effect to the making of such
proposed payment, (d) certifying that the proposed payment is permitted under Section
7.14(b) of this Agreement, and (e) in the case of any Permitted Payment of
principal to be made in accordance with the terms of the Subordination Agreement
pursuant to Section 7.14(b) of this Agreement, a detailed calculation of
the amount of the proposed principal payment, including, (i) in the case of any
payment to be made from the proceeds of RoadOne Dispositions in accordance with Section
3.4(b), a detailed calculation of the Net Junior Creditors’ Proceeds, and
(ii) in the case of any regularly scheduled principal payment, a detailed
calculation of the Fixed Charge Coverage Ratio for the twelve (12) fiscal month
period most recently ended (or, in the case of the initial regularly scheduled
principal payment, for the Stub Period (as defined in the definition of
"Permitted Payments") and for the twelve (12) fiscal month period
ending as of the last day of the Stub Period), both with and without giving
effect to the making of the proposed payment (and the Borrowers shall provide
with such certificate all such supporting information as the Collateral Agent
may request in order to confirm and verify the accuracy of such calculations and
the amount of the proposed payment).



 

ARTICLE
6

GENERAL WARRANTIES AND REPRESENTATIONS


The Borrowers warrant
and represent to the Agents and the Lenders that, except as hereafter disclosed
to and accepted by the Collateral Agent and the Required Lenders in writing:

6.1     Authorization,
Validity, and Enforceability of this Agreement and the Loan Documents.      Each Borrower has the
power and authority to execute, deliver and perform this Agreement and the other
Loan Documents to which it is a party, to incur the Obligations, and to grant
Liens upon and security interests in the Collateral to the Collateral Agent.
Each Borrower has taken all necessary action (including obtaining approval of
its stockholders, if necessary) to authorize its execution, delivery, and
performance of this Agreement and the other Loan Documents to which it is a
party. This Agreement and the other Loan Documents to which it is a party have
been duly executed and delivered by each Borrower, and constitute the legal,
valid and binding obligations of each Borrower, enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of
equity. Each Borrower’s execution, delivery, and performance of this Agreement
and the other Loan Documents to which it is a party do not and will not conflict
with, or constitute a violation or breach of, or result in the imposition of any
Lien upon the property of such Borrower or any of its Subsidiaries, by reason of
the terms of (a) any contract, mortgage, lease, agreement, indenture, or
instrument to which such Borrower is a party or which is binding upon it, (b)
any Requirement of Law applicable to such Borrower or any of its Subsidiaries,
or (c) the certificate or articles of incorporation or by-laws or the
limited liability company or limited partnership agreement of such Borrower or
any of its Subsidiaries.



    6.2
         Validity
    and Priority of Security Interest.      The provisions of
this Agreement and the other Loan Documents create legal and valid Liens on all
the Collateral in favor of the Collateral Agent, for the ratable benefit of the
Collateral Agent, the Letter of Credit



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    Issuer and the Lenders, and such Liens
constitute perfected and continuing Liens on all the Collateral, having priority
over all other Liens on the Collateral (except for those Liens identified in clauses
(a), (c), (d) and (e) of the definition of Permitted
Liens), and are enforceable against each Borrower as security for all of the
Obligations.



    6.3     Organization
    and Qualification.      Each Borrower
(a) is duly organized or incorporated and validly existing in good standing
under the laws of the state of its organization or incorporation, (b) is
qualified to do business and is in good standing in the jurisdictions set forth
on Schedule 6.3 which are the only jurisdictions in which qualification
is necessary in order for it to own or lease its property and conduct its
business, except where such failure could not reasonably be expected to have a
Material Adverse Effect, and (c) has all requisite power and authority to
conduct its business and to own its property.



    6.4
         Corporate
    Name; Prior Transactions.      Except as set forth
on Schedule 6.4, no Borrower has, during the past five (5) years, been
known by or used any other corporate or fictitious name, or been a party to any
merger or consolidation, or acquired all or substantially all of the assets of
any Person, or acquired any of its property outside of the ordinary course of
business.



    6.5
         Subsidiaries
    and Affiliates.      Schedule 6.5
is a correct and complete list of the name and relationship to Parent of each
and all of Parent’s Subsidiaries and other Affiliates. Each non-Borrower
Subsidiary is (a) duly incorporated or organized and validly existing in good
standing under the laws of its state of incorporation or organization set forth
on Schedule 6.5, (b) qualified to do business and in good standing in
each jurisdiction in which the failure to so qualify or be in good standing
could reasonably be expected to have a material adverse effect on any such
Subsidiary’s business, operations, prospects, property, or condition
(financial or otherwise) and (c) has all requisite power and authority to
conduct its business and own its property.



    6.6
         Financial
    Statements and Projections.



(a)     The Borrowers have
delivered to the Agents and the Lenders the drafts of the audited balance sheet
and related statements of income, retained earnings, cash flows, and changes in
stockholders equity for the Consolidated Parties as of April 30, 2001, and for
the Fiscal Year then ended, accompanied by the draft report thereon of the
Borrower’s independent certified public accountants, Arthur Andersen LLP. All
such financial statements have been prepared in accordance with GAAP, and
present accurately and fairly in all material respects the financial position of
the Consolidated Parties as at the dates thereof and their results of operations
for the periods then ended.

(b)     The Latest
Projections (attached hereto as Exhibit C in the case of the Latest
Projections on the Closing Date) when submitted to the Lenders as required
herein represent the Borrowers’ good faith estimate of the future financial
performance of the Consolidated Parties for the periods set forth therein. The
Latest Projections have been prepared on the basis of the assumptions set forth
therein, which the Borrowers believe are fair and reasonable in light of current
and reasonably foreseeable business conditions at the time submitted to the
Lenders.

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(c)     The pro forma
balance sheet of the Consolidated Parties as at April 30, 2001, attached hereto
as Exhibit C, presents fairly and accurately the Consolidated
Parties’ financial condition as at such date after giving effect to the
transactions contemplated by this Agreement, and has been prepared in accordance
with GAAP.



    6.7     Capitalization.      Schedule 6.7 sets
forth, as of the Closing Date, the number of authorized shares of capital stock
or similar equity interests of each Borrower and each Subsidiary of any
Borrower, the number of such shares or other interests that are outstanding, and
the names of the record and beneficial owners of all such shares of all
Borrowers (other than Parent) and their Subsidiaries. All such issued and
outstanding shares or other interests are validly issued, fully paid and
non-assessable.



    6.8     Solvency.     
Each Borrower is Solvent prior to and after giving effect to the Borrowings to
be made on the Closing Date and the issuance of the Letters of Credit to be
issued on the Closing Date, and shall remain Solvent during the term of this
Agreement.



6.9
         Debt.      After giving effect
to the making of the Borrowings to be made on the Closing Date and the issuance
of the Letters of Credit to be issued on the Closing Date, the Consolidated
Parties have no Debt, except (a) the Obligations, (b) Debt described on Schedule 6.9,
and (c) other Permitted Debt.



    6.10
         Distributions.      Since April 30, 2001,
no Distribution has been declared, paid, or made upon or in respect of any
capital stock or other securities of Parent or any of its Subsidiaries, except
for Distributions from Subsidiaries to Parent or other Borrowers.



    6.11
         Real
    Estate; Leases.      Schedule 6.11
sets forth, as of the Closing Date, a correct and complete list of all Real
Estate owned by any Borrower and any of its Subsidiaries, all leases and
subleases of real or personal property held by any Borrower as lessee or
sublessee (other than leases of personal property as to which any Borrower is
lessee or sublessee for which the value of such personal property in the
aggregate is less than $500,000), and all leases and subleases of real or
personal property held by any Borrower as lessor or sublessor. Each of such
leases and subleases is valid and enforceable in accordance with its terms and
is in full force and effect, and, to the Borrowers’ best knowledge, no default
by any party to any such lease or sublease exists, which default could
reasonably be expected to have a Material Adverse Effect. Each
Borrower has good and marketable title in fee simple to the Real Estate
identified on Schedule 6.11 as owned by such Borrower, or valid leasehold
interests in all Real Estate designated therein as "leased" by such
Borrower, and each Borrower has good, indefeasible, and merchantable title to
all of its other property reflected on the April 30, 2001 Financial Statements
delivered to the Agents and the Lenders, except as disposed of in the ordinary
course of business or in accordance with the terms of this Agreement since the
date thereof, free of all Liens except Permitted Liens.



6.12
         Proprietary
    Rights.      Schedule 6.12
sets forth a correct and complete list of all of each Borrower’s Proprietary
Rights. None of the Proprietary Rights is subject to any licensing agreement or
similar arrangement except as set forth on Schedule 6.12. To the best of
any Borrower’s knowledge, none of the Proprietary Rights infringes on or
conflicts with any other 



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     Person’s property, and no other Person’s property
infringes on or conflicts with the Proprietary Rights, in each case, where such
infringement could reasonably be expected to have a Material Adverse Effect. The
Proprietary Rights described on Schedule 6.12 constitute all of the
property of such type necessary to the current and anticipated future conduct of
the Borrowers’ business.



    6.13
         Trade Names.      All trade names or
styles under which any Borrower or any of its Subsidiaries will sell Inventory
or create Accounts, or to which instruments in payment of Accounts may be made
payable, are listed on Schedule 6.13.



    6.14
         Litigation.      Except as set forth
on Schedule 6.14, there is no pending, or to the best of any Borrower’s
knowledge, threatened, action, suit, proceeding, or counterclaim by any Person,
or to the best of any Borrower’s knowledge, investigation by any Governmental
Authority, or any basis for any of the foregoing, which could reasonably be
expected to have a Material Adverse Effect.



    6.15
         Labor
    Disputes.      Except as set forth
on Schedule 6.15, as of the Closing Date (a) there is no collective
bargaining agreement or other labor contract covering employees of any Borrower
or any of its Subsidiaries, (b) no such collective bargaining agreement or other
labor contract is scheduled to expire during the term of this Agreement, (c)
except in the case of any Foreign Subsidiary organized under the laws of France,
no union or other labor organization is seeking to organize, or to be recognized
as, a collective bargaining unit of employees of any Borrower or any of its
Subsidiaries or for any similar purpose, and (d) there is no pending or (to
the best of any Borrower’s knowledge) threatened, strike, work stoppage,
material unfair labor practice claim, or other material labor dispute against or
affecting any Borrower or its Subsidiaries or their employees.



    6.16
         Environmental
    Laws.      Except as otherwise
disclosed on Schedule 6.16 and except for such failures, liabilities,
violations and investigations (and, in the case of clause (f), for tanks,
impoundments, materials and PCBs, and the presence thereof) which could not
reasonably be expected to have a Material Adverse Effect:



(a)     Each Borrower and
its Subsidiaries have complied in all material respects with all Environmental
Laws and neither any Borrower nor any Subsidiary nor any of its presently owned
real property or presently conducted operations, nor its previously owned real
property or prior operations, is subject to any enforcement order from or
liability agreement with any Governmental Authority or private Person respecting
(i) compliance with any Environmental Law or (ii) any potential liabilities and
costs or remedial action arising from the Release or threatened Release of a
Contaminant.

(b)     Each Borrower and
its Subsidiaries have obtained all permits necessary for their current
operations under Environmental Laws, and all such permits are in good standing
and each Borrower and its Subsidiaries are in compliance with all material terms
and conditions of such permits.

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(c)     Neither any
Borrower nor any of its Subsidiaries, nor, to the best of any Borrower’s
knowledge, any of its predecessors in interest, has in violation of applicable
law stored, treated or disposed of any hazardous waste.

(d)     Neither any
Borrower nor any of its Subsidiaries has received any summons, complaint, order
or similar written notice indicating that it is not currently in compliance
with, or that any Governmental Authority is investigating its compliance with,
any Environmental Laws or that it is or may be liable to any other Person as a
result of a Release or threatened Release of a Contaminant.

(e)     To the best of each
Borrower’s knowledge, none of the present or past operations of any Borrower
or its Subsidiaries is the subject of any investigation by any Governmental
Authority evaluating whether any remedial action is needed to respond to a
Release or threatened Release of a Contaminant.

(f)     There is not now,
nor to the best of each Borrower’s knowledge has there ever been, on or in the
Real Estate:






  




        (1) any
        underground storage tanks or surface impoundments,

        (2) any
        asbestos-containing material, or

        (3) any
        polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical
        transformers or other equipment.





  







(g)     Neither any
Borrower nor any of its Subsidiaries has filed any notice under any requirement
of Environmental Law reporting a spill or accidental and unpermitted Release or
discharge of a Contaminant into the environment.

(h)     Neither any
Borrower nor any of its Subsidiaries has entered into any negotiations or
settlement agreements with any Person (including the prior owner of its
property) imposing material obligations or liabilities on any Borrower or any of
its Subsidiaries with respect to any remedial action in response to the Release
of a Contaminant or environmentally related claim.

(i) None of the
products presently manufactured, distributed or sold by any Borrower or any of
its Subsidiaries contain asbestos      containing material.

(j)     No Environmental
Lien has attached to the Real Estate.



    6.17
         No
    Violation of Law.     Neither any Borrower
nor any of its Subsidiaries is in violation of any law, statute, regulation,
ordinance, judgment, order, or decree applicable to it which violation could
reasonably be expected to have a Material Adverse Effect.



6.18     No
    Default.      Neither any Borrower
nor any of its Subsidiaries is in default with respect to any note, indenture,
loan agreement, mortgage, lease, deed, or other agreement to



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     which any Borrower
or such Subsidiary is a party or by which it is bound, which default could
reasonably be expected to have a Material Adverse Effect.



    6.19
         ERISA
    Compliance.



(a)     Each Plan is in
compliance in all material respects with the applicable provisions of ERISA, the
Code and other federal or state law. Each Plan which is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter
from the IRS and to the best knowledge of each Borrower, nothing has occurred
which would cause the loss of such qualification. Each Borrower and each ERISA
Affiliate has made all required contributions to any Plan subject to Section 412
of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

(b)     There are no
pending or, to the best knowledge of any Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan
which has resulted or could reasonably be expected to result in a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan which has resulted or
could reasonably be expected to result in a Material Adverse Effect.

(c)     (i)     No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) neither any Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither any Borrower
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multi-employer Plan; and (v) neither any
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA.



6.20     Taxes.      Each Borrower and its
Subsidiaries have filed all federal and other material tax returns and reports
required to be filed, and have paid all federal and other taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable unless such unpaid taxes
and assessments would constitute a Permitted Lien.



    6.21     Regulated
    Entities.      None of the
Borrowers, any Person "controlling" (as such term is defined in the
Investment Company Act of 1940) any Borrower, or any Subsidiary, is an
"Investment Company" within the meaning of the Investment Company Act
of 1940. No Borrower is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any
state public utilities code or law, or any other federal or state statute or
regulation limiting its ability to incur indebtedness.



    6.22
         Use
    of Proceeds; Margin Regulations.      The proceeds of the
Loans are to be used solely for working capital purposes and to repay Debt on
the Closing Date. Neither any



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    Borrower nor any Subsidiary is engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.



    6.23
         Copyrights,
    Patents, Trademarks and Licenses, etc.     Each Borrower owns or
is licensed or otherwise has the right to use all material patents, trademarks,
service marks, trade names, copyrights, contractual franchises, licenses, rights
of way, authorizations and other rights that are reasonably necessary for the
operation of its businesses, without conflict with the rights of any other
Person. To the best knowledge of each Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by any Borrower or any Subsidiary
infringes upon any rights held by any other Person, where such infringement
could reasonably be expected to have a Material Adverse Effect. No claim or
litigation regarding any of the foregoing is pending or threatened, and no
patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of any Borrower,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse Effect.



    6.24
         No Material Adverse Effect.     No Material Adverse
Effect has occurred since April 30, 2001.



    6.25
         Full
    Disclosure.      None of the
representations or warranties made by any Borrower or any Subsidiary in the Loan
Documents as of the date such representations and warranties are made or deemed
made, and none of the statements contained in any exhibit, report, statement or
certificate furnished by or on behalf of any Borrower or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Borrowers to the Lenders prior to the
Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.



    6.26
         Material
    Agreements.      Schedule 6.26
hereto sets forth as of the Closing Date all Chassis Floorplan Agreements and
Repurchase Agreements to which any Borrower or any of its Subsidiaries is a
party or is bound as of the date hereof.



    6.27
         Bank
    Accounts.      Schedule 6.27
contains a complete and accurate list of all bank accounts maintained by any
Borrower with any bank or other financial institution.



    6.28     Governmental
    Authorization.      No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or other Person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, any
Borrower or any of its Subsidiaries of this Agreement or any other Loan
Document.



ARTICLE
7

AFFIRMATIVE
AND NEGATIVE COVENANTS


 



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Each Borrower covenants
to the Agents and each Lender that so long as any of the Obligations remain
outstanding or this Agreement is in effect:



    7.1
         Taxes
    and Other Obligations.      Each Borrower shall,
and shall cause each of its Subsidiaries to, (a) file when due all tax
returns and other reports which it is required to file; (b) pay, or provide for
the payment, when due, of all taxes, fees, assessments and other governmental
charges against it or upon its property, income and franchises, make all
required withholding and other tax deposits, and establish adequate reserves for
the payment of all such items, and provide to the Collateral Agent and the
Lenders, upon request, satisfactory evidence of its timely compliance with the
foregoing; and (c) pay when due all Debt owed by it and all claims of
materialmen, mechanics, carriers, warehousemen, landlords, processors and other
like Persons, and all other indebtedness owed by it and perform and discharge in
a timely manner all other obligations undertaken by it; provided, however,
so long as the Borrowers have notified the Collateral Agent in writing, neither
any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or
governmental charge (i) it is contesting in good faith by appropriate
proceedings diligently pursued, (ii) as to which such Borrower or its
Subsidiary, as the case may be, has established proper reserves as required
under GAAP, and (iii) the nonpayment of which does not result in the
imposition of a Lien (other than a Permitted Lien).



    7.2
         Legal
    Existence and Good Standing.      Except as permitted
under Section 7.9(e), (f) and (g), each Borrower shall, and
shall cause each of its Subsidiaries to, maintain its legal existence and its
qualification and good standing in its jurisdiction of organization and in all
other jurisdictions in which the failure to maintain such qualification or good
standing could reasonably be expected to have a Material Adverse Effect.



    7.3
         Compliance
    with Law and Agreements; Maintenance of Licenses.      Each Borrower shall
comply, and shall cause each Subsidiary to comply, in all material respects with
all Requirements of Law of any Governmental Authority having jurisdiction over
it or its business (including the Federal Fair Labor Standards Act and all
Environmental Laws). Each Borrower shall, and shall cause each of its
Subsidiaries to, obtain and maintain all licenses, permits, franchises, and
governmental authorizations necessary to own its property and to conduct its
business as conducted on the Closing Date, except where such failure to obtain
or maintain could not reasonably be expected to have a Material Adverse Effect.
No Borrower shall modify, amend or alter its certificate or articles of
incorporation, or its limited liability company operating agreement or limited
partnership agreement, as applicable, other than in a manner which does not
adversely affect the rights of the Lenders or the Collateral Agent.



    7.4
         Maintenance
    of Property; Inspection of Property.



(a)     Each Borrower
shall, and shall cause each of its Subsidiaries to, maintain all of its property
necessary and useful in the conduct of its business, in good operating condition
and repair, ordinary wear and tear excepted.

(b)     The Borrowers shall
permit representatives and independent contractors of the Collateral Agent
(accompanied by any Lender that elects to participate) to visit and inspect any
of their properties, to examine their corporate, financial and operating
records,



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and make copies thereof or abstracts therefrom and to discuss their
affairs, finances and accounts with their directors, officers and independent
public accountants, at such reasonable times during normal business hours and as
soon as may be reasonably desired, upon reasonable advance notice to the
Borrowers’ Agent. The Borrowers shall be responsible for the expenses of the
Collateral Agent and its representatives and independent contractors in
connection with such visits and inspections, as set forth in Section 13.7(f); provided,
however, (i) if no Event of Default exists, the
Borrowers shall not be responsible for the expense of (A) more than four such
inspections and audits per year conducted at the chief executive offices of the
Borrowers or any other location where books and records relating to Accounts are
located, (B) more than two such inspections and audits per year conducted at
each manufacturing location of the Borrowers, and (C) more than one such
inspection and audit per year conducted at each other office or location where
Collateral is located, and (ii) when an Event of Default exists, the Collateral
Agent or any Lender may do any of the foregoing at the expense of the Borrowers
at any time during normal business hours and without advance notice.

(c)     The Borrowers shall
cooperate with the Collateral Agent and its representatives and independent
contractors (such cooperation to include the Borrowers making their books and
records, Collateral and personnel available to the Collateral Agent and its
representatives and independent contractors) in order to enable the Collateral
Agent to obtain updated appraisals of the Fixed Assets (such appraisals to be
prepared on a basis satisfactory to the Collateral Agent) whenever an Event of
Default exists, and at such other times not more frequently than once a year as
the Collateral Agent requests. The Collateral Agent shall select any and all
appraisers in its sole discretion. The Borrowers will reimburse the Collateral
Agent for all of its reasonable out-of-pocket costs and expenses actually
incurred in connection with each such appraisal.

(d)     The Borrowers shall
cooperate with the Collateral Agent and its representatives and independent
contractors (such cooperation to include the Borrowers making their books and
records, Collateral and personnel available to the Collateral Agent and its
representatives and independent contractors) in order to enable the Collateral
Agent to obtain an Appraisal of the Borrowers’ finished goods Inventory and
Fleet Vehicles (a) on or before the Closing Date, and (b) at least every three
months thereafter (or more often, if requested by the Collateral Agent, in its
sole discretion during the existence of an Event of Default). The Collateral
Agent shall select any and all appraisers in its sole discretion. The Borrowers
will reimburse the Collateral Agent for all of its reasonable out-of-pocket
costs and expenses actually incurred in connection with each such Appraisal.



    7.5
         Insurance.



(a)     Parent shall
maintain, and shall cause each of its Subsidiaries to maintain, with financially
sound and reputable insurers having a rating of at least A+ or better by Best
Rating Guide, insurance against loss or damage by fire with extended coverage;
theft, burglary, pilferage and loss in transit; public liability and third party
property damage; larceny, embezzlement or other criminal liability; business
interruption; public liability and third party property damage; and such other
hazards or of such other types as is customary for Persons



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engaged in the same
or similar business, and in amounts consistent with past practices, and under
policies, customary for Persons engaged in the same or similar business. Without
limiting the foregoing, in the event that any improved Real Estate covered by
the Mortgages is determined to be located within an area that has been
identified by the Director of the Federal Emergency Management Agency as a
Special Flood Hazard Area ("SFHA"), the applicable Borrower
shall purchase and maintain flood insurance on the improved Real Estate and any
Equipment and Inventory located on such Real Estate. The amount of said flood
insurance will be reasonably determined by the Collateral Agent, and shall, at a
minimum, comply with applicable federal regulations as required by the Flood
Disaster Protection Act of 1973, as amended. The Borrowers shall also maintain
flood insurance for their Inventory and Equipment which is, at any time, located
in a SFHA.

(b)     Each Borrower shall
cause the Collateral Agent, for the ratable benefit of the Collateral Agent, the
Letter of Credit Issuer and the Lenders, to be named as secured party or
mortgagee and sole loss payee or additional insured, in a manner acceptable to
the Collateral Agent. Each policy of insurance shall contain a clause or
endorsement requiring the insurer to give not less than thirty (30) days’
prior written notice to the Collateral Agent in the event of cancellation of the
policy for any reason whatsoever and a clause or endorsement stating that the
interest of the Collateral Agent shall not be impaired or invalidated by any act
or neglect of any Borrower or any of its Subsidiaries or the owner of any Real
Estate for purposes more hazardous than are permitted by such policy. All
premiums for such insurance shall be paid by the Borrowers when due, and
certificates of insurance and, if requested by the Collateral Agent or any
Lender, photocopies of the policies, shall be delivered to the Collateral Agent.
If any Borrower fails to procure such insurance or to pay the premiums therefor
when due, the Collateral Agent may, and at the direction of the Required Lenders
shall, do so from the proceeds of Revolving Loans.



    7.6
         Insurance and
    Condemnation Proceeds.      The Borrowers shall
promptly notify the Collateral Agent and the Lenders of any loss, damage, or
destruction to the Collateral, whether or not covered by insurance, in excess of
$100,000. The Collateral Agent is hereby authorized to collect all insurance and
condemnation proceeds in respect of Collateral (other than Collateral subject to
a prior Permitted Lien permitted under clauses (i), (j), (k),
(l) or (m) of the definition of "Permitted Liens")
directly and to apply or remit them as follows:



(a)     With respect to
insurance and condemnation proceeds relating to such Collateral other than Fixed
Assets, after deducting from such proceeds the reasonable expenses, if any,
incurred by the Collateral Agent in the collection or handling thereof, the
Collateral Agent shall apply such proceeds, ratably, to the reduction of the
Obligations in the order provided for in Section 3.8.

(b)     With respect to
insurance and condemnation proceeds relating to such Collateral consisting of
Fixed Assets, the Collateral Agent shall permit or require the Borrowers to use
such proceeds, or any part thereof, to replace, repair, restore or rebuild the
relevant Fixed Assets in a diligent and expeditious manner with materials and
workmanship of substantially the same quality as existed before the loss, damage
or destruction so long as (i) no



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Default or Event of Default has occurred
and is continuing, (ii) the aggregate proceeds do not exceed $250,000 and
(iii) the Borrowers first (A) provide the Collateral Agent and the Required
Lenders with plans and specifications for any such repair or restoration which
shall be reasonably satisfactory to the Collateral Agent and the Required
Lenders and (B) demonstrate to the reasonable satisfaction of the Collateral
Agent and the Required Lenders that the funds available to them will be
sufficient to complete such project in the manner provided therein. In all other
circumstances, the Collateral Agent shall apply such insurance and condemnation
proceeds, ratably, to the reduction of the Obligations in the order provided for
in Section 3.4(d).



    7.7
         Environmental
    Laws.



(a)     Each Borrower
shall, and shall cause each of its Subsidiaries to, conduct its business in
compliance with all Environmental Laws applicable to it, including those
relating to the generation, handling, use, storage, and disposal of any
Contaminant, except where such failure could not reasonably be expected to have
a Material Adverse Effect. Each Borrower shall, and shall cause each of its
Subsidiaries to, take prompt and appropriate action, in accordance with any
applicable Environmental Law, to respond to any non-compliance or alleged
non-compliance with Environmental Laws and shall promptly report to the
Collateral Agent on such response.

(b)     Without limiting
the generality of the foregoing, the Borrowers shall submit to the Collateral
Agent and the Lenders annually, commencing on the first Anniversary Date, and on
each Anniversary Date thereafter, an update of the status of each environmental
compliance or liability issue that could be reasonably be expected to result in
liabilities or costs in excess of $100,000 in the aggregate. The Collateral
Agent or any Lender shall be provided, upon request, copies of any studies,
audits, assessments or other reports prepared by any Borrower or Person and any
communications by or between any Borrower or any Governmental Authority related
to such environmental issue to determine whether each Borrower or any of its
Subsidiaries is proceeding reasonably to correct, cure or contest in good faith
any alleged non-compliance or environmental liability. Each Borrower shall, at
the Collateral Agent’s or the Required Lenders’ request and at the Borrowers’
expense, (i) retain an independent environmental engineer acceptable to the
Collateral Agent to evaluate the site, including tests if appropriate, where the
non-compliance or alleged non-compliance with Environmental Laws which could
reasonably be expected to result in liabilities or costs in excess of $10,000
with respect to any Real Estate owned by a RoadOne Borrower, or $100,000 with
respect to any Real Estate owned by a Miller Borrower, has occurred and prepare
and deliver to the Collateral Agent, in sufficient quantity for distribution by
the Collateral Agent to the Lenders, a report setting forth the results of such
evaluation, a proposed plan for responding to any environmental problems
described therein, and an estimate of the costs thereof, and (ii) provide to the
Collateral Agent and the Lenders a supplemental report of such engineer whenever
the scope of any environmental problems which could reasonably be expected to
result in liabilities or costs in excess of $10,000 with respect to any Real
Estate owned by a RoadOne Borrower, or $100,000 with respect to any Real Estate
owned by a Miller Borrower, or the response thereto or the estimated costs
thereof, shall increase in any material respect.



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(c)     The Collateral
Agent and its representatives shall have the right at any reasonable time to
enter and visit the Real Estate and any other place where any property of any
Borrower is located for the purposes of observing or investigating the Real
Estate and activities thereon, taking and removing soil or groundwater samples,
and conducting tests on any part of the Real Estate, provided that the Borrowers
shall not be responsible for the costs and expenses incurred in connection with
such activities in the absence of an Event of Default. The Collateral Agent is
under no duty, however, to visit or observe the Real Estate or to conduct tests,
and any such acts by the Collateral Agent will be solely for the purposes of
protecting the Collateral Agent’s Liens and preserving the Collateral Agent
and the Lenders’ rights under the Loan Documents. No site visit, observation
or testing by the Collateral Agent and the Lenders will result in a waiver of
any default of any Borrower or impose any liability on the Collateral Agent or
the Lenders. In no event will any site visit, observation or testing by the
Collateral Agent be a representation that Contaminants are or are not present
in, on or under the Real Estate, or that there has been or will be compliance or
non-compliance with any Environmental Law. Neither any Borrower nor any other
party is entitled to rely on any site visit, observation or testing by the
Collateral Agent. The Collateral Agent and the Lenders owe no duty of care to
protect any Borrower or any other party against, or, unless otherwise required
by any applicable Environmental Law, to inform any Borrower or any other party
of the presence of any Contaminants or any other adverse condition affecting the
Real Estate. The Collateral Agent may in its discretion disclose to any Borrower
or to any other party if so required by law any report or findings made as a
result of, or in connection with, any site visit, observation or testing by the
Collateral Agent. Each Borrower understands and agrees that the Collateral Agent
makes no warranty or representation to any Borrower or any other party regarding
the truth, accuracy or completeness of any such report or findings that may be
disclosed. Each Borrower also understands that depending on the results of any
site visit, observation or testing by the Collateral Agent and disclosed to any
Borrower, such Borrower may have a legal obligation to notify one or more
Governmental Authorities of the results, that such reporting requirements are
site-specific, and are to be evaluated by such Borrower without advice or
assistance from the Collateral Agent. In each instance, the Collateral Agent
will give the Borrowers’ Agent reasonable notice before entering the Real
Estate or any other place the Collateral Agent is permitted to enter under this Section 7.7(c).
The Collateral Agent will make reasonable efforts to avoid interfering with the
applicable Borrower’s use of the Real Estate or any other property in
exercising any rights provided hereunder.



    7.8
         Compliance
    with ERISA.      Each Borrower shall,
and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA, the
Code and other federal or state law; (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; (c) make all
required contributions to any Plan subject to Section 412 of the Code, except to
the extent the failure to make any such contribution could not reasonably be
expected to result in liabilities to the Borrowers in excess of $250,000; (d)
not engage in a prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan which could reasonably be expected
to result in liabilities to the Borrowers in excess of $250,000; and (e) not
engage in a transaction that could be subject to Section 4069 or 4212(c) of
    ERISA.



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    7.9
         Mergers,
    Consolidations or Sales.      Neither any Borrower
nor any of its Subsidiaries shall enter into any transaction of merger,
reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise
dispose of all or any part of its property, or wind up, liquidate or dissolve,
or agree to do any of the foregoing, except (a) for sales of Inventory to
non-Affiliates in the ordinary course of its business, and for sales of
Inventory in the ordinary course of business to Miller Borrowers that are
distributors, (b) for sales of Inventory by the Miller Borrowers in the ordinary
course of business to the Foreign Subsidiaries and the RoadOne Borrowers,
provided that (i) the purchase price for such Inventory shall at least equal the
Miller Borrowers’ cost with respect thereto and shall be due and payable
within thirty (30) days after the date of such sale, and (ii) all such Inventory
purchased by the Designated Subsidiaries shall be subject to the perfected first
priority Lien of the Miller Borrowers in accordance with the terms of the
Intercompany Security Documents, (c) for transfers of other assets in the
ordinary course of business among the Miller Borrowers, provided that at all
times the Agent’s Liens in such assets remain perfected, (d) for transfers of
other assets in the ordinary course of business among the RoadOne Borrowers,
provided that at all times the Agent’s Liens in such assets remain perfected,
(e) for mergers of any Miller Borrower with and into another Miller Borrower,
and mergers of any RoadOne Borrower with and into another RoadOne Borrower, (f)
for sales or other dispositions of Fixed Assets in the ordinary course of
business that are obsolete or no longer useable by the Borrowers or their
Subsidiaries in their business with an orderly liquidation value not to exceed
$100,000 in the aggregate in any Fiscal Year; provided, that (i) within one
hundred twenty (120) days following each such Fixed Assets sale or disposition,
the Borrowers shall either (A) reinvest the proceeds of that sale or disposition
in other Fixed Assets or (B) apply such proceeds to the Loans in accordance with
Sections 3.4(b) and (d), and (ii) Fixed Assets purchased with such
proceeds shall be free and clear of all Liens, except the Agent’s Liens, (g)
that RoadOne Borrowers (but not any Miller Borrower, except in the case of the
sale of the capital stock of any RoadOne Borrower) may effect one or more Asset
Dispositions, so long as (i) no Default or Event of Default exists or will
result therefrom, (ii) all proceeds of such Asset Disposition are payable in
cash at the time of the consummation of such Asset Disposition, (iii) all Net
Proceeds therefrom are applied in accordance with Section 3.4(b), (iv)
the Borrowers shall, after giving effect to such Asset Disposition, be in pro
forma compliance with the minimum EBITDA covenant set forth in Section 7.24
(for purposes of this clause (iv), such EBITDA test shall be measured as
of the most recently ended fiscal month for the twelve fiscal month period then
ended and shall be calculated as if such Asset Disposition had been consummated
on the first day of such twelve fiscal month period), (v) the Net Proceeds from
any such Asset Disposition are not less than the Net Senior Creditor Proceeds
plus the amount of the Required Payments; provided, that, with respect to any
single Asset Disposition involving more than one category of Collateral
described in the definition of "Net Senior Creditor Proceeds", this clause
(v) shall be satisfied if the total Net Proceeds from such Asset Disposition
equals or exceeds the sum of the amounts otherwise required under the definition
of "Net Senior Creditor Proceeds" plus the amount of the Required
Payments, and (vi) a Responsible Officer shall have delivered a certificate to
the Collateral Agent containing the information and calculations necessary (in
such detail as the Collateral Agent may reasonably request) to establish that
such Asset Disposition is permitted hereunder, and (h) for sales or other
dispositions of Fleet Vehicles in the ordinary course of business that are
obsolete or no longer used or useful by the RoadOne Borrowers in their



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    business,
provided that the Collateral Agent may, in its discretion, make adjustments to
the RoadOne Borrowing Base to reflect any such sale or disposition.



    7.10
         Distributions;
    Capital Change; Restricted Investments.      Neither any Borrower
nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or
incur any liability to make, any Distribution, except (i) Distributions by any
Subsidiary to its parent corporation, and (ii) so long as no Event of Default
exists, Distributions in an aggregate amount not to exceed $100,000 by Parent to
its shareholders constituting repurchases of fractional shares of stock by
Parent in connection with the consummation of any reverse stock split, (b) make
any change in its capital structure which could reasonably be expected to have a
Material Adverse Effect, or (c) make any Restricted Investment.



    7.11
         Transactions
    Affecting Collateral or Obligations.      Neither any Borrower
nor any of its Subsidiaries shall enter into any transaction which could be
reasonably expected to have a Material Adverse Effect.



    7.12
         Guaranties.      Neither any Borrower
nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty,
except (a) Guaranties of the Obligations, (b) Guaranties of Debt under the
Junior Credit Agreement as long as such Debt is permitted under Section
7.13(d) and such Guaranties are subject to the terms of the Subordination
Agreement, and (c) for the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business.



    7.13
         Debt.      Neither any Borrower
nor any of its Subsidiaries shall incur or maintain any Debt, other than the
following ("Permitted Debt"): (a) the Obligations;
(b) Debt described on Schedule 6.9; (c) Capital Leases of
Equipment and purchase money secured Debt incurred to purchase Equipment provided
that (i) Liens securing the same attach only to the Equipment acquired by
the incurrence of such Debt, and (ii) the aggregate amount of such Debt
(including Capital Leases) outstanding does not exceed $5,000,000 at any time;
(d) Subordinated Debt under the Junior Credit Agreement as long as the
outstanding principal amount thereof does not exceed $14,000,000; (e) Debt
evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9;
provided that (i) the principal amount thereof is not increased,
(ii) the Liens, if any, securing such refunded, renewed or extended Debt do
not attach to any assets in addition to those assets, if any, securing the Debt
to be refunded, renewed or extended, (iii) no Person that is not an obligor or
guarantor of such Debt as of the Closing Date shall become an obligor or
guarantor thereof, and (iv) the terms of such refunding, renewal or
extension are no less favorable to any Borrower, the Agents or the Lenders than
the original Debt; (f) the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business; (g)
obligations of Parent incurred in the ordinary course of business consistent
with past practices directly or indirectly guaranteeing any trade payables of
Subsidiaries in an aggregate amount not to exceed $1,000,000 outstanding at any
time; (h) to the extent approved by the Required Lenders in writing in their
sole discretion, guarantee obligations of Parent incurred in the ordinary course
of business directly or indirectly guaranteeing Debt of any purchaser of the
assets or stock of a RoadOne Borrower in accordance with Section 7.9(g);
(i) contingent inventory repurchase obligations incurred pursuant to a
Repurchase Agreement with



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    respect to floorplan financing for Independent
Distributors, provided that the amount of such contingent obligations shall not
exceed $30,000,000 in the aggregate at any time and any such Repurchase
Agreement entered into after the date hereof has been approved by the Collateral
Agent in accordance with Section 7.19; (j) contingent partial recourse
obligations of Parent incurred pursuant to the Repurchase Agreement with
NationsCredit Commercial Corporation with respect to floorplan financing for
Independent Distributors, provided that the amount of such contingent
obligations shall not exceed $1,000,000 in the aggregate at any time; (k)
intercompany Debt permitted under clauses (e), (f), (g),
and (h) of the definition of "Restricted Investment"; and (l)
Permitted Refinancing Debt.



    7.14
         Prepayment;
    Amendments.



(a)     Neither any
Borrower nor any of its Subsidiaries shall voluntarily prepay any Debt, except (i)
that the Borrowers may prepay the Obligations in accordance with the terms of
this Agreement, and (ii) for prepayments of intercompany Debt described in clauses
(e), (f), (g) and (h) of the definition of
"Restricted Investment".

(b)     No Borrower shall (i)
make any payment of any amount owing under or with respect to the Junior Credit
Agreement (including any payment of principal or interest), except in accordance
with the terms of the Subordination Agreement pursuant to a Permitted Payment or
a Permitted Refinancing, or (ii) enter into any amendment or modification of the
Junior Credit Agreement except as permitted under Section 7.2 of the
Subordination Agreement.



    7.15
         Transactions
    with Affiliates.      Except as set forth
below, neither any Borrower nor any Subsidiary shall sell, transfer, distribute,
or pay any money or property, including, but not limited to, any fees or
expenses of any nature (including, but not limited to, any fees or expenses for
management services), to any Affiliate, or lend or advance money or property to
any Affiliate, or invest in (by capital contribution or otherwise) or purchase
or repurchase any stock or indebtedness, or any property, of any Affiliate, or
become liable on any Guaranty of the indebtedness, dividends, or other
obligations of any Affiliate. Notwithstanding the foregoing, the following shall
be permitted: (a) transactions with Affiliates expressly permitted hereunder
with respect to Affiliates, (b) transactions set forth on Schedule 7.15,
(c) compensation and indemnity arrangements with officers, directors and
employees in the ordinary course of business, and (d) the Borrowers and their
Subsidiaries may engage in transactions with Affiliates in the ordinary course
of business on terms no less favorable to the Borrowers and their Subsidiaries
than would be obtained in a comparable arm’s-length transaction with a third
party who is not an Affiliate. The terms of all such transactions shall be
made available to the Collateral Agent upon request.



    7.16
         Investment
    Banking and Finder’s Fees.      Neither any Borrower
nor any of its Subsidiaries shall pay or agree to pay, or reimburse any other
party with respect to, any investment banking or similar or related fee,
underwriter’s fee, finder’s fee, or broker’s fee to any Person in
connection with this Agreement. Each Borrower shall defend and indemnify the
Agents and the Lenders against and hold them harmless from all claims of any
Person that any Borrower is obligated to pay for any such fees, and all costs
and expenses (including attorneys’ fees) incurred by the Agents and/or any
Lender in connection therewith.



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    7.17
         Business
    Conducted.      The Borrowers shall
not and shall not permit any of their Subsidiaries to, engage directly or
indirectly, in any line of business other than the businesses in which the
Borrowers are engaged on the Closing Date.



    7.18
         Liens.      Neither any Borrower
nor any of its Subsidiaries shall create, incur, assume, or permit to exist any
Lien on any property now owned or hereafter acquired by any of them, except
Permitted Liens.



    7.19
         Sale
    and Leaseback Transactions.      Neither any Borrower
nor any of its Subsidiaries shall, directly or indirectly, enter into any
arrangement with any Person providing for such Borrower or Subsidiary to lease
or rent property that such Borrower or Subsidiary has sold or will sell or
otherwise transfer to such Person.



    7.20
         New
    Subsidiaries.      No Borrower shall,
directly or indirectly, organize, create, acquire or permit to exist any
Subsidiary other than those listed on Schedule 6.5.



    7.21
         Fiscal
    Year.      The Borrowers shall
not change their Fiscal Year from a fiscal year ending on April 30; provided,
that, the Borrowers may elect to change their Fiscal Year to a fiscal year
ending on December 31 or January 31 as long as the Borrowers provide the
Collateral Agent at least thirty (30) days’ prior written notice thereof and,
prior to the effectiveness of any such change, the Borrowers and the Required
Lenders will agree in good faith to amend the financial covenants described in Sections
7.22 and 7.24 so as to equitably reflect any such change in the
fiscal year end.



    7.22
         Capital
    Expenditures.      Neither any Borrower
nor any of its Subsidiaries shall make or incur any Capital Expenditure if,
after giving effect thereto, the aggregate amount of all Capital Expenditures by
the Borrowers and their Subsidiaries on a consolidated basis would exceed (a)
$5,600,000 for the Fiscal Year ending on April 30, 2002, (b) $6,250,000 for the
Fiscal Year ending on April 30, 2003, and (c) $6,750,000 for any Fiscal Year
thereafter.



    7.23
         Fixed
    Charge Coverage Ratio.      The Consolidated
Parties will maintain a Fixed Charge Coverage Ratio for each period of four
consecutive fiscal quarters ended on the last day of each fiscal quarter of not
less than (a) 1.0 to 1, in the case of the four fiscal quarter period
ending on July 31, 2001, and (b) 1.1 to 1, in the case of each four fiscal
quarter period ending thereafter.



    7.24     
    EBITDA.      On a consolidated
basis, the Consolidated Parties shall have EBITDA for each four fiscal quarter
period ending during the periods set forth below of not less than the Applicable
EBITDA Requirement:



 

	
      Fiscal Quarters
      Ending
	
      Initial EBITDA

      Requirement

    	
      Subsequent EBITDA

      Requirement

    
	 	 	 
	
      From the Closing
      Date through April 29, 2002

       
	
      $18,500,000
	
      $14,850,000

	
      From April 30,
      2002 through April 29, 2003

       
	
      $21,000,000
	
      $14,850,000




   




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      Fiscal Quarters
      Ending
	
      Initial EBITDA

      Requirement

    	
      Subsequent EBITDA

      Requirement

    
	 	 	 
	
      From April 30,
      2003 through April 29, 2004

       
	
      $26,600,000
	
      $17,100,000

	
      From April 30,
      2004 through April 29, 2005

       
	
      $28,000,000
	
      $17,650,000

	
      Each fiscal
      quarter end thereafter

       
	
      $30,000,000
	
      $18,250,000




 

As used in this Section
7.24, "Applicable EBITDA Requirement" means (a) until the
Transition Date, the Initial EBITDA Requirement set forth above, and (b)
thereafter, the Subsequent EBITDA Requirement set forth above.

In addition, the
Consolidated Parties shall have EBITDA (i) for the four consecutive fiscal
quarter period ending on April 30, 2001 of at least $18,500,000, and (ii) for
the fiscal quarter ending on April 30, 2001 of at least $5,000,000.



    7.25
         Minimum Excess
    Availability.




The Borrowers shall
maintain (a) Excess Availability of not less than $5,000,000 at all times, (b)
Miller Excess Availability of not less than $4,000,000 at all times, and (c)
RoadOne Excess Availability of not less than $1,000,000 at all times.



    7.26
         Use
    of Proceeds.      The Borrowers shall
not, and shall not suffer or permit any Subsidiary to, use any portion of the
Loan proceeds, directly or indirectly, (a) to purchase or carry Margin Stock,
(b) to repay or otherwise refinance indebtedness of the Borrowers or others
incurred to purchase or carry Margin Stock, (c) to extend credit for the purpose
of purchasing or carrying any Margin Stock, or (d) to acquire any security in
any transaction that is subject to Section 13 or 14 of the Exchange Act.



    7.27     Hedge Agreements.      Within ninety (90)
days after the Closing Date and continuing thereafter until the Obligations are
paid in full and all Commitments are terminated, the Borrowers will put into
place and maintain one or more Hedge Agreements, on terms acceptable to the
Agents, with Bank of America or another financial institution reasonably
acceptable to the Agents, the effect of which will be to place a limit upon the
interest rate payable by the Borrowers with respect to at least $30,000,000 of
Loans and loans constituting Subordinated Debt.






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    7.28     Banking Relationships.      In order to
facilitate the administration of the Loans and this Agreement, the Borrowers
shall maintain Bank of America as the Borrowers’ principal depository bank,
including for the maintenance of operating, administrative, cash management,
collection activity and other deposit accounts for the conduct of the Borrowers’
business; provided, that, if Bank of America in its sole discretion elects not
to provide such accounts and services for the Borrowers, the Borrowers shall
arrange for and maintain such accounts and services with another bank acceptable
to the Agents in their discretion.



    7.29     Repurchase and Chassis Floorplan Agreements.      The Borrowers shall
not (a) enter into any Repurchase Agreement or Chassis Floorplan Agreement after
the date hereof, or (b) amend, modify or supplement any Repurchase Agreement or
Chassis Floorplan Agreement that is in effect as of the date hereof, unless, in
either case, (i) the Borrowers have delivered copies of any such Repurchase
Agreement or Chassis Floorplan Agreement, or amendment, modification or
supplement thereof, together with all other agreements, documents and
instruments relating thereto, to the Collateral Agent at least five (5) Business
Days prior to the proposed effective date of such Repurchase Agreement or
Chassis Floorplan Agreement, or amendment, modification or supplement thereof,
and (ii) the Collateral Agent shall have provided its written consent to the
Borrowers’ Agent with respect thereto (such consent not to be unreasonably
withheld or delayed).



    7.30     Billing and Collections.      The Borrowers shall
at all times maintain the Contract for Services dated as of December 10, 1999 by
and among Road One, Inc. and the Profiles Company in full force and effect, or
will make other arrangements with respect to the collection of the Accounts of
the RoadOne Borrowers as may be reasonably acceptable to the Collateral Agent.
In addition, so long as the Contract for Services is in effect, the Borrowers
shall cause the Profiles Company Agreement to remain in full force and effect at
all times.



    7.31
         Further
    Assurances.      The Borrowers shall
execute and deliver, or cause to be executed and delivered, to the Collateral
Agent and/or the Lenders such documents and agreements, and shall take or cause
to be taken such actions, as the Collateral Agent or any Lender may, from time
to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents.



ARTICLE
8

CONDITIONS
OF LENDING




    8.1
         Conditions
    Precedent to Making of Loans on the Closing Date.      The obligation of the
Lenders to make the initial Revolving Loans and the Term Loans on the Closing
Date, and the obligation of the Collateral Agent to cause the Letter of Credit
Issuer to issue, and the Letter of Credit Issuer to issue, any Letter of Credit
on the Closing Date, are subject to the following conditions precedent having
been satisfied or waived in writing in a manner satisfactory to the Agents and
each Lender:



(a)     This Agreement and
the other Loan Documents shall have been executed by each party thereto and the
Borrowers shall have performed and complied with all




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covenants, agreements and
conditions contained herein and the other Loan Documents which are required to
be performed or complied with by the Borrowers before or on such Closing Date.

(b)     Upon making the
Loans on the Closing Date (including such Loans made to finance all fees due on
the Closing Date or otherwise as reimbursement for fees, costs and expenses then
payable under this Agreement) and with all its obligations current (and after
deducting from the applicable Borrowing Bases all other fees and expenses
incurred by the Borrowers in connection with the closing of this Agreement that
are not paid at closing), the Borrowers shall have Excess Availability of at
least $12,000,000, Miller Excess Availability of at least $6,000,000, and
RoadOne Excess Availability of at least $6,000,000.

(c)     All representations
and warranties made hereunder and in the other Loan Documents shall be true and
correct as if made on such date.

(d)     No Default or Event
of Default shall have occurred and be continuing after giving effect to the
Loans to be made and the Letters of Credit to be issued on the Closing Date.

(e)     The Agents and the
Lenders shall have received such opinions of counsel for the Borrowers and their
Subsidiaries as the Agents or any Lender shall request, each such opinion to be
in a form, scope, and substance reasonably satisfactory to the Agents, the
Lenders, and their respective counsel.

(f)     The Collateral
Agent shall have received title policies, in form and substance acceptable to
the Collateral Agent, with respect to the Mortgages, or, in the Collateral Agent’s
discretion, commitments for the issuance of such title policies containing only
such exceptions as may be acceptable to the Collateral Agent and the Lenders,
and such other items with respect to the Mortgages as the Collateral Agent deems
appropriate, including such surveys as the Collateral Agent may require,
provided that no title policies, title commitments or surveys will be required
with respect to any owned Real Estate with an appraised fair market value of
less than $150,000.

(g)     The applicable
Borrowers shall have entered into the Junior Credit Agreement, in form and
substance acceptable to the Agents and the Lenders, with the other parties
thereto.

(h)     The Collateral
Agent shall have received:






  




        (i)     acknowledgment copies of proper financing statements, duly filed on or
        before the Closing Date under the UCC of all jurisdictions that the
        Collateral Agent may deem necessary or desirable in order to perfect the
        Agent’s Liens (or, in the Collateral Agent’s sole discretion, proper
        financing statements in appropriate form for filing under the UCC of all
        jurisdictions that the Collateral Agent may deem necessary or desirable
        in order to perfect the Agent’s Liens);

  






-49-



     





         



  
        (ii)      duly
        executed UCC-3 Termination Statements and such other instruments, in
        form and substance satisfactory to the Collateral Agent, as shall be
        necessary to terminate and satisfy all Liens on the Property of the
        Borrowers and their Subsidiaries except Permitted Liens;




        (iii)     the duly
        executed and delivered Custodial Administration Agreement, together with
        confirmation satisfactory to the Collateral Agent, in accordance with
        the terms thereof, that the Custodial Administrator holds in its
        possession all of the Existing Certificates of Title and that each such
        Existing Certificate of Title notes the Lien of the Existing Titled
        Collateral Agent as the only Lien thereon;

        (iv)     landlord’s
        waiver and consent agreements, in form and substance satisfactory to the
        Collateral Agent, duly executed on behalf of each landlord of real
        property on which any books and records or computer hardware or software
        relating to Accounts is located;

        (v)     such
        Blocked Account Agreements as shall be required by the Collateral Agent
        duly executed by the Borrowers and Clearing Bank with respect to each of
        the bank accounts identified on Schedule 6.27 as being subject to
        a Blocked Account Agreement; and

        (vi)     the
        Subordination Agreement, duly executed by the parties thereto, in form
        and substance satisfactory to the Agents and the Lenders.













(i)     The Borrowers shall
have paid all fees and expenses of the Agents and the Attorney Costs incurred in
connection with any of the Loan Documents and the transactions contemplated
thereby to the extent invoiced.

(j)     The Agents shall
have received evidence, in form, scope, and substance, reasonably satisfactory
to the Agents, of all insurance coverage as required by this Agreement.

(k)     All proceedings
taken in connection with the execution of this Agreement, all other Loan
Documents and all documents and papers relating thereto shall be satisfactory in
form, scope, and substance to the Agents and the Lenders.

(l)     The Collateral
Agent shall have received the duly executed and delivered Profiles Company
Agreement.

(m)     The Agents’
receipt of (i) draft financial statements for the fiscal year ended April 30,
2001, as prepared by the Borrowers’ certified public accountants, in form and
substance satisfactory to the Agents, which financial statements shall evidence
EBITDA of at least $18,500,000 for the fiscal year ended April 30, 2001, and
(ii) internally prepared financial statements for the fiscal quarter ended April
30, 2001, in form and substance satisfactory to the



-50-



     



 

Agents, which financial
statements shall evidence EBITDA of at least $5,000,000 for the fiscal quarter
ended April 30, 2001.

(n)     The Collateral
Agent shall have received (i) a duly executed original of the Intercompany
Security Documents Assignment, and (ii) a certified copy of all Intercompany
Security Documents.

(o)     Without limiting
the generality of the items described above, the Borrowers and each Person
guarantying or securing payment of the Obligations shall have delivered or
caused to be delivered to the Agents (in form and substance reasonably
satisfactory to the Agents), the financial statements, instruments, resolutions,
documents, agreements, certificates, opinions and other items set forth on the
"Closing Checklist" delivered by the Administrative Agent (or
its counsel) to the Borrowers’ Agent (or its counsel) prior to the Closing
Date.

The acceptance by the
Borrowers of any Loans made or Letters of Credit issued on the Closing Date
shall be deemed to be a representation and warranty made by the Borrowers to the
effect that all of the conditions precedent to the making of such Loans or the
issuance of such Letters of Credit have been satisfied (unless waived in writing
by the Lenders), with the same effect as delivery to the Agents and the Lenders
of a certificate signed by a Responsible Officer of Parent, dated the Closing
Date, to such effect.

Execution and delivery
to the Administrative Agent by a Lender of a counterpart of this Agreement shall
be deemed confirmation by such Lender that (i) all conditions precedent in this Section
8.1 have been fulfilled to the satisfaction of such Lender, (ii) the
decision of such Lender to execute and deliver to the Administrative Agent an
executed counterpart of this Agreement was made by such Lender independently and
without reliance on the Agents or any other Lender as to the satisfaction of any
condition precedent set forth in this Section 8.1, and (iii) all
documents sent to such Lender for approval consent, or satisfaction were
acceptable to such Lender.



    8.2
         Conditions Precedent to Each Loan.      The obligation of the
Lenders to make each Loan, including the initial Revolving Loans on the Closing
Date and the Term Loans, and the obligation of the Collateral Agent to cause the
Letter of Credit Issuer to issue, and the obligation of the Letter of Credit
Issuer to issue, any Letter of Credit shall be subject to the further conditions
precedent that on and as of the date of any such extension of credit:



(a)     The following
statements shall be true, and the acceptance by any Borrower of any extension of
credit shall be deemed to be a statement to the effect set forth in clauses (i),
(ii) and (iii) with the same effect as the delivery to the
Collateral Agent and the Lenders of a certificate signed by a Responsible
Officer, dated the date of such extension of credit, stating that:






  




        (i) The
        representations and warranties contained in this Agreement and the other
        Loan Documents are correct in all material respects on and as of the
        date of such extension of credit as though made on and as of such

  







         




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        date,
        other than any such representation or warranty which relates to a
        specified prior date and except to the extent the Collateral Agent and
        the Lenders have been notified in writing by the Borrowers that any
        representation or warranty is not correct and the Required Lenders have
        explicitly waived in writing compliance with such representation or
        warranty; and

        (ii)     No event
        has occurred and is continuing, or would result from such extension of
        credit, which constitutes a Default or an Event of Default; and

        (iii)     No event
        has occurred and is continuing, or would result from such extension of
        credit, which has had or would have a Material Adverse Effect.





  







(b)     No such Borrowing
or Letter of Credit shall cause the Borrowers to exceed Availability, the Miller
Borrowers to exceed the Miller Availability, or the RoadOne Borrowers to exceed
the RoadOne Availability, provided, however, that the foregoing
conditions precedent are not conditions to each Lender participating in or
reimbursing CIT or the Collateral Agent for such Lenders’ Pro Rata Share of
any Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h)
and (i).

ARTICLE
9

DEFAULT;
REMEDIES




    9.1
         Events
    of Default.      It shall constitute
an event of default ("Event of Default") if any one
or more of the following shall occur for any reason:




  




        (a)     any failure
        by the Borrowers to pay the principal of or interest or premium on any
        of the Obligations or any fee or other amount owing hereunder when due,
        whether upon demand or otherwise;

        (b)     any
        representation or warranty made or deemed made by any Borrower in this
        Agreement or by any Borrower or any of its Subsidiaries in any of the
        other Loan Documents, any Financial Statement, or any certificate
        furnished by any Borrower or any of its Subsidiaries at any time to
        either Agent or any Lender shall prove to be untrue in any material
        respect as of the date on which made, deemed made, or furnished;

        (c)     (i)     any
        default shall occur in the observance or performance of any of the
        covenants and agreements contained in Sections 5.2(l), 7.2,
        7.4(b), (c) or (d), 7.5, 7.9 through 7.29,
        or Section 9 or 11 of the Security Agreement; (ii) any default
        shall occur in the observance or performance of any of the covenants and
        agreements contained in Section 5.2 (other than Sections
        5.2(l)), 5.3 or 7.4(a) and such default shall
        continue for five (5) Business Days or more; (iii) any default shall
        occur in the observance or performance of any of the covenants or
        agreements contained in Section 7.30 and such default shall
        continue for sixty (60)

  

  


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        days or more after the earlier of knowledge
        thereof by a Responsible Officer of any Borrower or notice from any
        Agent or any Lender; or (iv) any default shall occur in the
        observance or performance of any of the other covenants or agreements
        contained in any other Section of this Agreement, any other Loan
        Document or any other agreement entered into at any time to which any
        Borrower or any Subsidiary and any Agent or any Lender are party
        (including in respect of any Bank Products), and such default shall
        continue for thirty (30) days or more after the earlier of
        knowledge thereof by a Responsible Officer of any Borrower or notice
        from any Agent or any Lender;

        (d)     any default
        shall occur with respect to (i) the Debt under the Junior Credit
        Agreement (other than any defaults which result from operation of the
        payment blockage provisions in the Subordination Agreement), (ii) any
        other Debt (other than the Obligations) of any Borrower or any of its
        Subsidiaries in an outstanding principal amount which exceeds $250,000
        individually or $500,000 in the aggregate, or (iii) any agreement or
        instrument under or pursuant to which any such Debt may have been
        issued, created, assumed, or guaranteed by any Borrower or any of its
        Subsidiaries, and such default shall continue for more than the period
        of grace, if any, therein specified, if the effect thereof (with or
        without the giving of notice or further lapse of time or both) is to
        accelerate, or to permit the holders of any such Debt to accelerate, the
        maturity of any such Debt; or any such Debt shall be declared due and
        payable or be required to be prepaid (other than by a regularly
        scheduled required prepayment) prior to the stated maturity thereof;

        (e)     any
        Borrower or any of its Subsidiaries shall (i) file a voluntary petition
        in bankruptcy or file a voluntary petition or an answer or otherwise
        commence any action or proceeding seeking reorganization, arrangement or
        readjustment of its debts or for any other relief under the federal
        Bankruptcy Code, as amended, or under any other bankruptcy or insolvency
        act or law, state or federal, now or hereafter existing, or consent to,
        approve of, or acquiesce in, any such petition, action or proceeding;
        (ii) apply for or acquiesce in the appointment of a receiver,
        assignee, liquidator, sequestrator, custodian, monitor, trustee or
        similar officer for it or for all or any part of its property; (iii)
        make an assignment for the benefit of creditors; or (iv) be unable
        generally to pay its debts as they become due;

        (f)     an
        involuntary petition shall be filed or an action or proceeding otherwise
        commenced seeking reorganization, arrangement, consolidation or
        readjustment of the debts of any Borrower or any of its Subsidiaries or
        for any other relief under the federal Bankruptcy Code, as amended, or
        under any other bankruptcy or insolvency act or law, state or federal,
        now or hereafter existing and such petition or proceeding shall not be
        dismissed within sixty (60) days after the filing or commencement
        thereof or an order of relief shall be entered with respect thereto;

  






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        (g)     a receiver,
        assignee, liquidator, sequestrator, custodian, monitor, trustee or
        similar officer for any Borrower or any of its Subsidiaries or for all
        or any material part of its property shall be appointed or a warrant of
        attachment, execution or similar process shall be issued against any
        material part of the property of any Borrower or any of its
        Subsidiaries;

        (h)     except as
        permitted in accordance with Section 7.9(e), (f) or (g),
        any Borrower or any of its Subsidiaries shall file a certificate of
        dissolution under applicable state law or shall be liquidated, dissolved
        or wound-up or shall commence or have commenced against it any action or
        proceeding for dissolution, winding-up or liquidation, or shall take any
        corporate action in furtherance thereof;

        (i)     all or any
        material part of the property of the Borrowers and their Subsidiaries,
        taken as a whole, shall be nationalized, expropriated or condemned,
        seized or otherwise appropriated, or custody or control of such property
        or of any Borrower or such Subsidiary shall be assumed by any
        Governmental Authority or any court of competent jurisdiction at the
        instance of any Governmental Authority, except where contested in good
        faith by proper proceedings diligently pursued where a stay of
        enforcement is in effect;

        (j)     any Loan
        Document shall be terminated, revoked or declared void or invalid or
        unenforceable or challenged by any Borrower or any other Subsidiary;

        (k)     one or more
        judgments, orders, decrees or arbitration awards is entered against one
        or more of the Borrowers or their Subsidiaries involving in the
        aggregate liability (to the extent not covered by independent
        third-party insurance as to which the insurer does not dispute coverage)
        as to any single or related or unrelated series of transactions,
        incidents or conditions, of $250,000 or more, and the same shall remain
        unsatisfied, unvacated and unstayed pending appeal for a period of
        thirty (30) days after the entry thereof;

        (l)     any loss,
        theft, damage or destruction of any item or items of Collateral or other
        property of any Borrower or any Subsidiary occurs which could reasonably
        be expected to cause a Material Adverse Effect and is not adequately
        covered by insurance;

        (m)     there is
        filed against any Borrower or any of its Subsidiaries any action, suit
        or proceeding under any federal or state racketeering statute (including
        the Racketeer Influenced and Corrupt Organization Act of 1970), which
        action, suit or proceeding (i) is not dismissed within one hundred
        twenty (120) days, and (ii) could reasonably be expected to result in
        the confiscation or forfeiture of any material portion of the
        Collateral;

    (n)     for any
        reason other than the failure of the Collateral Agent to take any action
        available to it to maintain perfection of the Agent’s Liens pursuant
        to the Loan Documents, any Loan Document ceases to be in full force and
        effect or

  






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         any Agent’s Lien with respect to any material portion of the
        Collateral intended to be secured thereby ceases to be, or is not,
        valid, perfected and prior to all other Liens (other than Permitted
        Liens set forth in clauses (a), (c), (d) and (e)
        of the definition thereof) or is terminated, revoked or declared void;

        (o)     an ERISA
        Event shall occur with respect to a Pension Plan or Multi-employer Plan
        which has resulted or could reasonably be expected to result in
        liability of any Borrower under Title IV of ERISA to the Pension Plan,
        Multi-employer Plan or the PBGC in an aggregate amount in excess of
        $250,000; (ii) the aggregate amount of Unfunded Pension Liability among
        all Pension Plans at any time exceeds $250,000; or (iii) any Borrower or
        any ERISA Affiliate shall fail to pay when due, after the expiration of
        any applicable grace period, any installment payment with respect to its
        withdrawal liability under Section 4201 of ERISA under a Multi-employer
        Plan in an aggregate amount in excess of $250,000; or

        (p)     there
        occurs a Change of Control.



  





    9.2
         Remedies.



(a)     If a Default or an
Event of Default exists, the Collateral Agent may, in its discretion, and shall,
at the direction of the Required Lenders, do one or more of the following at any
time or times and in any order, without notice to or
demand on any Borrower: (i) reduce the Maximum Revolver Amount, or the
advance rates against any Collateral used in computing the Borrowing Base, or
reduce one or more of the other elements used in computing the Borrowing Base;
(ii) restrict the amount of or refuse to make Revolving Loans; and (iii)
restrict or refuse to provide Letters of Credit. If an Event of Default exists,
the Collateral Agent shall, at the direction of the Required Lenders, do one or
more of the following, in addition to the actions described in the preceding
sentence, at any time or times and in any order, without notice to or demand on
any Borrower: (A) terminate the Commitments and this Agreement; (B) declare
any or all Obligations to be immediately due and payable; provided, however,
that upon the occurrence of any Event of Default described in Sections 9.1(e)
or 9.1(f), the Commitments shall automatically and immediately expire and
all Obligations shall automatically become immediately due and payable without
notice or demand of any kind; (C) require the Borrowers to cash collateralize
all outstanding Letter of Credit Obligations; and (D) pursue its other rights
and remedies under the Loan Documents and applicable law.

(b)     If an Event of
Default has occurred and is continuing: (i) the Collateral Agent shall have
for the benefit of the Lenders, in addition to all other rights of the
Collateral Agent and the Lenders, the rights and remedies of a secured party
under the Loan Documents, the UCC and all other applicable laws; (ii) the
Collateral Agent may, at any time, take possession of the Collateral and keep it
on any Borrower’s premises, at no cost to the Collateral Agent or any Lender,
or remove any part of it to such other place or places as the Collateral Agent
may desire, or the Borrowers shall, upon the Collateral Agent’s demand, at the
Borrowers’ cost, assemble the Collateral and make it available to the
Collateral Agent at a place reasonably convenient to the Collateral Agent; and
(iii) the Collateral Agent may sell and deliver any Collateral at public or
private sales, for cash, upon credit or otherwise, at such prices and upon



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such
terms as the Collateral Agent deems advisable, in its sole discretion, and may,
if the Collateral Agent deems it reasonable, postpone or adjourn any sale of the
Collateral by an announcement at the time and place of sale or of such postponed
or adjourned sale without giving a new notice of sale. Without in any way
requiring notice to be given in the following manner, the Borrowers agree that
any notice by the Collateral Agent of sale, disposition or other intended action
hereunder or in connection herewith, whether required by the UCC or otherwise,
shall constitute reasonable notice to the Borrowers if such notice is mailed by
registered or certified mail, return receipt requested, postage prepaid, or is
delivered personally against receipt, at least five (5) Business Days prior to
such action to the Borrowers’ Agent’s address specified in or pursuant to Section 13.8.
If any Collateral is sold on terms other than payment in full at the time of
sale, no credit shall be given against the Obligations until the Collateral
Agent or the Lenders receive payment, and if the buyer defaults in payment, the
Collateral Agent may resell the Collateral without further notice to any
Borrower. In the event the Collateral Agent seeks to take possession of all or
any portion of the Collateral by judicial process, each Borrower irrevocably
waives: (A) the posting of any bond, surety or security with respect thereto
which might otherwise be required; (B) any demand for possession prior to the
commencement of any suit or action to recover the Collateral; and (C) any
requirement that the Collateral Agent retain possession and not dispose of any
Collateral until after trial or final judgment. Each Borrower agrees that the
Collateral Agent has no obligation to preserve rights to the Collateral or
marshal any Collateral for the benefit of any Person. The proceeds of sale shall
be applied first to all expenses of sale, including attorneys’ fees, and then
to the Obligations. The Collateral Agent will return any excess to the Borrowers’
Agent and the Borrowers shall remain liable for any deficiency.

(c)     If an Event of
Default occurs, each Borrower hereby waives all rights to notice and hearing
prior to the exercise by the Collateral Agent of the Collateral Agent’s rights
to repossess the Collateral without judicial process or to reply, attach or levy
upon the Collateral without notice or hearing.

ARTICLE
10

TERM
AND TERMINATION




    10.1     Term
    and Termination.      The term of this
Agreement shall end on the Stated Termination Date unless sooner terminated in
accordance with the terms hereof. The Collateral Agent upon direction from the
Required Lenders may terminate this Agreement without notice upon the occurrence
and during the continuance of an Event of Default. Upon the effective date of
termination of this Agreement for any reason whatsoever, all Obligations
(including all unpaid principal, accrued and unpaid interest and any early
termination or prepayment fees or penalties) shall become immediately due and
payable and the Borrowers shall immediately arrange for the cancellation and
return of Letters of Credit then outstanding (or, with the consent of the
Collateral Agent and the Letter of Credit Issuer, the delivery to the Letter of
Credit Issuer of Supporting Letters of Credit in accordance with Section
1.4(g)). Notwithstanding the termination of this Agreement, until all
Obligations are indefeasibly paid and performed in full in cash, the Borrowers
shall remain bound by the terms of this Agreement and shall not be relieved of
any of its Obligations hereunder or under any other Loan Document, and the
Agents, the Letter of Credit






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    Issuer and the Lenders shall retain all their
rights and remedies hereunder (including the Agent’s Liens in and all rights
and remedies with respect to all then existing and after-arising Collateral).



ARTICLE
11

AMENDMENTS;
WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS




    11.1
         Amendments
    and Waivers.



(a)     No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by the Borrowers therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
(or by the Collateral Agent at the written request of the Required Lenders) and
the Borrowers’ Agent and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in
writing and signed by all the Lenders affected thereby and the Borrowers’
Agent and acknowledged by the Collateral Agent, do any of the following:






  




        (i)     increase or
        extend the Commitment of any Lender;

        (ii)     postpone
        or delay any date fixed by this Agreement or any other Loan Document for
        any payment of principal, interest, fees or other amounts due to the
        Lenders (or any of them) hereunder or under any other Loan Document;

        (iii)     reduce
        the principal of, or the rate of interest specified herein on any Loan,
        or any fees or other amounts payable hereunder or under any other Loan
        Document;

        (iv)     change the
        percentage of the Commitments or of the aggregate unpaid principal
        amount of the Loans which is required for the Lenders or any of them to
        take any action hereunder;

        (v)     increase
        any of the percentages set forth in the definitions of the Miller
        Borrowing Base or RoadOne Borrowing Base;

        (vi)     amend this
        Section or any provision of this Agreement providing for consent or
        other action by all Lenders;

        (vii)     release
        Collateral other than as permitted by Section 12.11;

        (viii)     change
        the definition of "Required Lenders"; or

        (ix)     increase
        the Maximum Revolver Amount or Letter of Credit Subfacility;





  








provided,
however, the Collateral Agent may, in its sole discretion and
notwithstanding the limitations contained in clauses (v) and (ix)
above and any other terms of this Agreement, make Agent Advances in accordance
with Section 1.2(i); provided further, that no
amendment, waiver




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or consent shall, unless in writing and signed by (A) the
Collateral Agent, affect the rights or duties of the Collateral Agent under this
Agreement or any other Loan Document, (B) the Administrative Agent or
Syndication Agent, affect the rights or duties of the Administrative Agent or
Syndication Agent under this Agreement or any other Loan Document, or (C) the
Letter of Credit Issuer, affect the rights or duties of the Letter of Credit
Issuer under this Agreement or any other Loan Document; and, provided further,
that Schedule 1.1 hereto (Commitments) may be amended from time to
time by the Collateral Agent alone to reflect assignments of Commitments in
accordance herewith.

(b)     If any fees are
paid to the Lenders as consideration for amendments, waivers or consents with
respect to this Agreement, at the Agents’ election, such fees may be paid only
to those Lenders that agree to such amendments, waivers or consents within the
time specified for submission thereof.

(c)     If, in connection
with any proposed amendment, waiver or consent (a "Proposed Change")
requiring the consent of all Lenders, the consent of Required Lenders is
obtained, but the consent of other Lenders is not obtained (any such Lender
whose consent is not obtained being referred to as a "Non-Consenting
Lender"), then, so long as the Agents are not Non-Consenting Lenders,
at the Borrowers’ request, the Agents or an Eligible Assignee shall have the
right (but not the obligation) with the Agents’ approval, to purchase from the
Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall
sell, all the Non-Consenting Lenders’ Commitments for an amount equal to the
principal balances thereof and all accrued interest and fees with respect
thereto through the date of sale pursuant to Assignment and Acceptance
Agreement(s), without premium or discount.



    11.2
         Assignments;
    Participations.



(a)     Any Lender may,
with the written consent of the Collateral Agent and, unless an Event of Default
exists, Parent, in each case which consent shall not be unreasonably withheld,
assign and delegate to one or more Eligible Assignees (provided that no consent
of the Collateral Agent shall be required in connection with any assignment and
delegation by a Lender to an Affiliate of such Lender) (each an "Assignee")
all, or any ratable part of all, of the Loans, the Commitments and the other
rights and obligations of such Lender hereunder, in a minimum amount of
$5,000,000 (provided that, unless an assignor Lender has assigned and delegated
all of its Loans and Commitments, no such assignment and/or delegation shall be
permitted unless, after giving effect thereto, such assignor Lender retains a
Commitment in a minimum amount of $5,000,000); provided, however,
that the Borrowers and the Collateral Agent may continue to deal solely and
directly with such Lender in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrowers’ Agent and the Collateral Agent by such
Lender and the Assignee; (ii) such Lender and its Assignee shall have
delivered to the Borrowers’ Agent and the Collateral Agent an Assignment and
Acceptance in the form of Exhibit E ("Assignment and
Acceptance"), and (iii) the assignor Lender or Assignee has paid to the
Collateral Agent a processing fee in the amount of $3,500.




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(b)     From and after the
date that the Collateral Agent notifies the assignor Lender that it has received
an executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations, including, but not limited to, the
obligation to participate in Letters of Credit have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Lender under the Loan Documents, and (ii) the assignor Lender shall, to the
extent that rights and obligations hereunder and under the other Loan Documents
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

(c)     By executing and
delivering an Assignment and Acceptance, the assigning Lender thereunder and the
Assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other Loan Document furnished pursuant hereto or the attachment, perfection,
or priority of any Lien granted by any Borrower to the Collateral Agent or any
Lender in the Collateral; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or observance by any Borrower of any of its
obligations under this Agreement or any other Loan Document furnished pursuant
hereto; (iii) such Assignee confirms that it has received a copy of this
Agreement, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such Assignee will, independently and without
reliance upon the Collateral Agent, such assigning Lender or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such Assignee appoints and authorizes the Collateral
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Collateral Agent by the terms
hereof, together with such powers, including the discretionary rights and
incidental power, as are reasonably incidental thereto; and (vi) such Assignee
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

(d)     Immediately upon
satisfaction of the requirements of Section 11.2(a), this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto.

(e)     Any Lender may at
any time sell to one or more commercial banks, financial institutions, or other
Persons not Affiliates of Parent (a "Participant")
participating interests in any Loans, the Commitment of that Lender and the
other interests of that Lender (the




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"originating Lender")
hereunder and under the other Loan Documents; provided, however,
that (i) the originating Lender’s obligations under this Agreement shall
remain unchanged, (ii) the originating Lender shall remain solely
responsible for the performance of such obligations, (iii) the Borrowers
and the Collateral Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender’s rights and
obligations under this Agreement and the other Loan Documents, and (iv) no
Lender shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document except the matters
set forth in Section 11.1(a)(i), (ii) and (iii), and all
amounts payable by the Borrowers hereunder shall be determined as if such Lender
had not sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under
this Agreement to the same extent and subject to the same limitation as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement.

(f)     Notwithstanding any
other provision in this Agreement, any Lender may at any time create a security
interest in, or pledge, all or any portion of its rights under and interest in
this Agreement in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR &sec;203.14, and such
Federal Reserve Bank may enforce such pledge or security interest in any manner
permitted under applicable law.

ARTICLE
12

THE
AGENTS




    12.1
         Appointment
    and Authorization.      Each Lender hereby
designates and appoints CIT as its Collateral Agent under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes the
Collateral Agent to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. The Collateral Agent agrees to act as such on the express conditions
contained in this Article 12. The provisions of this Article 12
are solely for the benefit of the Collateral Agent and the Lenders, and the
Borrowers shall have no rights as a third party beneficiary of any of the
provisions contained herein. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Collateral Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Collateral Agent. Without limiting the generality of the foregoing sentence, the
use of the term "agent" in this Agreement with reference to the
Collateral Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties. Except as expressly otherwise provided in this Agreement,
the






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    Collateral Agent shall have and may use its sole discretion with respect to
exercising or refraining from exercising any discretionary rights or taking
or refraining from taking any actions which the Collateral Agent is expressly
entitled to take or assert under this Agreement and the other Loan Documents,
including (a) the determination of the applicability of ineligibility criteria
with respect to the calculation of the Borrowing Base, the Miller Borrowing Base
and the RoadOne Borrowing Base, (b) the making of Agent Advances pursuant to Section
1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and
any action so taken or not taken shall be deemed consented to by the Lenders.



    12.2
    



    Delegation
    of Duties.      The Collateral Agent
may execute any of its duties under this Agreement or any other Loan Document by
or through agents, employees or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Collateral Agent shall not be responsible for the negligence or misconduct of
any agent or attorney-in-fact that it selects as long as such selection was made
without gross negligence or willful misconduct.



    12.3
         Liability
    of the Collateral Agent.      None of the
Agent-Related Persons shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any
of the Lenders for any recital, statement, representation or warranty made by
any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Collateral Agent under or in connection with, this Agreement
or any other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of any Borrower or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Borrower or any of any Borrower’s Subsidiaries or
Affiliates.



    12.4
         Reliance
    by the Collateral Agent.      The Collateral Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Borrowers), independent accountants and
other experts selected by the Collateral Agent. The Collateral Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Collateral Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Required






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    Lenders (or all Lenders if so required by Section 11.1) and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all of the Lenders.



    12.5
         Notice
    of Default.      The Collateral Agent
shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, unless the Collateral Agent shall have received written
notice from a Lender or a Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default." The Collateral Agent will notify the Lenders of its receipt of
any such notice. The Collateral Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Required Lenders in
accordance with Section 9; provided, however, that
unless and until the Collateral Agent has received any such request, the
Collateral Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable.



    12.6
         Credit
    Decision.      Each Lender
acknowledges that none of the Agent-Related Persons has made any representation
or warranty to it, and that no act by the Collateral Agent hereinafter taken,
including any review of the affairs of any Borrower and its Affiliates, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender. Each Lender represents to the Collateral Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers
and their Affiliates, and all applicable bank regulatory laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrowers. Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for field examinations, asset
appraisals and notices, reports and other documents expressly herein required to
be furnished to the Lenders by the Collateral Agent, the Collateral Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Borrower which may come
into the possession of any of the Agent-Related Persons.



    12.7
         Indemnification.      Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand the Agent-Related Persons (to the extent not reimbursed by or on
behalf of the Borrowers and without limiting the obligation of the Borrowers to
do so), in accordance with their Pro Rata Shares, from and against any and all
Indemnified Liabilities as such term is defined in Section 13.11; provided,
however, that no Lender shall be liable for the payment to the
Agent-Related Persons of any portion of such Indemnified Liabilities resulting
solely from such Person’s gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender shall reimburse the Collateral Agent
upon



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    demand for its Pro Rata Share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Collateral Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities
under, this Agreement, any other Loan Document, or any document contemplated by
or referred to herein, to the extent that the Collateral Agent is not reimbursed
for such expenses by or on behalf of the Borrowers. The undertaking in this
Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Collateral Agent.



    12.8
         Agent
    in Individual Capacity.      CIT and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with any
Borrower and its Subsidiaries and Affiliates as though CIT were not the
Collateral Agent hereunder and without notice to or consent of the Lenders. CIT
or its Affiliates may receive information regarding any Borrower, its Affiliates
and Account Debtors (including information that may be subject to
confidentiality obligations in favor of a Borrower or such Subsidiary) and
acknowledge that the Collateral Agent and CIT shall be under no obligation to
provide such information to them. With respect to its Loans, CIT shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Collateral Agent, and the terms
"Lender" and "Lenders" include CIT in its individual
capacity.



    12.9
         Successor
    Collateral Agent.      The Collateral Agent
may resign as Agent upon at least thirty (30) days’ prior notice to the
Lenders and the Borrowers’ Agent, such resignation to be effective upon the
acceptance of a successor agent to its appointment as Collateral Agent. In the
event CIT sells all of its Commitment and Loans as part of a sale, transfer or
other disposition by CIT of substantially all of its loan portfolio, CIT shall
resign as the Collateral Agent and such purchaser or transferee shall become the
successor Collateral Agent hereunder. Subject to the foregoing, if the
Collateral Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor collateral agent for the Lenders. If
no successor collateral agent is appointed prior to the effective date of the
resignation of the Collateral Agent, the Collateral Agent may appoint, after
consulting with the Lenders and the Borrowers’ Agent, a successor collateral
agent from among the Lenders. Upon the acceptance of its appointment as
successor collateral agent hereunder, such successor collateral agent shall
succeed to all the rights, powers and duties of the retiring Collateral Agent
and the term "Collateral Agent" shall mean such successor collateral
agent and the retiring Collateral Agent’s appointment, powers and duties as
Collateral Agent shall be terminated. After any retiring Collateral Agent’s
resignation hereunder as Collateral Agent, the provisions of this Article 12
shall continue to inure to its benefit as to any actions taken or omitted to be
taken by it while it was Collateral Agent under this Agreement.



    12.10
         Withholding
    Tax.



(a)     If any Lender is a
"foreign corporation, partnership or trust" within the meaning of the
Code and such Lender claims exemption from, or a reduction of, U.S.








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withholding
tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in
favor of the Collateral Agent, to deliver to the Collateral Agent:






  




        (i)     if such
        Lender claims an exemption from, or a reduction of, withholding tax
        under a United States of America tax treaty, properly completed IRS
        Forms W-8BEN and W-8ECI before the payment of any interest in the first
        calendar year and before the payment of any interest in each third
        succeeding calendar year during which interest may be paid under this
        Agreement;

        (ii)     if such
        Lender claims that interest paid under this Agreement is exempt from
        United States of America withholding tax because it is effectively
        connected with a United States of America trade or business of such
        Lender, two properly completed and executed copies of IRS Form W-8ECI
        before the payment of any interest is due in the first taxable year of
        such Lender and in each succeeding taxable year of such Lender during
        which interest may be paid under this Agreement, and IRS Form W-9; and

        (iii)     such
        other form or forms as may be required under the Code or other laws of
        the United States of America as a condition to exemption from, or
        reduction of, United States of America withholding tax.





  







Such Lender agrees to
promptly notify the Collateral Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction.

(b)     If any Lender
claims exemption from, or reduction of, withholding tax under a United States of
America tax treaty by providing IRS Form FW-8BEN and such Lender sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations
owing to such Lender, such Lender agrees to notify the Collateral Agent of the
percentage amount in which it is no longer the beneficial owner of Obligations
of the Borrowers to such Lender. To the extent of such percentage amount, the
Collateral Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.

(c)     If any Lender
claiming exemption from United States of America withholding tax by filing IRS
Form W-8ECI with the Collateral Agent sells, assigns, grants a participation in,
or otherwise transfers all or part of the Obligations owing to such Lender, such
Lender agrees to undertake sole responsibility for complying with the
withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

(d)      If any Lender is
entitled to a reduction in the applicable withholding tax, the Collateral Agent
may withhold from any interest payment to such Lender an amount equivalent to
the applicable withholding tax after taking into account such reduction. If the
forms or other documentation required by subsection (a) of this Section
are not delivered to the Collateral Agent, then the Collateral Agent may
withhold from any interest payment to such Lender not providing such forms or
other documentation an amount equivalent to the applicable withholding tax.




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(e)     If the IRS or any
other Governmental Authority of the United States of America or other
jurisdiction asserts a claim that the Collateral Agent did not properly withhold
tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify the Collateral Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Lender shall indemnify the Collateral Agent fully for
all amounts paid, directly or indirectly, by the Collateral Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by
any jurisdiction on the amounts payable to the Collateral Agent under this
Section, together with all costs and expenses (including Attorney Costs). The
obligation of the Lenders under this subsection shall survive the payment of all
Obligations and the resignation or replacement of the Collateral Agent.



    12.11
         Collateral
    Matters.



(a)     The Lenders hereby
irrevocably authorize the Collateral Agent, at its option and in its sole
discretion, to release any Agent’s Liens upon any Collateral (i) upon the
termination of the Commitments and payment and satisfaction in full by the
Borrowers of all Loans and reimbursement obligations in respect of Letters of
Credit, and the termination of all outstanding Letters of Credit (whether or not
any of such obligations are due) and all other Obligations (other than
contingent indemnification Obligations under this Agreement for which no
liability then exists); (ii) constituting property being sold or disposed
of if the Borrowers certify to the Collateral Agent that the sale or disposition
is made in compliance with Section 7.9 (and the Collateral Agent may
rely conclusively on any such certificate, without further inquiry);
(iii) constituting property in which the Borrowers owned no interest at the
time the Lien was granted or at any time thereafter; or (iv) constituting
property leased to a Borrower under a lease which has expired or been terminated
in a transaction permitted under this Agreement. Except as provided above, the
Collateral Agent will not release any of the Collateral Agent’s Liens without
the prior written authorization of the Lenders; provided that the
Collateral Agent may, in its discretion, release the Agent’s Liens on
Collateral valued in the aggregate not in excess of $500,000 during each Fiscal
Year. Upon request by the Collateral Agent or the Borrowers’ Agent at any
time, the Lenders will confirm in writing the Collateral Agent’s authority to
release any Agent’s Liens upon particular types or items of Collateral
pursuant to this Section 12.11.

(b)     Upon receipt by the
Collateral Agent of any authorization required pursuant to Section 12.11(a)
from the Lenders of the Collateral Agent’s authority to release Agent’s
Liens upon particular types or items of Collateral, and upon at least five (5)
Business Days prior written request by the Borrowers’ Agent, the Collateral
Agent shall (and is hereby irrevocably authorized by the Lenders to) execute
such documents as may be necessary to evidence the release of the Collateral
Agent’s Liens upon such Collateral; provided, however, that (i)
the Collateral Agent shall not be required to execute any such document on terms
which, in the Collateral Agent’s opinion, would expose the Collateral Agent to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of the
Borrowers in respect of)



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all interests retained by the Borrowers, including the
proceeds of any sale, all of which shall continue to constitute part of the
Collateral.

(c)     The Collateral
Agent shall have no obligation whatsoever to any of the Lenders to assure that
the Collateral exists or is owned by the Borrowers or is cared for, protected or
insured or has been encumbered, or that the Collateral Agent’s Liens have been
properly or sufficiently or lawfully created, perfected, protected or enforced
or are entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to the Collateral Agent pursuant to any of the Loan Documents, it
being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, the Collateral Agent may act in any manner it
may deem appropriate, in its sole discretion given the Collateral Agent’s own
interest in the Collateral in its capacity as one of the Lenders and that the
Collateral Agent shall have no other duty or liability whatsoever to any Lender
as to any of the foregoing.



    12.12
         Restrictions
    on Actions by Lenders; Sharing of Payments.



(a)     Each of the Lenders
agrees that it shall not, without the express consent of all other Lenders, and
that it shall, to the extent it is lawfully entitled to do so, upon the request
of all Lenders, set off against the Obligations, any amounts owing by such
Lender to any Borrower or any accounts of any Borrower now or hereafter
maintained with such Lender. Each of the Lenders further agrees that it shall
not, unless specifically requested to do so by the Collateral Agent, take or
cause to be taken any action to enforce its rights under this Agreement or
against any Borrower, including the commencement of any legal or equitable
proceedings, to foreclose any Lien on, or otherwise enforce any security
interest in, any of the Collateral.

(b)     If at any time or
times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise,
any proceeds of Collateral or any payments with respect to the Obligations of
any Borrower to such Lender arising under, or relating to, this Agreement or the
other Loan Documents, except for any such proceeds or payments received by such
Lender from the Collateral Agent pursuant to the terms of this Agreement, or
(ii) payments from the Collateral Agent in excess of such Lender’s
ratable portion of all such distributions by the Collateral Agent, such Lender
shall promptly (1) turn the same over to the Collateral Agent, in kind, and with
such endorsements as may be required to negotiate the same to the Collateral
Agent, or in same day funds, as applicable, for the account of all of the
Lenders and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (2) purchase, without recourse or warranty, an
undivided interest and participation in the Obligations owed to the other
Lenders so that such excess payment received shall be applied ratably as among
the Lenders in accordance with their Pro Rata Shares; provided, however,
that if all or part of such excess payment received by the purchasing party is
thereafter recovered from it, those purchases of participations shall be
rescinded in whole or in part, as applicable, and the applicable portion of the
purchase price paid therefor shall be returned to such purchasing party, but
without interest except to the extent that such purchasing party is required to
pay interest in connection with the recovery of the excess payment.






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    12.13     Agency
    for Perfection.      Each Lender hereby
appoints each other Lender as agent for the purpose of perfecting the Lenders’
security interest in assets which, in accordance with Article 9 of the UCC can
be perfected only by possession. Should any Lender (other than the Collateral
Agent) obtain possession of any such Collateral, such Lender shall notify the
Collateral Agent thereof, and, promptly upon the Collateral Agent’s request
therefor shall deliver such Collateral to the Collateral Agent or in accordance
with the Collateral Agent’s instructions.



    12.14
         Payments
    by the Collateral Agent to Lenders.      All payments to be
made by the Collateral Agent to the Lenders shall be made by bank wire transfer
or internal transfer of immediately available funds to each Lender pursuant to
wire transfer instructions delivered in writing to the Collateral Agent on or
prior to the Closing Date (or if such Lender is an Assignee, on the applicable
Assignment and Acceptance), or pursuant to such other wire transfer instructions
as each party may designate for itself by written notice to the Collateral
Agent. Concurrently with each such payment, the Collateral Agent shall identify
whether such payment (or any portion thereof) represents principal, premium or
interest on the Revolving Loans, Term Loans or otherwise. Unless the Collateral
Agent receives notice from the Borrowers’ Agent prior to the date on which any
payment is due to the Lenders that the Borrowers will not make such payment in
full as and when required, the Collateral Agent may assume that the Borrowers
have made such payment in full to the Collateral Agent on such date in
immediately available funds and the Collateral Agent may (but shall not be so
required), in reliance upon such assumption, distribute to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrowers have not made such payment in full to the Collateral Agent,
each Lender shall repay to the Collateral Agent on demand such amount
distributed to such Lender, together with interest thereon at the Federal Funds
Rate for each day from the date such amount is distributed to such Lender until
the date repaid.



    12.15
         Settlement.



(a)     (i)     Each Lender’s
funded portion of the Revolving Loans is intended by the Lenders to be equal at
all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans.
Notwithstanding such agreement, the Collateral Agent, CIT, and the other Lenders
agree (which agreement shall not be for the benefit of or enforceable by the
Borrowers) that in order to facilitate the administration of this Agreement and
the other Loan Documents, settlement among them as to
the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take
place on a periodic basis in accordance with the following provisions:

(ii)     The Collateral
Agent shall request settlement ("Settlement") with the Lenders
on at least a weekly basis, or on a more frequent basis at Agent’s election,
(A) on behalf of CIT, with respect to each outstanding Non-Ratable Loan, (B) for
itself, with respect to each Agent Advance, and (C) with respect to collections
received, in each case, by notifying the Lenders of such requested Settlement by
telecopy, telephone or other similar form of transmission, of such requested
Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the date of such
requested Settlement (the "Settlement Date"). Each Lender (other than
CIT, in the case of Non-Ratable Loans and the Collateral Agent in the case of
Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of
the



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outstanding principal amount of the Non-Ratable Loans and Agent Advances
with respect to each Settlement to the Collateral Agent, to the Collateral Agent’s
account, not later than 2:00 p.m. (Atlanta, Georgia time), on the Settlement
Date applicable thereto. Settlements may occur during the continuation of a
Default or an Event of Default and whether or not the applicable conditions
precedent set forth in Article 8 have then been satisfied. Such
amounts made available to the Collateral Agent shall be applied against the
amounts of the applicable Non-Ratable Loan or Agent Advance and, together with
the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s
Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any
such amount is not transferred to the Collateral Agent by any Lender on the
Settlement Date applicable thereto, the Collateral Agent shall be entitled to
recover such amount on demand from such Lender together with interest thereon at
the Federal Funds Rate for the first three (3) days from and after the
Settlement Date and thereafter at the Interest Rate then applicable to the
Revolving Loans (A) on behalf of CIT, with respect to each outstanding
Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.

(iii)     Notwithstanding
the foregoing, not more than one (1) Business Day after demand is made by the
Collateral Agent (whether before or after the occurrence of a Default or an
Event of Default and regardless of whether the Collateral Agent has requested a
Settlement with respect to a Non-Ratable Loan or Agent Advance), each other
Lender (A) shall irrevocably and unconditionally purchase and receive from CIT
or the Collateral Agent, as applicable, without recourse or warranty, an
undivided interest and participation in such Non-Ratable Loan or Agent Advance
equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent
Advance and (B) if Settlement has not previously occurred with respect to such
Non-Ratable Loans or Agent Advances, upon demand by CIT or the Collateral Agent,
as applicable, shall pay to CIT or the Collateral Agent, as applicable, as the
purchase price of such participation an amount equal to one-hundred percent
(100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent
Advances. If such amount is not in fact made available to the Collateral Agent
by any Lender, the Collateral Agent shall be entitled to recover such amount on
demand from such Lender together with interest thereon at the Federal Funds Rate
for the first three (3) days from and after such demand and thereafter at the
Interest Rate then applicable to Base Rate Revolving Loans.

(iv)     From and after the
date, if any, on which any Lender purchases an undivided interest and
participation in any Non-Ratable Loan or Agent Advance pursuant to clause
(iii) above, the Collateral Agent shall promptly distribute to such Lender,
such Lender’s Pro Rata Share of all payments of principal and interest and all
proceeds of Collateral received by the Collateral Agent in respect of such
Non-Ratable Loan or Agent Advance.

(v)     Between Settlement
Dates, the Collateral Agent, to the extent no Agent Advances are outstanding,
may pay over to CIT any payments received by the Collateral Agent, which in
accordance with the terms of this Agreement would be applied to the reduction of
the Revolving Loans, for application to CIT’s Revolving Loans including
Non-Ratable Loans. If, as of any Settlement Date, collections received since the
then immediately preceding Settlement Date have been applied to CIT’s
Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such
Lender has not yet funded its purchase of a



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participation pursuant to clause (iii)
above), as provided for in the previous sentence, CIT shall pay to the
Collateral Agent for the accounts of the Lenders, to be applied to the
outstanding Revolving Loans of such Lenders, an amount such that each Lender
shall, upon receipt of such amount, have, as of such Settlement Date, its Pro
Rata Share of the Revolving Loans. During the period between Settlement Dates,
CIT with respect to Non-Ratable Loans, the Collateral Agent with respect to
Agent Advances, and each Lender with respect to the Revolving Loans other than
Non-Ratable Loans and Agent Advances, shall be entitled to interest at the
applicable rate or rates payable under this Agreement on the actual average
daily amount of funds employed by CIT, the Collateral Agent and the other
Lenders.

(vi)     Unless the
Collateral Agent has received written notice from a Lender to the contrary, the
Collateral Agent may assume that the applicable conditions precedent set forth
in Article 8 have been satisfied and the requested Borrowing will
not cause the Borrowers to exceed Availability, Miller Availability or RoadOne
Availability, as the case may be, on any Funding Date for a Revolving Loan or
Non-Ratable Loan.

(b)     Lenders’
Failure to Perform. All Revolving Loans (other than Non-Ratable Loans and
Agent Advances) shall be made by the Lenders simultaneously and in accordance
with their Pro Rata Shares. It is understood that (i) no Lender shall be
responsible for any failure by any other Lender to perform its obligation to
make any Revolving Loans hereunder, nor shall any Commitment of any Lender be
increased or decreased as a result of any failure by any other Lender to perform
its obligation to make any Revolving Loans hereunder, (ii) no failure by any
Lender to perform its obligation to make any Revolving Loans hereunder shall
excuse any other Lender from its obligation to make any Revolving Loans
hereunder, and (iii) the obligations of each Lender hereunder shall be several,
not joint and several.

(c)     Defaulting
Lenders. Unless the Collateral Agent receives notice from a Lender on or
prior to the Closing Date or, with respect to any Borrowing after the Closing
Date, at least one Business Day prior to the date of such Borrowing, that such
Lender will not make available as and when required hereunder to the Collateral
Agent that Lender’s Pro Rata Share of a Borrowing, the Collateral Agent may
assume that each Lender has made such amount available to the Collateral Agent
in immediately available funds on the Funding Date. Furthermore, the Collateral
Agent may, in reliance upon such assumption, make available to the Borrowers on
such date a corresponding amount. If any Lender has not transferred its full Pro
Rata Share to the Collateral Agent in immediately available funds, and the
Collateral Agent has transferred the corresponding amount to the Borrowers, on
the Business Day following such Funding Date that Lender shall make such amount
available to the Collateral Agent, together with interest at the Federal Funds
Rate for that day. A notice by the Collateral Agent submitted to any Lender with
respect to amounts owing shall be conclusive, absent manifest error. If each
Lender’s full Pro Rata Share is transferred to the Collateral Agent as
required, the amount transferred to the Collateral Agent shall constitute that
Lender’s Revolving Loan for all purposes of this Agreement. If that amount is
not transferred to the Collateral Agent on the Business Day following the
Funding Date, the Collateral Agent will notify the Borrowers’ Agent of such
failure to fund and, upon demand by the Collateral Agent, the Borrowers shall
pay such amount to the Collateral Agent for the Collateral Agent’s account,
together with interest thereon for each day



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elapsed since the date of such
Borrowing, at a rate per annum equal to the Interest Rate applicable at the time
to the Revolving Loans comprising that particular Borrowing. The failure of any
Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to
the cure of such failure, being hereinafter referred to as a "Defaulting
Lender") shall not relieve any other Lender of its obligation hereunder
to make a Revolving Loan on that Funding Date. No Lender shall be responsible
for any other Lender’s failure to advance such other Lenders’ Pro Rata Share
of any Borrowing.

(d)     Retention of
Defaulting Lender’s Payments. The Collateral Agent shall not be obligated
to transfer to a Defaulting Lender any payments made by any Borrower to the
Collateral Agent for the Defaulting Lender’s benefit; nor shall a Defaulting
Lender be entitled to the sharing of any payments hereunder. Amounts payable to
a Defaulting Lender shall instead be paid to or retained by the Collateral
Agent. In its discretion, the Collateral Agent may loan the Borrowers the amount
of all such payments received or retained by it for the account of such
Defaulting Lender. Any amounts so loaned to the Borrowers shall bear interest at
the rate applicable to Base Rate Revolving Loans and for all other purposes of
this Agreement shall be treated as if they were Revolving Loans, provided,
however, that for purposes of voting or consenting to matters with respect to
the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall
be deemed not to be a "Lender". Until a Defaulting Lender cures its
failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender
shall not be entitled to any portion of the Unused Line Fee and (B) the Unused
Line Fee shall accrue in favor of the Lenders which have funded their respective
Pro Rata Shares of such requested Borrowing and shall be allocated among such
performing Lenders ratably based upon their relative Commitments. This Section
shall remain effective with respect to such Lender until such time as the
Defaulting Lender shall no longer be in default of any of its obligations under
this Agreement. The terms of this Section shall not be construed to increase or
otherwise affect the Commitment of any Lender, or relieve or excuse the
performance by the Borrowers of their duties and obligations hereunder.

(e)     Removal of
Defaulting Lender. At the Borrowers’ Agent’s request, the Collateral
Agent or an Eligible Assignee reasonably acceptable to the Collateral Agent and
the Borrowers shall have the right (but not the obligation) to purchase from any
Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and
assign to the Collateral Agent or such Eligible Assignee, all of the Defaulting
Lender’s outstanding Commitments hereunder. Such sale shall be consummated
promptly after the Collateral Agent has arranged for a purchase by the
Collateral Agent or an Eligible Assignee pursuant to an Assignment and
Acceptance, and at a price equal to the outstanding principal balance of the
Defaulting Lender’s Loans, plus accrued interest and fees, without premium or
discount.



    12.16
         Letters of
    Credit; Intra-Lender Issues.



(a)     Notice of Letter
of Credit Balance. On each Settlement Date the Collateral Agent shall notify
each Lender of the issuance of all Letters of Credit since the prior Settlement
Date.

(b)     Participations
in Letters of Credit.




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(i)     Purchase of
Participations.      Immediately upon issuance of any Letter of Credit in
accordance with Section 1.4(d), each Lender shall be deemed to have
irrevocably and unconditionally purchased and received without recourse or
warranty, an undivided interest and participation equal to such Lender’s Pro
Rata Share of the face amount of such Letter of Credit (including all
obligations of the Borrowers with respect thereto, and any security therefor or
guaranty pertaining thereto).

(ii)     Sharing of
Reimbursement Obligation Payments.     When- ever the Collateral Agent receives
a payment from the Borrowers on account of reimbursement obligations in respect
of a Letter of Credit as to which the Collateral Agent has previously received
for the account of the Letter of Credit Issuer thereof payment from a Lender,
the Collateral Agent shall promptly pay to such Lender such Lender’s Pro Rata
Share of such payment from the Borrowers. Each such payment shall be made by the
Collateral Agent on the next Settlement Date.

(iii)      Documentation.     
Upon the request of any Lender, the Collateral Agent shall furnish to such
Lender copies of any Letter of Credit, reimbursement agreements executed in
connection therewith, applications for any Letter of Credit, and such other
documentation as may reasonably be requested by such Lender.

(iv)      Obligations
Irrevocable.      The obligations of each Lender to make payments to the
Collateral Agent with respect to any Letter of Credit or with respect to their
participation therein or with respect to the Revolving Loans made as a result of
a drawing under a Letter of Credit and the obligations of the Borrower for whose
account the Letter of Credit was issued to make payments to the Collateral
Agent, for the account of the Lenders, shall be irrevocable and shall not be
subject to any qualification or exception whatsoever, including any of the
following circumstances:

(1)      any lack of
validity or enforceability of this Agreement or any of the other Loan Documents;

(2)
     the existence of
any claim, setoff, defense or other right which any Borrower may have at any
time against a beneficiary named in a Letter of Credit or any transferee of any
Letter of Credit (or any Person for whom any such transferee may be acting), any
Lender, the Agent, the Letter of Credit Issuer, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transactions between any Borrower or any other Person and the beneficiary named
in any Letter of Credit);

(3)      any draft,
certificate or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

(4)      the surrender or
impairment of any security for the performance or observance of any of the terms
of any of the Loan Documents;




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(5)     the occurrence of
any Default or Event of Default; or

(6)     the failure of any
Borrower to satisfy the applicable conditions precedent set forth in Article 8.

(c)     Recovery or
Avoidance of Payments; Refund of Payments In Error. In the event any payment
by or on behalf of any Borrower received by the Collateral Agent with respect to
any Letter of Credit and distributed by the Collateral Agent to the Lenders on
account of their respective participations therein is thereafter set aside,
avoided or recovered from the Collateral Agent in connection with any
receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon
demand by the Collateral Agent, pay to the Collateral Agent their respective Pro
Rata Shares of such amount set aside, avoided or recovered, together with
interest at the rate required to be paid by the Collateral Agent upon the amount
required to be repaid by it. Unless the Collateral Agent receives notice from
the Borrowers’ Agent prior to the date on which any payment is due to the
Lenders that the Borrowers will not make such payment in full as and when
required, the Collateral Agent may assume that the Borrowers have made such
payment in full to the Collateral Agent on such date in immediately available
funds and the Collateral Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent the Borrowers have not
made such payment in full to the Collateral Agent, each Lender shall repay to
the Collateral Agent on demand such amount distributed to such Lender, together
with interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.

(d)     Indemnification
by Lenders. To the extent not reimbursed by the Borrowers and without
limiting the obligations of the Borrowers hereunder, the Lenders agree to
indemnify the Letter of Credit Issuer ratably in accordance with their
respective Pro Rata Shares, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
attorneys’ fees) or disbursements of any kind and nature whatsoever that may
be imposed on, incurred by or asserted against the Letter of Credit Issuer in
any way relating to or arising out of any Letter of Credit or the transactions
contemplated thereby or any action taken or omitted by the Letter of Credit
Issuer under any Letter of Credit or any Loan Document in connection therewith; provided
that no Lender shall be liable for any of the foregoing to the extent it arises
from the gross negligence or willful misconduct of the Letter of Credit Issuer.
Without limitation of the foregoing, each Lender agrees to reimburse the Letter
of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or
expenses payable by the Borrowers to the Letter of Credit Issuer, to the extent
that the Letter of Credit Issuer is not promptly reimbursed for such costs and
expenses by the Borrowers. The agreement contained in this Section shall survive
payment in full of all other Obligations.



    12.17
         Concerning
    the Collateral and the Related Loan Documents.      Each Lender
authorizes and directs the Collateral Agent to enter into the other Loan
Documents, for the ratable benefit and obligation of the Collateral Agent and
the Lenders. Each Lender agrees that any action taken by the Collateral Agent or
Required Lenders, as applicable, in accordance with the terms of this Agreement
or the other Loan Documents, and the exercise by the Collateral






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    Agent or the
Required Lenders, as applicable, of their respective powers set forth therein or
herein, together with such other powers that are reasonably incidental thereto,
shall be binding upon all of the Lenders. The Lenders acknowledge that the
Revolving Loans, Term Loans, Agent Advances, Non-Ratable Loans, Hedge
Agreements, Bank Products and all interest, fees and expenses hereunder
constitute one Debt, secured pari passu by all of the Collateral.



    12.18
         Field
    Audit and Examination Reports; Disclaimer by Lenders.     By signing this
Agreement, each Lender:




  




        (a)     is deemed
        to have requested that the Collateral Agent furnish such Lender,
        promptly after it becomes available, a copy of each field audit or
        examination report (each a "Report" and collectively,
        "Reports") prepared by or on behalf of the Collateral
        Agent;

        (b)     expressly
        agrees and acknowledges that neither CIT nor the Collateral Agent (i)
        makes any representation or warranty as to the accuracy of any Report,
        or (ii) shall be liable for any information contained in any Report;

        (c)     expressly
        agrees and acknowledges that the Reports are not comprehensive audits or
        examinations, that the Collateral Agent or CIT or other party performing
        any audit or examination will inspect only specific information
        regarding the Borrowers and will rely significantly upon the Borrowers’
        books and records, as well as on representations of the Borrowers’
        personnel;

        (d)     agrees to
        keep all Reports confidential and strictly for its internal use, and not
        to distribute except to its participants, or use any Report in any other
        manner; and

        (e)     without
        limiting the generality of any other indemnification provision contained
        in this Agreement, agrees: (i) to hold the Collateral Agent and any such
        other Lender preparing a Report harmless from any action the
        indemnifying Lender may take or conclusion the indemnifying Lender may
        reach or draw from any Report in connection with any loans or other
        credit accommodations that the indemnifying Lender has made or may make
        to the Borrowers, or the indemnifying Lender’s participation in, or
        the indemnifying Lender’s purchase of, a loan or loans of the
        Borrowers; and (ii) to pay and protect, and indemnify, defend and hold
        the Collateral Agent and any such other Lender preparing a Report
        harmless from and against, the claims, actions, proceedings, damages,
        costs, expenses and other amounts (including Attorney Costs) incurred by
        the Collateral Agent and any such other Lender preparing a Report as the
        direct or indirect result of any third parties who might obtain all or
        part of any Report through the indemnifying Lender.



  





    12.19
         Relation Among
    Lenders.      The Lenders are not
partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Collateral
Agent) authorized to act for, any other Lender.






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    12.20
         Co-Agents.



(a)     Existing Titled
Collateral Agent. Pursuant to the Security Agreement, the Borrowers have
granted a Lien in the Existing Titled Collateral to Bank of America, as Existing
Titled Collateral Agent to secure the Obligations. Each Lender hereby designates
and appoints Bank of America as its Existing Titled Collateral Agent and each
Lender hereby irrevocably authorizes the Existing Titled Collateral Agent to
take such actions on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers as are expressly delegated to it
by the terms of this Agreement and any other Loan Document, together with such
powers are reasonably incidental thereto.

(b)     Attorney-in-Fact.
Bank of America hereby irrevocably authorizes and appoints the Collateral Agent
as its attorney-in-fact to take all actions, and execute and deliver all
agreements, title applications and amendments, UCC financing statements and
amendments, and other documents and instruments, on behalf of Bank of America,
as Existing Titled Collateral Agent, with respect to the Existing Titled
Collateral and the Existing Certificates of Title, including (i) to deal
exclusively with the Custodial Administrator on all matters relating to the
Existing Titled Collateral and the Existing Certificates of Title pursuant to
the Custodial Administration Agreement, (ii) to execute and file all title
applications and amendments and all UCC financing statements and amendments on
behalf and in the name of Bank of America, as Existing Titled Collateral Agent,
as the Collateral Agent may reasonably deem necessary or appropriate in
accordance with the terms of this Agreement in order to note or release the Lien
of the Existing Titled Collateral Agent in the Existing Titled Collateral and
the Existing Certificates of Title and to perfect, continue or release the Lien
of the Existing Titled Collateral Agent in the Existing Titled Collateral and
the Existing Certificates of Title, and (iii) to exercise all of the Existing
Titled Collateral Agent’s rights and remedies with respect to the Existing
Titled Collateral and the Existing Certificates of Title. In exercising its
rights under this power of attorney, the Collateral Agent shall in all respects
be entitled to the benefit of all of the other provisions of this Article 12,
including all Lender indemnities set forth herein. The Borrowers agree that all
rights and remedies of the Collateral Agent set forth in this Agreement and the
Security Agreement with respect to "Collateral" shall include the
Collateral Agent’s rights and remedies with respect to the Existing Titled
Collateral and Existing Certificates of Title in accordance with this Section
12.20.

(c)     Limited Duties
of Co-Agents. Without in any manner limiting the Lien of the Existing Titled
Collateral Agent in the Existing Titled Collateral and the Existing Certificates
and its rights and remedies with respect thereto, the parties hereto agree that
Bank of America shall have no obligations, liabilities, responsibilities or
duties under this Agreement, in its capacity as Existing Titled Collateral
Agent, Administrative Agent or Syndication Agent. Bank of America shall not have
or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on Bank of America in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

(d)     Resignation as
Existing Titled Collateral Agent. The Existing Titled Collateral Agent may
resign as Existing Titled Collateral Agent upon at least thirty (30)




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days’
prior notice to the Lenders, the Collateral Agent and the Borrowers’ Agent,
such resignation to be effective upon the date set forth in such resignation
notice. In the event Bank of America sells all of its Commitment and Loans as
part of a sale, transfer or other disposition by Bank of America of
substantially all of its loan portfolio, Bank of America shall resign as the
Existing Titled Collateral Agent. Immediately upon the effectiveness of any such
resignation, the Collateral Agent shall succeed to all the rights of the
resigning Existing Titled Collateral Agent and the term "Existing Titled
Collateral Agent" shall mean the Collateral Agent and the resigning
Existing Titled Collateral Agent’s appointment as Existing Titled Collateral
Agent shall be terminated. The Borrowers shall take all actions at their sole
cost and expense as the Collateral Agent, as successor Existing Titled
Collateral Agent, may deem necessary or appropriate in order to continue the
perfection of the Existing Titled Collateral Agent’s Lien in the Existing
Titled Collateral and the Existing Certificates of Title, including the
execution and filing of all title applications and amendments and all UCC
financing statements and amendments as the Collateral Agent may deem necessary
or appropriate. After any resigning Existing Titled Collateral Agent’s
resignation hereunder as Existing Titled Collateral Agent, the applicable
provisions of this Article 12 shall continue to inure to its benefit
as to all matters arising prior to its resignation as Existing Titled Collateral
Agent under this Agreement.

(e)     New Titled
Collateral. Each of the parties hereby acknowledges that, pursuant to the
Security Agreement, the Collateral Agent has been granted a Lien in all
hereafter arising Titled Collateral as security for the Obligations and that the
Collateral Agent shall be noted as first lienholder on all certificates of title
and other comparable documents relating to such hereafter arising Titled
Collateral.

ARTICLE
13

MISCELLANEOUS




    13.1
         No Waivers;
    Cumulative Remedies.      No failure by the
Collateral Agent or any Lender to exercise any right, remedy, or option under
this Agreement or any present or future supplement thereto, or in any other
agreement between or among any Borrower and the Collateral Agent and/or any
Lender, or delay by the Collateral Agent or any Lender in exercising the same,
will operate as a waiver thereof. No waiver by the Collateral Agent or any
Lender will be effective unless it is in writing, and then only to the extent
specifically stated. No waiver by the Collateral Agent or the Lenders on any
occasion shall affect or diminish the Collateral Agent’s and each Lender’s
rights thereafter to require strict performance by the Borrowers of any
provision of this Agreement. The Collateral Agent and the Lenders may proceed
directly to collect the Obligations without any prior recourse to the
Collateral. The Collateral Agent’s and each Lender’s rights under this
Agreement will be cumulative and not exclusive of any other right or remedy
which the Collateral Agent or any Lender may have.



    13.2
         Severability.    The illegality or
unenforceability of any provision of this Agreement or any Loan Document or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Agreement or
any instrument or agreement required hereunder.






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    13.3
         Governing
    Law; Choice of Forum; Service of Process.



(a)     THIS AGREEMENT
SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAWS PROVISIONS, PROVIDED THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF
THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH
IN ARTICLE 9 OF THE UCC) OF THE STATE OF GEORGIA; PROVIDED THAT THE Collateral
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)     ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF GEORGIA OR OF THE UNITED STATES OF AMERICA
LOCATED IN THE FULTON COUNTY, GEORGIA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS CONSENTS,
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH OF THE BORROWERS, THE Collateral AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE
FOREGOING: (1) THE Collateral AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO
BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION THE Collateral AGENT OR THE LENDERS DEEM
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY
FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

(c) EACH BORROWER
HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT
ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO THE BORROWERS’ AGENT AT ITS ADDRESS SET FORTH IN SECTION 13.8
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER
THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING
CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE Collateral AGENT OR THE LENDERS
TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.



    13.4
         WAIVER
    OF JURY TRIAL.    TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, THE BORROWERS, THE LENDERS AND THE COLLATERAL






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    AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE
BORROWERS, THE LENDERS AND THE Collateral AGENT EACH AGREE THAT ANY SUCH CLAIM
OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.



    13.5
         Survival
    of Representations and Warranties.      All of the Borrowers’
representations and warranties contained in this Agreement shall survive the
execution, delivery, and acceptance thereof by the parties, notwithstanding any
investigation by the Collateral Agent or the Lenders or their respective agents.



    13.6
         Other
    Security and Guaranties.      The Collateral Agent,
may, without notice or demand and without affecting any Borrower’s obligations
hereunder, from time to time: (a) take from any Person and hold collateral
(other than the Collateral) for the payment of all or any part of the
Obligations and exchange, enforce or release such collateral or any part
thereof; and (b) accept and hold any endorsement or guaranty of payment of all
or any part of the Obligations and release or substitute any such endorser or
guarantor, or any Person who has given any Lien in any other collateral as
security for the payment of all or any part of the Obligations, or any other
Person in any way obligated to pay all or any part of the Obligations.



    13.7
         Fees
    and Expenses.      The Borrowers agree
to pay to each Agent, for its benefit, on demand, all reasonable costs and
expenses that such Agent pays or incurs in connection with the negotiation,
preparation, syndication, consummation, administration, enforcement, and
termination of this Agreement or any of the other Loan Documents, including: (a)
Attorney Costs; (b) all reasonable costs and expenses (including reasonable
and actual attorneys’ and paralegals’ fees and disbursements) for any
amendment, supplement, waiver, consent, or subsequent closing in connection with
the Loan Documents and the transactions contemplated thereby; (c) costs and
expenses of lien and title searches and title insurance; (d) taxes, fees
and other charges for recording the Mortgages, filing financing statements and
continuations, noting the Agent’s Liens on certificates of title, and other
actions to perfect, protect, and continue the Agent’s Liens (including costs
and expenses paid or incurred by each



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     Agent in connection with the consummation
of this Agreement); (e) sums paid or incurred to pay any amount or take any
action required of the Borrowers under the Loan Documents that the Borrowers
fail to pay or take; (f) costs of appraisals, inspections, and
verifications of the Collateral, including travel, lodging, and meals for
inspections of the Collateral and the Borrowers’ operations by the Collateral
Agent plus the Collateral Agent’s charge of $750 per day (or portion thereof)
for each Person retained or employed by the Collateral Agent for field
examinations and audits and the preparation of reports thereof; and
(g) costs and expenses of forwarding loan proceeds, collecting checks and
other items of payment, and establishing and maintaining Payment Accounts and
lock boxes, and costs and expenses of preserving and
protecting the Collateral. In addition, the Borrowers agree to pay (i) on demand
to the Collateral Agent, for its benefit, all costs and expenses incurred by the
Collateral Agent (including Attorneys’ Costs), and (ii) to the Lenders (other
than CIT), on demand, all reasonable and actual fees, expenses and disbursements
incurred by such Lenders for one law firm retained by such Lenders, in each
case, paid or incurred to obtain payment of the Obligations, enforce the Agent’s
Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the
provisions of the Loan Documents, or to defend any claims made or threatened
against the Collateral Agent or any Lender arising out of the transactions
contemplated hereby (including preparations for and consultations concerning any
such matters). The foregoing shall not be construed to limit any other
provisions of the Loan Documents regarding costs and expenses to be paid by the
Borrowers. All of the foregoing costs and expenses shall be charged to the Loan
Account as Revolving Loans as described in Section 3.7.



    13.8
         Notices.      Except as otherwise
provided herein, all notices, demands and requests that any party is required or
elects to give to any other shall be in writing, or by a telecommunications
device capable of creating a written record, and any such notice shall become
effective (a) upon personal delivery thereof, including, but not limited
to, delivery by overnight mail and courier service, (b) four (4) Business
Days after it shall have been mailed by United States mail, first class,
certified or registered, with postage prepaid, or (c) in the case of notice
by such a telecommunications device, when properly transmitted, in each case
addressed to the party to be notified as follows:



 







 







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If to the Collateral
Agent:







    
      






            The CIT
            Group/Business Credit, Inc.

            1200 Ashwood
            Parkway, Suite 150

            Atlanta,
            Georgia 30338

            Attention:
            Regional Credit Manager

            Telecopy No.:
            770-522-7673

      

    







            with copies
            to:

    
      
            The CIT
            Group/Commercial Services, Inc.

            1211 Avenue of
            the Americas

            New York, New
            York 10036

            Attention:
            James Heed

            Telecopy No.:
            212-536-1328

      

    

  



             








  






If to the
Administrative Agent or Syndication Agent:







    
      






            Bank of
            America, N.A.

            600 Peachtree
            Street, 5th Floor

            Atlanta, GA
            30308

            Attention:
            Business Credit-Account Executive

            Telecopy No.:
            404-607-6437

      

    

            with copies
            to:

    
      
            Troutman
            Sanders LLP

            600 Peachtree
            Street, 52nd Floor

            Atlanta, GA
            30308

            Attention:
            Michael Leveille

            Telecopy No.:
            404-962-6615

      

    

  



             








  






If to the Borrowers or
the Borrowers’ Agent:







    
      






            Miller
            Industries, Inc.

            8503
            Hilltop Drive

            Ooltewah,
            TN 37363

            Attention:
            Chief Financial Officer

            Telecopy No.:
            423-238-6874

      

    

  






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            with copies
            to:

    
      
            c/o Kilpatrick
            Stockton LLP

            1100 Peachtree
            Street

            Atlanta, GA
            30309

            Attention:
            General Counsel

            Telecopy
            No.: 404-815-6555

      

    

  












 














If to a Lender:







  
    






            To the address
            of such Lender set forth on the signature page hereto or on the
            Assignment and Acceptance for such Lender, as applicable

    

  



             







or to such other
address as each party may designate for itself by like notice. Failure or delay
in delivering copies of any notice, demand, request, consent, approval,
declaration or other communication to the persons designated above to receive
copies shall not adversely affect the effectiveness of such notice, demand,
request, consent, approval, declaration or other communication.



    13.9
         Waiver of Notices.      Unless otherwise
expressly provided herein, each Borrower waives presentment, and notice of
demand or dishonor and protest as to any instrument, notice of intent to
accelerate the Obligations and notice of acceleration of the Obligations, as
well as any and all other notices to which it might otherwise be entitled. No
notice to or demand on any Borrower which the Collateral Agent or any Lender may
elect to give shall entitle any Borrower to any or further notice or demand in
the same, similar or other circumstances.



    13.10
         Binding
    Effect.      The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective
representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned by any Borrower without
prior written consent of the Collateral Agent and each Lender. The rights and
benefits of the Collateral Agent and the Lenders hereunder shall, if such
Persons so agree, inure to any party acquiring any interest in the Obligations
or any part thereof.



    13.11
         Indemnity
    of the Agents and the Lenders by the Borrowers.



(a)     To the fullest
extent permitted by law, the Borrowers agree to defend, indemnify and hold the
Agent-Related Persons, and each Lender, their parents, Affiliates and
Subsidiaries and all of their respective officers, directors, employees,
counsel, representatives, successors, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including Attorney Costs) of any
kind or nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Collateral Agent or replacement of any Lender) be imposed on, incurred by or
asserted against any such Indemnified Person in any way relating to or arising
out of this Agreement or any document contemplated by or referred to herein, or
the




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transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement,
any other Loan Document, or the Loans or the use of the proceeds thereof,
whether or not any Indemnified Person is a party thereto (all the foregoing,
collectively, the "Indemnified Liabilities"); provided,
that the Borrowers shall have no obligation hereunder to any Indemnified Person
with respect to Indemnified Liabilities to the extent resulting from the gross
negligence or willful misconduct of such Indemnified Person. The agreements in
this Section shall survive payment of all other Obligations.

(b)     To the fullest
extent permitted by law, the Borrowers agree to indemnify, defend and hold
harmless each Indemnified Person from any claim, demand, damages, penalties,
fines, costs (including without limitation reasonable and actual attorneys’
fees and expenses), loss or other liability, of any type whatsoever
(collectively, "Damages") imposed on, incurred by or asserted against
any Indemnified Person, directly or indirectly, arising out of (i) the use,
generation, manufacture, production, storage, Release, threatened Release,
discharge, disposal or presence of any Contaminant relating to any Borrower’s
operations, business or property, or (ii) any Damages arising from or related to
any non-compliance or alleged non-compliance with any Environmental Laws with
respect to any Borrower or Borrower’s operations, business or Property; provided,
however, that such indemnity shall not apply to any Damages to the extent
resulting from the willful misconduct of any Indemnified Person. This indemnity
shall apply whether the Contaminant is on, under or about, or migrated from or
originated at any Borrower’s property or operations or property leased to any
Borrower, provided, that the Borrowers shall have no obligation hereunder to any
indemnify any Person with respect to any loss or liability to the extent
resulting from the gross negligence or willful misconduct of such Person.



    13.12
         Limitation of
    Liability.      NO CLAIM MAY BE MADE
BY ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST ANY AGENT, ANY LENDER, OR
THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS
OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER
THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT
OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER AND EACH LENDER HEREBY
WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR
NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.



    13.13
         Final
    Agreement.      This Agreement and
the other Loan Documents are intended by the Borrowers, the Agents and the
Lenders to be the final, complete, and exclusive expression of the agreement
between them. This Agreement supersedes any and all prior oral or written
agreements relating to the subject matter hereof, except for the Fee Letter. No
modification, rescission, waiver, release, or amendment of any






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    provision of this
Agreement or any other Loan Document shall be made, except by a written
agreement signed by the Borrowers and a duly authorized officer of each of the
Collateral Agent and the requisite Lenders.



    13.14
          Counterparts.      This Agreement may be
executed in any number of counterparts, and by the Agents, each Lender and the
Borrowers in separate counterparts, each of which shall be an original, but all
of which shall together constitute one and the same agreement; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.



    13.15
         Captions.      The captions
contained in this Agreement are for convenience of reference only, are without
substantive meaning and should not be construed to modify, enlarge, or restrict
any provision.



    13.16
         Right
    of Setoff.      In addition to any
rights and remedies of the Lenders provided by law, if an Event of Default
exists or the Loans have been accelerated, each Lender is authorized at any time
and from time to time, without prior notice to any Borrower, any such notice
being waived by the Borrowers to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held by, and other indebtedness at any time owing by, such
Lender or any Affiliate of such Lender to or for the credit or the account of
any Borrower against any and all Obligations owing to such Lender, now or
hereafter existing, irrespective of whether or not the Collateral Agent or such
Lender shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured. Each Lender agrees
promptly to notify the Borrowers’ Agent and the Collateral Agent after any
such set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE
ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT
OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR
WRITTEN UNANIMOUS CONSENT OF THE LENDERS.



    13.17
         Confidentiality.



(a)     The Borrowers
hereby agree that the Agents and each Lender may prepare and disseminate
"tombstone" and other similar advertising and promotional materials
describing the credit accommodation entered into pursuant to this Agreement,
including the names and addresses of the Borrowers, the amount of the credit
facilities hereunder, and a general description of the Borrowers’ business.

(b)     Each Lender
severally agrees to take normal and reasonable precautions and exercise due care
to maintain the confidentiality of all information identified as
"confidential" or "secret" by the Borrowers and provided to
the Collateral Agent or such Lender by or on behalf of the Borrowers, under this
Agreement or any other Loan Document, except to the extent that such information
(i) was or becomes generally available to the public other than as a result of
disclosure by the Collateral Agent or such Lender, or (ii) was or becomes
available on a nonconfidential basis from a source other than the Borrowers,
provided that such source is not






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bound by a confidentiality agreement with the
Borrowers known to the Collateral Agent or such Lender; provided, however,
that the Collateral Agent and any Lender may disclose such information (1) at
the request or pursuant to any requirement of any Governmental Authority to
which the Collateral Agent or such Lender is subject or in connection with an
examination of the Collateral Agent or such Lender by any such Governmental
Authority; (2) upon prior notice to the Borrowers’ Agent (unless otherwise
prohibited by any such subpoena or court process), pursuant to subpoena or other
court process; (3) when required to do so in accordance with the provisions of
any applicable Requirement of Law; (4) to the extent reasonably required in
connection with any litigation or proceeding (including, but not limited to, any
bankruptcy proceeding) to which the Collateral Agent, any Lender or their
respective Affiliates may be party; (5) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan
Document; (6) to the extent necessary in such Lender’s judgment, to the
Collateral Agent’s or such Lender’s independent auditors, accountants,
attorneys and other professional advisors, provided that such independent
auditors, accountants, attorneys and other professional advisors agree to keep
such information confidential to the same extent required of the Collateral
Agent and the Lenders hereunder; (7) to any prospective Participant or Assignee
under any Assignment and Acceptance, actual or potential, provided that such
prospective Participant or Assignee agrees to keep such information confidential
to the same extent required of the Collateral Agent and the Lenders hereunder;
(8) as expressly permitted under the terms of any other document or agreement
regarding confidentiality to which any Borrower is party or is deemed party with
the Collateral Agent or such Lender, and (9) to its Affiliates, provided that
such Lender shall cause any such Affiliate to keep such information confidential
to the same extent required of such Lender hereunder.



    13.18     
    Conflicts with Other Loan Documents.      Unless otherwise
expressly provided in this Agreement (or in another Loan Document by specific
reference to the applicable provision contained in this Agreement), if any
provision contained in this Agreement conflicts with any provision of any other
Loan Document, the provision contained in this Agreement shall govern and
control.



 

 

 

(Signatures Begin On
Next Page)




-83-



     





 

IN WITNESS WHEREOF, the
parties have entered into this Agreement on the date first above written.

 

	 	
      "PARENT"




      Miller
      Industries, Inc.

      
    
       

      By:   /s/
      Frank Madonia


      





             Frank Madonia 

             Executive Vice
        President
         


  

	 	
      "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/
      Frank Madonia


      





             



        Frank Madonia 

            Attorney-in-Fact
          of each entity listed above
           


    



 



     



 

	
       

       
	
      "SUBSIDIARY
      ROADONE BORROWERS"

      
       


        
        ACKERMAN WRECKER
        SERVICE, INC.

        A-EXCELLENCE
        TOWING CO.

        ALL AMERICAN
        TOWING SERVICES, INC.

        ALLIED GARDENS
        TOWING, INC.

        ALLIED TOWING AND
        RECOVERY, INC.

        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.

        BOB VINCENT AND
        SONS WRECKER SERVICE, INC.

        BOULEVARD &
        TRUMBULL TOWING, INC.

        BREWER'S, INC.

        BRYRICH
        CORPORATION

        C&L TOWING
        SERVICES, INC.

        CAL WEST TOWING,
        INC.

        CARDINAL CENTRE
        ENTERPRISES, INC.

        CEDAR BLUFF 24
        HOUR TOWING, INC.

        CENTRAL VALLEY
        TOWING, INC.

        CHAD'S, INC.

        CHICAGO METRO
        SERVICES, INC.

        CLARENCE CORNISH
        AUTOMOTIVE SERVICE, INC.

        CLEVELAND VEHICLE
        DETENTION CENTER, INC.

        COFFEY’S TOWING,
        INC.

        COLEMAN’S TOWING
        & RECOVERY, INC.

        D.A. HANELINE,
        INC.

        DVREX, INC.

        DICK'S TOWING
        & ROAD SERVICE, INC.

        DOLLAR
        ENTERPRISES, INC.

        DON'S TOWING, INC.

        




 



 

	
       

       
	
      

        
        
        DUGGER’S
        SERVICES, INC.

        DUN-RITE TOWING
        INC.

        DURU, INC.

        E.B.T., INC.

        EXPORT
        ENTERPRISES, INC.

        GARY’S TOWING
        & SALVAGE POOL, INC.

        GOOD MECHANIC AUTO
        CO. OF RICHFIELD, INC.

        GREAT AMERICA
        TOWING, INC.

        GREG'S TOWING,
        INC.

        H&H TOWING
        ENTERPRISES, INC.

        HALL'S TOWING
        SERVICE, INC.

        HENDRICKSON
        TOWING, INC.

        H.M.R.
        ENTERPRISES, INC.

        INTERSTATE TOWING
        & RECOVERY, INC.

        KAUFF'S, INC.

        KAUFF’S OF FT.
        PIERCE, INC.

        KAUFF’S OF
        MIAMI, INC.

        KAUFFS OF PALM
        BEACH, 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.

        MURPHY'S TOWING,
        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.

        




 



 

	
       

       
	

      
       


        
        

        RMA ACQUISITION
        CORP.

        RRIC ACQUISITION
        CORP.

        RAY’S TOWING,
        INC.

        RECOVERY SERVICES,
        INC.

        RTIEX, INC.

        RBEX INC.

        ROAD ONE, INC.

        ROADONE EMPLOYEE
        SERVICES, INC.

        ROAD ONE INSURANCE
        SERVICES, INC.

        ROAD ONE SERVICE,
        INC.

        ROADONE
        SPECIALIZED TRANSPORTATION, INC.

        ROADONE
        TRANSPORTATION AND LOGISTICS, INC.

        R.M.W.S., INC.

        SANDY'S AUTO &
        TRUCK SERVICE, INC.

        SAKSTRUP TOWING,
        INC.

        SOUTHWEST
        TRANSPORT, INC.

        SPEED'S
        AUTOMOTIVE, INC.

        SPEED'S RENTALS,
        INC.

        SROGA'S AUTOMOTIVE
        SERVICES, INC.

        SUBURBAN WRECKER
        SERVICE, INC.

        TEAM TOWING AND
        RECOVERY, INC.

        TED'S OF FAYVILLE,
        INC.

        TEXAS TOWING
        CORPORATION

        THOMPSON'S WRECKER
        SERVICE, INC.

        TOW PRO CUSTOM
        TOWING & HAULING, INC.

        TREASURE COAST
        TOWING, INC.

        TREASURE COAST
        TOWING OF MARTIN COUNTY,

             INC.

        TRUCK SALES &
        SALVAGE CO., 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.

        
         


      By:       /s/
      Frank Madonia                                                  
      
        Frank Madonia

              Attorney-in-Fact of each entity listed above


      



    
	 	 
	 	
      "ADMINISTRATIVE
      AGENT,

      SYNDICATION AGENT AND EXISTING

      TITLED COLLATERAL AGENT"

      
      BANK OF AMERICA, N.A.,
      as the

      Administrative Agent, Syndication Agent and

      Existing Titled
      Collateral Agent

      By:       /s/
      Kevin M.
      Moore                                                   

      Name:        Kevin M.
      Moore                                                   

      Title:          Senior
      V.P.                                                             

      
      


   



   

  	
       
	

  
	 	 
	 	
      "LETTER OF CREDIT ISSUER"

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

      Credit Issuer

      By:       /s/
      Kevin M.
      Moore                                                   

      Name:        Kevin M.
      Moore                                                   

      Title:          Senior
      V.P.                                                             

	 	 
       

    
	 	
      "COLLATERAL
      AGENT"

      
      THE CIT
      GROUP/BUSINESS CREDIT, INC., as

 the Collateral Agent

      By:      /s/
      Arthur R. Cordwell,
      Jr.                                          

      Name:       Arthur R. Cordwell,
      Jr.  
                                             

      Title:         V.P.
                        
                                                           

    
	 	
       

       

	
       

      Address:

      600 Peachtree
      Street, 5th Floor

      Atlanta, GA 30308

      Attn: Business
      Credit - Account Executive

      Telecopy No:
      404-607-6437

    	
      "LENDERS"

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

      By:       /s/
      Kevin M.
      Moore                                                   

      Name:        Kevin M.
      Moore                                                   

      Title:          Senior
      V.P.                                                             

    
	 	
       

      
       

	
      

      Address:

      1200 Ashwood
      Parkway, Suite 150

      Atlanta, GA 30338

      Attn: Regional
      Credit Manager

      Telecopy No:
      770-522-7673

    	
      THE CIT
      GROUP/BUSINESS CREDIT, INC.,

      as a Lender

      By:      /s/
      Arthur R. Cordwell,
      Jr.                                          

      Name:       Arthur R. Cordwell,
      Jr.  
                                             

      Title:        
      V.P.                  
                                                            

       



   



   

  	 	 
	
      

      Address:

      300 Galleria
      Parkway, Suite 800

      Atlanta, GA 30339

      Attn: Wesley Manus

      Telecopy No:
      770-857-2947

    	
      FLEET CAPITAL
      CORPORATION, as a Lender

      By:       /s/
      Wes
      Manus                
                                                

      Name:         Wes
      Manus  
                     
                                             

      Title:           Vice
      President
                                                            




 

 

 

 

 



 

ANNEX
A

to

Credit Agreement

Definitions


Capitalized terms used
in the Loan Documents shall have the following respective meanings (unless
otherwise defined therein), and all section references in the following
definitions shall refer to sections of the Agreement:

"Accounts"
means, as to any Borrower or Designated Subsidiary, all of such Borrower’s (or
Designated Subsidiary’s) now owned or hereafter acquired or arising accounts,
as defined in the UCC, including any rights to payment for the sale or lease of
goods or rendition of services, whether or not they have been earned by
performance.

"Account Debtor"
means each Person obligated in any way on or in connection with an Account.

"ACH
Transactions" means any cash management or related services including
the automatic clearing house transfer of funds by Bank of America for the
account of the Borrowers pursuant to agreement or overdrafts.

"Adjusted Net
Earnings from Operations" means, with respect to any fiscal period of
the Consolidated Parties, the Consolidated Parties’ net income after provision
for income taxes for such fiscal period, as determined in accordance with GAAP
and reported on the Financial Statements for such period, excluding any and all
of the following included in such net income: (a) gain or loss arising from the
sale of any capital assets (provided, that, up to $891,000 in the aggregate of
gain from capital asset sales that occurred during the Fiscal Year ended April
30, 2001 shall be included in net income for the fiscal periods ending on April
30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002 to the extent
such asset sales occurred during such fiscal periods); (b) gain arising from any
write-up in the book value of any asset; (c) earnings of any Person,
substantially all the assets of which have been acquired by a Consolidated Party
in any manner, to the extent realized by such other Person prior to the date of
acquisition; (d) earnings of any Person (other than a Consolidated Party) in
which a Consolidated Party has an ownership interest unless (and only to the
extent) such earnings shall actually have been received by such Consolidated
Party in the form of cash distributions; (e) earnings of any Person to which
assets of a Consolidated Party shall have been sold, transferred or disposed of,
or into which a Consolidated Party shall have been merged, or which has been a
party with a Consolidated Party to any consolidation or other form of
reorganization, prior to the date of such transaction; (f) gain arising from the
acquisition of debt or equity securities of a Consolidated Party or from
cancellation or forgiveness of Debt; and (g) gain and non-cash losses arising
from extraordinary items, as determined in accordance with GAAP, or from any
other non-recurring transaction.

"Administrative
Agent" means Bank of America, solely in its capacity as administrative
agent.

 

 

A-1



 

"Affiliate"
means, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person or
which owns, directly or indirectly, ten percent (10%) or more of the outstanding
equity interest of such Person. A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract, or
otherwise.

"Agent Advances"
has the meaning specified in Section 1.2(i).

"Agent’s
Liens" means the Liens in the Collateral granted to the Collateral
Agent (and the existing Titled Collateral Agent), for the benefit of the Agents,
the Letter of Credit Issuer and the Lenders pursuant to this Agreement and the
other Loan Documents.

"Agent-Related
Persons" means the Agents, together with their Affiliates, and the
officers, directors, employees, counsel, representatives, agents and
attorneys-in-fact of the Agents and such Affiliates.

"Agents"
means the Administrative Agent, the Existing Titled Collateral Agent, the
Collateral Agent and the Syndication Agent, collectively, and "Agent"
means any such party, individually.

"Aggregate
Miller Revolver Outstandings" means, at any date of determination
without duplication: the sum of (a) the unpaid balance of Revolving Loans made
to the Miller Borrowers, (b) the aggregate amount of Pending Revolving Loans
requested by the Miller Borrowers, (c) one hundred percent (100%) of the
aggregate undrawn face amount of all outstanding Letters of Credit requested by
the Miller Borrowers, and (d) the aggregate amount of any unpaid reimbursement
obligations in respect of drawn Letters of Credit issued at the request of the
Miller Borrowers.

"Aggregate
Revolver Outstandings" means, at any date of determination, without
duplication: the sum of (a) the unpaid balance of Revolving Loans, (b) the
aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of
the aggregate undrawn face amount of all outstanding Letters of Credit, and (d)
the aggregate amount of any unpaid reimbursement obligations in respect of drawn
Letters of Credit.

"Aggregate
RoadOne Revolver Outstandings" means, at any date of determination,
without duplication: the sum of (a) the unpaid balance of Revolving Loans made
to the RoadOne Borrowers, (b) the aggregate amount of Pending Revolving Loans
requested by the RoadOne Borrowers, (c) one hundred percent (100%) of the
aggregate undrawn face amount of all outstanding Letters of Credit requested by
the RoadOne Borrowers, and (d) the aggregate amount of any unpaid reimbursement
obligations in respect of drawn Letters of Credit issued at the request of the
RoadOne Borrowers.

"Agreement"
means the Credit Agreement to which this Annex A is attached, as from
time to time amended, modified or restated.

"Anniversary
Date" means each anniversary of the Closing Date.

 







 

A-2



 

 







"Applicable
Margin" means:








  	
      with
            respect to Base Rate Revolving Loans and all other Obligations
            (other than Base Rate Term Loans and LIBOR Rate Loans), 0.75%;

	
      with
            respect to Base Rate Term Loans, 1.00%;

	
      with
            respect to LIBOR Revolving Loans, 2.75%; and

	
      with
            respect to LIBOR Term Loans, 3.00%.











"Appraisal"
means an appraisal, prepared on a basis satisfactory to the Collateral Agent,
setting forth the Net Orderly Liquidation Value (and the orderly liquidation
value) of all of each Borrower’s finished goods Inventory and Fleet Vehicles,
which appraisal shall be prepared in accordance with Section 7.4(d).

"Asset
Disposition" means any sale or other disposition of (a) less than all
of the assets of any RoadOne Borrower, so long as (i) the Net Proceeds therefrom
are at least equal to $100,000 or (ii) the assets sold or disposed of constitute
all or substantially all of the assets of any location operated by such RoadOne
Borrower, or (b) all of the assets, stock or property of any RoadOne Borrower
(in either case, provided such assets, stock or property involve the RoadOne
business), including through asset sales, stock sales, and mergers whereby the
applicable RoadOne Borrower is not the surviving corporation.

"Asset
Disposition Expenses" means, in connection with any Asset Disposition,
(a) commissions and other reasonable and customary transaction costs, fees and
expenses properly attributable to such Asset Disposition and payable by the
Borrowers in connection therewith (in each case, paid to non-Affiliates),
(b) transfer taxes applicable to such Asset Disposition, (c) amounts
payable to holders of Liens senior to the Agent’s Liens (to the extent such
Liens constitute Permitted Liens hereunder), if any, and (d) an appropriate
reserve for income taxes in accordance with GAAP in connection therewith.

"Assignee"
has the meaning specified in Section 11.2(a).

"Assignment and
Acceptance" has the meaning specified in Section 11.2(a).

"Attorney Costs"
means and includes all actual and reasonable fees, expenses and disbursements of
one or more law firms or other counsel engaged by the Agents, including the
reasonably allocated costs and expenses of internal legal services of the
Agents.

"Availability"
means, at any time (a) the lesser of (i) the Maximum Revolver Amount or (ii) the
Borrowing Base, minus (b) Reserves other than Reserves deducted in the
calculation of the Borrowing Base.

"Availability
Requirement" means (a) $10,000,000 at any time prior to one or more
sales of assets of the RoadOne Borrowers (other than sales or dispositions of
Fleet Vehicles in the ordinary course of business that are obsolete or no longer
used or useful in the RoadOne

 

 

A-3



 

 

 Borrowers’ business, provided such Fleet
Vehicles are replaced with replacement Fleet Vehicles within 90 days after any
such sale or disposition) on or after the Closing Date with a Net Senior
Creditors Proceeds value, in the aggregate, greater than or equal to $35,976,338
and (b) $9,000,000 at any time thereafter.

"Bank of
America" means Bank of America, N.A., a national banking association,
or any successor entity thereto.

"Bank Products"
means any one or more of the following types of services or facilities extended
to a Borrower by Bank of America or CIT, or any Affiliate of Bank of America or
CIT, in reliance on the agreement of Bank of America or CIT, as applicable, to
indemnify such Affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash
management, including controlled disbursement services; and (iv) Hedge
Agreements. "Bank Products" do not include floorplanning arrangements
and vehicle repurchase obligations.

"Bank Product
Reserves" means all reserves which the Collateral Agent from time to
time establishes in its reasonable discretion for the Bank Products consisting
of Hedge Agreements and credit cards then provided or outstanding.

"Bankruptcy
Code" means Title 11 of the United States Code (11 U.S.C. &sec; 101 et
seq.).

"Base Rate"
means the rate of interest per annum announced by The Chase Manhattan Bank from
time to time as its prime rate in effect at its principal office in New York
City. (The prime rate is not intended to be the lowest rate of interest charged
by The Chase Manhattan Bank to its borrowers).

"Base Rate
Loans" means, collectively, the Base Rate Revolving Loans and the Base
Rate Term Loans.

"Base Rate
Revolving Loan" means a Revolving Loan during any period in which it
bears interest based on the Base Rate.

"Base Rate Term
Loan" means any portion of a Term Loan during any period in which such
portion bears interest based on the Base Rate.

"Blocked
Account Agreement" means an agreement among one or more of the
Borrowers, the Collateral Agent and a Clearing Bank, in form and substance
reasonably satisfactory to the Collateral Agent, concerning the collection of
payments which represent the proceeds of Accounts or of any other Collateral.

"Borrowers’
Agent" means Parent, in its capacity as agent for itself and the other
Borrowers pursuant to Section 3.11.

"Borrowing"
means a borrowing hereunder consisting of Revolving Loans or Term Loans made on
the same day by the Lenders to the Borrowers or by CIT in the case of a

 

 

A-4



 

 


Borrowing funded by Non-Ratable Loans or by the Collateral Agent in the case of
a Borrowing consisting of an Agent Advance, or the issuance of Letters of Credit
hereunder.

"Borrowing Base"
means, collectively, the Miller Borrowing Base and the RoadOne Borrowing Base.

"Borrowing Base
Certificate" means a certificate by a Responsible Officer of the
Borrowers’ Agent, substantially in the form of Exhibit A (or
another form acceptable to the Collateral Agent) setting forth separately the
calculation of the Borrowing Base, the Miller Borrowing Base and the RoadOne
Borrowing Base, including a calculation of each component thereof, all in such
detail as shall be reasonably satisfactory to the Collateral Agent. All
calculations of the Borrowing Base, the Miller Borrowing Base and the RoadOne
Borrowing Base in connection with the preparation of any Borrowing Base
Certificate shall originally be made by the Borrowers’ Agent and certified to
the Collateral Agent; provided, that the Collateral Agent shall have the right
to review and adjust, in the exercise of its reasonable credit judgment, any
such calculation (a) to reflect its reasonable estimate of declines in value of
any of the Collateral described therein, and (b) to the extent that such
calculation is not in accordance with this Agreement.

"Business Day"
means (a) any day that is not a Saturday, Sunday, or a day on which banks in
Atlanta, Georgia are required or permitted to be closed, and (b) with respect to
all notices, determinations, fundings and payments in connection with the LIBOR
Rate or LIBOR Rate Loans, any day that is a Business Day pursuant to clause
(a) above and that is also a day on which trading in Dollars is carried on
by and between banks in the London interbank market.

"Capital
Adequacy Regulation" means any guideline, request or directive of any
central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

"Capital
Expenditures" means all payments due (whether or not paid during any
fiscal period) in respect of the cost of any fixed asset or improvement, or
replacement, substitution, or addition thereto, which has a useful life of more
than one year, including, without limitation, those costs arising in connection
with the direct or indirect acquisition of such asset by way of increased
product or service charges or in connection with a Capital Lease.

"Capital Lease"
means any lease of property by a Consolidated Party which, in accordance with
GAAP, should be reflected as a capital lease on the balance sheet of the
Consolidated Parties.

"Change of
Control" means the occurrence of any of the following: (a) a Person or
"group" of Persons (within the meaning of Section 13(d) of the
Exchange Act), shall acquire, beneficially or of record, 25% or more of the
outstanding voting stock (stock entitled to vote for election of directors) of
Parent; (b) during any period of two consecutive calendar years, individuals who
at the beginning of such period constituted the Board of Directors of Parent
(together with any new directors whose election by the Board of Directors of
Parent or whose nomination for

 

A-5



 

 

election by the shareholders of Parent, as the
case may be, was approved by a vote of a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors of Parent, as the case may be,
then in office; or (c) Parent shall cease to own 100% of the equity interests of
any other Borrower or such ownership shall cease to vest in Parent voting
control with respect to any other Borrower, except as a result of a transaction
permitted under this Agreement.

"Chassis
Floorplan Agreement" means any agreement (other than a purchase order)
pursuant to which (a) any Borrower purchases, acquires or receives chassis
(whether through a purchase, bailment, consignment or other arrangement), (b)
the applicable Borrower incurs any obligation to pay any Person for or with
respect to any portion of the invoice price for such chassis, and (c) the
applicable Borrower grants such Person a Lien in, or such Person retains any
ownership interest in, such chassis.

"Chattel Paper"
means, as to any Borrower, all of such Borrower’s now owned or hereafter
acquired chattel paper, as defined in the UCC, including electronic chattel
paper.

"CIT"
means The CIT Group/Business Credit, Inc., or any successor entity thereto.

"Clearing Bank"
means Bank of America or any other banking institution with whom a Payment
Account has been established pursuant to a Blocked Account Agreement.

"Closing Date"
means the date of this Agreement.

"Closing Fee"
has the meaning specified in Section 2.4.

"Code"
means the Internal Revenue Code of 1986.

"Collateral"
means (a) all of the Borrowers’ real and personal property, except to the
extent excluded pursuant to the terms of the Security Agreement, and (b) all
other assets of any Person from time to time subject to Agent’s Liens securing
payment or performance of the Obligations.

"Collateral
Agent" means CIT, solely in its capacity as collateral agent for the
Lenders, and any successor collateral agent.

"Commitment"
means, at any time with respect to a Lender, the principal amount set forth
beside such Lender’s name under the heading "Commitment" on Schedule 1.1
attached to the Agreement or on the signature page of the Assignment and
Acceptance pursuant to which such Lender became a Lender hereunder in accordance
with the provisions of Section 11.2, as such Commitment may be
adjusted from time to time in accordance with the provisions of Sections 3.2(a)
and 11.2, and "Commitments" means, collectively, the
aggregate amount of the commitments of all of the Lenders.

 

A-6



 

 

"Consolidated
Parties" means Parent and each of its Subsidiaries whose financial
statements are consolidated with Parent’s financial statements in accordance
with GAAP.

"Contaminant"
means any material, substance, constituent or waste, whether solid, liquid or
gaseous, which is listed, defined or regulated as a "hazardous
substance", "hazardous waste" or "solid waste", or
otherwise classified as hazardous or toxic, under or pursuant to any
Environmental Law, or regulated in any way under any Environmental Law;
including, without limitation, asbestos and asbestos containing materials,
petroleum and petroleum products, radon, polychlorinated biphenyls, urea
formaldehyde foam insulation, explosives or radioactive materials.

"Continuation/Conversion
Date" means the date on which a Loan is converted into or continued as
a LIBOR Rate Loan.

"Custodial
Administration Agreement" means the Custodial Administration Agreement
entered into on or about the Closing Date among the Borrowers, the Custodial
Administrator, the Collateral Agent, the Existing Titled Collateral Agent and
the Junior Creditors’ Agent, together with any successor agreement with
respect to the subject matter thereof.

"Custodial
Administrator" means VINtek, Inc., a Pennsylvania corporation, together
with any successor custodial administrator under any successor Custodial
Administration Agreement.

"Debt"
means, without duplication, all liabilities, obligations and indebtedness of any
Borrower or any of their Subsidiaries to any Person, of any kind or nature, now
or hereafter owing, arising, due or payable, howsoever evidenced, created,
incurred, acquired or owing, whether primary, secondary, direct, contingent,
fixed or otherwise, in each case to the extent such liabilities, obligations and
indebtedness consist of (a) indebtedness for borrowed money or the deferred
purchase price of property, excluding trade payables, (b) Obligations; (c)
obligations and liabilities of any Person secured by any Lien on any Borrower’s
or Subsidiary’s property, even though such Borrower or Subsidiary shall not
have assumed or become liable for the payment thereof; provided, however,
that all such obligations and liabilities which are limited in recourse to such
property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of such Borrower or Subsidiary
prepared in accordance with GAAP; (d) the principal amount of all obligations or
liabilities created or arising under any Capital Lease or conditional sale or
other title retention agreement with respect to property used or acquired by any
Borrower or Subsidiary, even if the rights and remedies of the lessor, seller or
lender thereunder are limited to repossession of such property; provided,
however, that all such obligations and liabilities which are limited in
recourse to such property shall be included in Debt only to the extent of the
book value of such property as would be shown on a balance sheet of such
Borrower or Subsidiary prepared in accordance with GAAP; (e) obligations
and liabilities under Guaranties of Debt; and (f) the present value
(discounted at the Base Rate) of lease payments due under synthetic leases.

"Default"
means any event or circumstance which, with the giving of notice, the lapse of
time, or both, would (if not cured, waived, or otherwise remedied during such
time) constitute an Event of Default.

 

A-7



 

 

"Default Rate"
means a fluctuating per annum interest rate at all times equal to the sum of
(a) the otherwise applicable Interest Rate plus (b) two percent (2%)
per annum. Each Default Rate shall be adjusted simultaneously with any change in
the applicable Interest Rate. In addition, the Default Rate shall result in an
increase in the Letter of Credit Fee by two percentage points per annum.

"Defaulting
Lender" has the meaning specified in Section 12.15(c).

"Designated
Account" has the meaning specified in Section 1.2(c).

"Designated
Financial Officer" means each of the chief financial officer, the
treasurer, and any other financial officer of Parent reasonably acceptable to
the Collateral Agent.

"Designated
Subsidiaries" means F. G. Russell Truck Equipment Ltd. and
Canadian Towing Equipment, Inc.

"Distribution"
means, in respect of any corporation: (a) the payment or making of any
dividend or other distribution of property in respect of capital stock (or any
options or warrants for, or other rights with respect to, such stock) of such
corporation, other than distributions in capital stock (or any options or
warrants for such stock) of the same class; or (b) the redemption or other
acquisition by such corporation of any capital stock (or any options or warrants
for such stock) of such corporation.

"Documents"
means all documents as such term is defined in the UCC, including bills of
lading, warehouse receipts or other documents of title, now owned or hereafter
acquired by any Borrower.

"DOL"
means the United States Department of Labor or any successor department or
agency.

"Dollar"
and "$" means dollars in the lawful currency of the United
States. Unless otherwise specified, all payments under the Agreements shall be
made in Dollars.

"EBITDA"
means, with respect to any fiscal period of the Consolidated Parties, Adjusted
Net Earnings from Operations, plus, to the extent deducted in the
determination of Adjusted Net Earnings from Operations for that fiscal period,
Interest Expense, Federal, state, local and foreign income taxes, depreciation
and amortization. In calculating EBITDA, at a time when the Subsequent EBITDA
Requirement is applicable under Section 7.24, for any fiscal period,
EBITDA will be calculated as if the Asset Disposition of the assets and/or stock
of the RoadOne Borrowers had occurred prior to such fiscal period.

"Eligible Accounts"
means the Accounts arising in the ordinary course of business from the sale of
goods or the delivery of services by any Borrower which the Collateral Agent in
good faith determines to be Eligible Accounts. Without limiting the discretion
of the Collateral Agent to establish other criteria of ineligibility, Eligible
Accounts shall not include any Account:

 

A-8



 

 

(a)     with respect to
which more than ninety (90) days have elapsed since the date of the original
invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to
which any of the representations, warranties, covenants, and agreements
contained in the Security Agreement are incorrect or have been breached;

(c)     with respect to
which Account (or any other Account due from such Account Debtor), in whole or
in part, a check, promissory note, draft, trade acceptance or other instrument
for the payment of money has been received, presented for payment and returned
uncollected for any reason;

(d)     which represents a
progress billing (as hereinafter defined) or as to which any Borrower has
extended the time for payment without the consent of the Collateral Agent; for
the purposes hereof, "progress billing" means any invoice for goods
sold or leased or services rendered under a contract or agreement pursuant to
which the Account Debtor’s obligation to pay such invoice is conditioned upon
a Borrower’s completion of any further performance under the contract or
agreement;

(e)     with respect to
which any one or more of the following events has occurred to the Account Debtor
on such Account: death or judicial declaration of incompetency of an Account
Debtor who is an individual; the filing by or against the Account Debtor of a
request or petition for liquidation, reorganization, arrangement, adjustment of
debts, adjudication as a bankrupt, winding-up, or other relief under the
bankruptcy, insolvency, or similar laws of the United States, any state or
territory thereof, or any foreign jurisdiction, now or hereafter in effect; the
making of any general assignment by the Account Debtor for the benefit of
creditors; the appointment of a receiver or trustee for the Account Debtor or
for any of the assets of the Account Debtor, including, without limitation, the
appointment of or taking possession by a "custodian," as defined in
the Federal Bankruptcy Code; the institution by or against the Account Debtor of
any other type of insolvency proceeding (under the bankruptcy laws of the United
States or otherwise) or of any formal or informal proceeding for the dissolution
or liquidation of, settlement of claims against, or winding up of affairs of,
the Account Debtor; the sale, assignment or transfer of all or any material part
of the assets of the Account Debtor; the nonpayment generally by the Account
Debtor of its debts as they become due; or the cessation of the business of the
Account Debtor as a going concern;

(f)     if fifty percent
(50%) or more of the aggregate Dollar amount of outstanding Accounts owed at
such time by the Account Debtor thereon is classified as ineligible under clause
(a) above;

(g)     owed by an Account
Debtor which: (i) does not maintain its chief executive office in the United
States of America or Canada (other than the Province of Newfoundland); or (ii)
is not organized under the laws of the United States of America or Canada or any
state or province thereof; or (iii) is the government of any foreign country or
sovereign state, or of any state, province, municipality, or other political
subdivision thereof, or of any department, agency, public corporation, or other
instrumentality thereof; except to the extent that such Account is secured or
payable by a letter of credit satisfactory to the Collateral Agent in its
discretion;

 

A-9



 

 

 provided, that, this clause (g) shall not exclude up to
$500,000 of Accounts outstanding not more than thirty (30) days after the date
of the original invoice that are owing at any time by Western Corporation, a
subsidiary of Yanase-Co., Ltd.;

(h)     owed by an Account
Debtor which is an Affiliate or employee of any Borrower;

(i)     except as provided
in clause (k) below, with respect to which either the perfection,
enforceability, or validity of the Agent’s Liens in such Account, or the
Collateral Agent’s right or ability to obtain direct payment to the Collateral
Agent of the proceeds of such Account, is governed by any federal, state, or
local statutory requirements other than those of the UCC;

(j)     owed by an Account
Debtor to which a Borrower or any of its Subsidiaries is indebted in any way, or
which is subject to any right of setoff or recoupment by the Account Debtor,
unless the Account Debtor has entered into an agreement acceptable to the
Collateral Agent to waive setoff rights; or if the Account Debtor thereon has
disputed liability or made any claim with respect to any other Account due from
such Account Debtor; but in each such case only to the extent of such
indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by the
government of the United States of America, or any department, agency, public
corporation, or other instrumentality thereof, unless the Federal Assignment of
Claims Act of 1940, as amended (31 U.S.C. &sec; 3727 et seq.),
and any other steps necessary to perfect the Agent’s Liens therein, have been
complied with to the Collateral Agent’s satisfaction with respect to such
Account, provided that this requirement shall not apply to up to $100,000 in the
aggregate of Accounts;

(l)     owed by any state,
municipality, or other political subdivision of the United States of America, or
any department, agency, public corporation, or other instrumentality thereof and
as to which the Collateral Agent determines that its Lien therein is not or
cannot be perfected, provided that this requirement shall not apply to up to
$100,000 in the aggregate of Accounts;

(m)     which represents a
sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval,
consignment, or other repurchase or return basis;

(n)     which is evidenced
by a promissory note or other instrument or by chattel paper;

(o)     if the Collateral
Agent believes, in the exercise of its reasonable judgment, that the prospect of
collection of such Account is impaired or that the Account may not be paid by
reason of the Account Debtor’s financial inability to pay;

(p)     with respect to
which the Account Debtor is located in any jurisdiction requiring the filing of
a Notice of Business Activities Report or similar report in order to permit the
applicable Borrower to seek judicial enforcement in such jurisdiction of payment
of such Account, unless such Borrower has qualified to do business in such
jurisdiction or has filed a Notice of Business Activities Report or equivalent
report for the then current year;

 

 

A-10



 

 

(q)     which arises out of
a sale not made in the ordinary course of the applicable Borrower’s business;

(r)     with respect to
which the goods giving rise to such Account have not been shipped and delivered
to and accepted by the Account Debtor or the services giving rise to such
Account have not been performed by the applicable Borrower, and, if applicable,
accepted by the Account Debtor, or the Account Debtor revokes its acceptance of
such goods or services;

(s)     owed by an Account
Debtor which is obligated to the Borrower or the Designated Subsidiaries
respecting Accounts the aggregate unpaid balance of which exceeds fifteen
percent (15%) of the aggregate unpaid balance of all Accounts owed to the
Borrowers and the Designated Subsidiaries at such time by all of the Account
Debtors, but only to the extent of such excess;

(t)     which is not
subject to a first priority and perfected security interest in favor of the
Collateral Agent for the benefit of the Lenders;

(u)     which arises out of
financing, insurance and other similar charges; or

(v)     which arises out of
the sale of chassis that are not attached to wrecker bodies unless the
applicable Borrower has paid for the chassis in full.

If any Account at any
time ceases to be an Eligible Account, then such Account shall promptly be
excluded from the calculation of Eligible Accounts.

"Eligible
Assignee" means (a) a commercial bank, commercial finance company or
other asset based lender, having total assets in excess of $1,000,000,000; (b)
any Lender listed on the signature page of this Agreement; (c) any Affiliate of
any Lender; and (d) if an Event of Default has occurred and is continuing, any
Person reasonably acceptable to the Collateral Agent.

"Eligible
Designated Subsidiary Inventory" means Inventory, valued at the lower
of cost (on a first-in, first-out basis) or market, which the Collateral Agent
in good faith determines to be Eligible Inventory. Without limiting the
discretion of the Collateral Agent to establish other criteria of ineligibility,
Eligible Inventory shall not include any Inventory:

(a)     that is not owned
by a Designated Subsidiary;

(b)     that is not subject
to a first priority and perfected security interest in favor of Miller Towing
pursuant to the Intercompany Security Documents that has been collaterally
assigned on a first priority basis to the Collateral Agent pursuant to the
Intercompany Security Documents Assignment, all in form and substance
satisfactory to the Collateral Agent, which collateral assignment shall not be
subject to any other Lien whatsoever (other than the Liens described in clauses
(d), (f) and (g) of the definition of Permitted Liens,
provided that such Permitted Liens (i) are junior in priority to the Agent’s
Liens or subject to Reserves and (ii) do not impair directly or indirectly the
ability of the Collateral Agent to realize on or obtain the full benefit of the
Collateral);

 

 

A11



 

 

(c)     that does not
consist of finished goods or raw materials;

(d)     that consists of
work-in-process, chemicals, samples, prototypes, supplies, or packing and
shipping materials;

(e)     that is not in good
condition, is unmerchantable, or does not meet all standards imposed by any
Governmental Authority having regulatory authority over such goods, their use or
sale;

(f)     that is not
currently either usable or salable, at prices approximating at least cost, in
the normal course of the Designated Subsidiaries’ business, or that is slow
moving or stale;

(g)     that is obsolete or
returned or repossessed or used goods taken in trade;

(h)     that is located
outside the United States of America or Canada (or that is in-transit from
vendors or suppliers);

(i)     that is located in
a public warehouse or in possession of a bailee or in a facility leased by a
Designated Subsidiary, if the warehouseman, the bailee, or the lessor has not
delivered to the Collateral Agent, if requested by the Collateral Agent, a
subordination agreement in form and substance satisfactory to the Collateral
Agent or if a Reserve for rents or storage charges has not been established for
Inventory at that location;

(j)     that contains or
bears any Proprietary Rights licensed to a Designated Subsidiary by any Person,
if the Collateral Agent is not satisfied that it may sell or otherwise dispose
of such Inventory in accordance with the terms of the Security Agreement and Section 9.2
without infringing the rights of the licensor of such Proprietary Rights or
violating any contract with such licensor (and without payment of any royalties
other than any royalties due with respect to the sale or disposition of such
Inventory pursuant to the existing license agreement), and, as to which the
applicable Designated Subsidiary has not delivered to the Collateral Agent a
consent or sublicense agreement from such licensor in form and substance
acceptable to the Collateral Agent if requested;

(k)     that consists of
chassis that are not attached to wrecker bodies, unless the Designated
Subsidiaries have paid for the chassis in full;

(l)     that is not
reflected in the details of a current inventory report; or

(m)     that is Inventory
placed on consignment.

If any Inventory at any
time ceases to be Eligible Designated Subsidiary Inventory, such Inventory shall
promptly be excluded from the calculation of Eligible Designated Subsidiary
Inventory.

"Eligible Fleet
Vehicles" means Fleet Vehicles used by the RoadOne Borrowers that are
subject to the Agent’s Liens (which shall be a first priority Lien) and that
are determined by the

 

 

A-12



 

 

 Collateral Agent in good faith to be eligible. Without
limiting the discretion of the Collateral Agent to establish other criteria of
ineligibility, Eligible Fleet Vehicles shall not include any Fleet Vehicle:

(a)     that is not owned
by a RoadOne Borrower;

(b)     that is not subject
to the Agent’s Liens, which are perfected as to such Fleet Vehicle, or that
are subject to any other Lien whatsoever (other than the Liens described in clauses
(d), (f) and (g) of the definition of Permitted Liens,
provided that such Permitted Liens (i) are junior in priority to the Agent’s
Liens or subject to Reserves and (ii) do not impair directly or indirectly the
ability of the Collateral Agent to realize on or obtain the full benefit of the
Collateral);

(c)     for which the
Collateral Agent (or the Custodial Administrator in accordance with the terms of
the Custodial Administration Agreement) has not received the original
certificate of title with respect thereto, properly noting the Agent’s Lien
thereon;

(d)     that is not in good
condition, is unmerchantable, or does not meet all standards imposed by any
Governmental Authority having regulatory authority over such goods, their use or
sale; or

(e)     that is located
outside the United States of America or Canada.

"Eligible
Independent Distributor Inventory" means new wreckers, carriers and
chassis that have been sold by the Borrowers to Independent Distributors that
are determined by the Collateral Agent in good faith to be eligible and with
respect to which (a) the Borrowers have a first priority perfected security
interest in such inventory as security for the payment of the purchase price
therefor, pursuant to security agreements, UCC financing statements and other
legal documentation acceptable to the Collateral Agent, subject to no other
Liens, (b) the Collateral Agent shall have received the originals of all
Instruments, Chattel Paper and other agreements relating to such inventory and
payment obligation, duly endorsed or assigned to the Collateral Agent, together
with such UCC assignments as the Collateral Agent may request, (c) the
Collateral Agent has received such satisfactory lien searches and other
documents as it may request, and (d) all other matters are satisfactory to the
Collateral Agent in good faith.

"Eligible
Intercompany Accounts" means the Accounts arising in the ordinary
course of business from the sale of goods or the delivery of services by any
Designated Subsidiary which the Collateral Agent in good faith determines to be
Eligible Intercompany Accounts. Without limiting the discretion of the
Collateral Agent to establish other criteria of ineligibility, Eligible
Intercompany Accounts shall not include any Account:

(a)     with respect to
which more than ninety (90) days have elapsed since the date of the original
invoice therefor or which is more than sixty (60) days past due;

(b)     with respect to
which any of the representations, warranties, covenants, and agreements
contained in the Security Agreement are incorrect or have been breached;

 

A-13



 

 

(c)     with respect to
which Account (or any other Account due from such Account Debtor), in whole or
in part, a check, promissory note, draft, trade acceptance or other instrument
for the payment of money has been received, presented for payment and returned
uncollected for any reason;

(d)     which represents a
progress billing (as hereinafter defined) or as to which any Designated
Subsidiary has extended the time for payment without the consent of the
Collateral Agent; for the purposes hereof, "progress billing" means
any invoice for goods sold or leased or services rendered under a contract or
agreement pursuant to which the Account Debtor’s obligation to pay such
invoice is conditioned upon a Designated Subsidiary’s completion of any
further performance under the contract or agreement;

(e)     with respect to
which any one or more of the following events has occurred to the Account Debtor
on such Account: death or judicial declaration of incompetency of an Account
Debtor who is an individual; the filing by or against the Account Debtor of a
request or petition for liquidation, reorganization, arrangement, adjustment of
debts, adjudication as a bankrupt, winding-up, or other relief under the
bankruptcy, insolvency, or similar laws of the United States, any state or
territory thereof, or any foreign jurisdiction, now or hereafter in effect; the
making of any general assignment by the Account Debtor for the benefit of
creditors; the appointment of a receiver or trustee for the Account Debtor or
for any of the assets of the Account Debtor, including, without limitation, the
appointment of or taking possession by a "custodian," as defined in
the Federal Bankruptcy Code; the institution by or against the Account Debtor of
any other type of insolvency proceeding (under the bankruptcy laws of the United
States or otherwise) or of any formal or informal proceeding for the dissolution
or liquidation of, settlement of claims against, or winding up of affairs of,
the Account Debtor; the sale, assignment or transfer of all or any material part
of the assets of the Account Debtor; the nonpayment generally by the Account
Debtor of its debts as they become due; or the cessation of the business of the
Account Debtor as a going concern;

(f)     if fifty percent
(50%) or more of the aggregate Dollar amount of outstanding Accounts owed at
such time by the Account Debtor thereon is classified as ineligible under clause
(a) above;

(g)     owed by an Account
Debtor which: (i) does not maintain its chief executive office in the United
States of America or Canada (other than the Province of Newfoundland); or (ii)
is not organized under the laws of the United States of America or Canada or any
state or province thereof; or (iii) is the government of any foreign country or
sovereign state, or of any state, province, municipality, or other political
subdivision thereof, or of any department, agency, public corporation, or other
instrumentality thereof; except to the extent that such Account is secured or
payable by a letter of credit satisfactory to the Collateral Agent in its
discretion;

(h)     owed by an Account
Debtor which is an Affiliate or employee of any Designated Subsidiary;

(i)     except as provided
in clause (k) below, with respect to which either the perfection,
enforceability, or validity of the Agent’s Liens in such Account, or the
Collateral

 

A-14



 

 

 Agent’s right or ability to obtain direct payment to the Collateral
Agent of the proceeds of such Account, is governed by any federal, state, or
local statutory requirements other than those of the Personal Property Security
Act of British Columbia or Ontario;

(j)     owed by an Account
Debtor to which a Designated Subsidiary or any of its Subsidiaries is indebted
in any way, or which is subject to any right of setoff or recoupment by the
Account Debtor, unless the Account Debtor has entered into an agreement
acceptable to the Collateral Agent to waive setoff rights; or if the Account
Debtor thereon has disputed liability or made any claim with respect to any
other Account due from such Account Debtor; but in each such case only to the
extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k)     owed by any
federal, state, municipality, or other political subdivision of the United
States of America or Canada, or any department, agency, public corporation, or
other instrumentality thereof and as to which the Collateral Agent determines
that its Lien therein is not or cannot be perfected;

(l)     which represents a
sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval,
consignment, or other repurchase or return basis;

(m)     which is evidenced
by a promissory note or other instrument or by chattel paper;

(n)     if the Collateral
Agent believes, in the exercise of its reasonable judgment, that the prospect of
collection of such Account is impaired or that the Account may not be paid by
reason of the Account Debtor’s financial inability to pay;

(o)     with respect to
which the Account Debtor is located in any jurisdiction requiring the filing of
a Notice of Business Activities Report or similar report in order to permit the
applicable Designated Subsidiary to seek judicial enforcement in such
jurisdiction of payment of such Account, unless such Designated Subsidiary has
qualified to do business in such jurisdiction or has filed a Notice of Business
Activities Report or equivalent report for the then current year;

(p)     which arises out of
a sale not made in the ordinary course of the applicable Designated Subsidiary’s
business;

(q)     with respect to
which the goods giving rise to such Account have not been shipped and delivered
to and accepted by the Account Debtor or the services giving rise to such
Account have not been performed by the applicable Designated Subsidiary, and, if
applicable, accepted by the Account Debtor, or the Account Debtor revokes its
acceptance of such goods or services;

(r)     owed by an Account
Debtor which is obligated to the Designated Subsidiary or the Borrowers
respecting Accounts the aggregate unpaid balance of which exceeds fifteen
percent (15%) of the aggregate unpaid balance of all Accounts owed to the
Designated Subsidiaries and the Borrowers at such time by all of the Account
Debtors, but only to the extent of such excess;

 

A-15



 

 

(s)     which is not
subject to a first priority and perfected security interest in favor of Miller
Towing pursuant to the Intercompany Security Documents that has been
collaterally assigned on a first priority basis to the Collateral Agent pursuant
to the Intercompany Security Documents Assignment, all in form and substance
satisfactory to the Collateral Agent;

(t)     which arises out of
financing, insurance and other similar charges; or

(u)     which arises out of
the sale of chassis that are not attached to wrecker bodies unless the
applicable Designated Subsidiary has paid for the chassis in full.

If any Account at any
time ceases to be an Eligible Intercompany Account, then such Account shall
promptly be excluded from the calculation of Eligible Intercompany Accounts.

"Eligible
Inventory" means Inventory, valued at the lower of cost (on a first-in,
first-out basis) or market, which the Collateral Agent in good faith determines
to be Eligible Inventory. Without limiting the discretion of the Collateral
Agent to establish other criteria of ineligibility, Eligible Inventory shall not
include any Inventory:

(a)     that is not owned
by a Borrower;

(b)     that is not subject
to the Agent’s Liens, which are perfected as to such Inventory, or that are
subject to any other Lien whatsoever (other than Permitted Liens described on Schedule
7.18 and the Liens described in clauses (d), (f) and (g)
of the definition of Permitted Liens, provided that all such Permitted Liens (i)
are junior in priority to the Agent’s Liens or subject to Reserves and (ii) do
not impair directly or indirectly the ability of the Collateral Agent to realize
on or obtain the full benefit of the Collateral);

(c)     that does not
consist of finished goods or raw materials;

(d)     that consists of
work-in-process, chemicals, samples, prototypes, supplies, or packing and
shipping materials;

(e)     that is not in good
condition, is unmerchantable, or does not meet all standards imposed by any
Governmental Authority having regulatory authority over such goods, their use or
sale;

(f)     that is not
currently either usable or salable, at prices approximating at least cost, in
the normal course of the Borrowers’ business, or that is slow moving or stale;

(g)     that is obsolete or
returned or repossessed or used goods taken in trade;

(h)     that is located
outside the United States of America or Canada (or that is in-transit from
vendors or suppliers);

(i)     that is located in
a public warehouse or in possession of a bailee or in a facility leased by a
Borrower, if the warehouseman, the bailee, or the lessor has not delivered to
the Collateral Agent, if requested by the Collateral Agent, a subordination
agreement in form and

 

A-16



 

 

 substance satisfactory to the Collateral Agent or if a
Reserve for rents or storage charges has not been established for Inventory at
that location;

(j)     that contains or
bears any Proprietary Rights licensed to a Borrower by any Person, if the
Collateral Agent is not satisfied that it may sell or otherwise dispose of such
Inventory in accordance with the terms of the Security Agreement and Section 9.2
without infringing the rights of the licensor of such Proprietary Rights or
violating any contract with such licensor (and without payment of any royalties
other than any royalties due with respect to the sale or disposition of such
Inventory pursuant to the existing license agreement), and, as to which the
applicable Borrower has not delivered to the Collateral Agent a consent or
sublicense agreement from such licensor in form and substance acceptable to the
Collateral Agent if requested;

(k)     that consists of
chassis that are not attached to wrecker bodies, unless the Borrowers have paid
for the chassis in full;

(l)     that is not
reflected in the details of a current inventory report; or

(m)     that is Inventory
placed on consignment.

If any Inventory at any
time ceases to be Eligible Inventory, such Inventory shall promptly be excluded
from the calculation of Eligible Inventory.

"Eligible Miller
Accounts" means Eligible Accounts owned by a Miller Borrower and
arising out of the Miller Borrowers’ manufacturing and distribution business.

"Eligible RoadOne
Accounts" means Eligible Accounts owned by a RoadOne Borrower and
arising out of the RoadOne Borrowers’ RoadOne business.

"Eligible Secured
Accounts" means Accounts arising in the ordinary course of the
Borrowers’ non-RoadOne business from the sale of goods that do not constitute
Eligible Accounts solely as a result of such Accounts failure to comply with clause
(a) or (f) of the definition of Eligible Accounts, provided that (a)
such Accounts are determined by the Collateral Agent in good faith to otherwise
be eligible, (b) such Accounts are outstanding for no more than three hundred
sixty (360) days after the original invoice date therefor, and (c) such Accounts
arise out of the sale of, and are secured by a first priority perfected security
interest in, Eligible Independent Distributor Inventory.

"Environmental
Claims" means all claims, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for
violation of any Environmental Law, for a Release of any Contaminant or for any
injury to the environment.

"Environmental Compliance Reserve"
means any reserve which the Collateral Agent establishes in its reasonable
discretion after prior written notice to the Borrowers’ Agent from time to
time for amounts that are reasonably likely to be expended by the Borrowers in
order for the Borrowers and their operations and property (a) to comply with any
notice from a Governmental Authority asserting material non-compliance with
Environmental Laws, or (b) to correct any material non-compliance with
Environmental Laws identified in a report delivered to

 

A-17



 

 

 the Collateral Agent and
the Lenders prior to the Closing Date or pursuant to Section 7.7.
The initial Environmental Compliance Reserve shall be $100,000.

"Environmental
Laws" means all applicable federal, state or local laws, rules,
regulations, ordinances and codes, together with all administrative orders,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, now or hereafter in effect relating to pollution or protection of the
environment (including, without limitation, ambient air, surface water, ground
water, land and natural resources), health, safety and land use matters,
including laws relating to emissions, discharges, Releases or threatened
Releases of pollutants, Contaminants, chemicals or industrial, toxic or
hazardous substances or wastes into the environment or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
removal, transport or handling of pollutants, Contaminants, chemicals or
industrial, toxic or hazardous substances or wastes.

"Environmental Lien"
means a Lien in favor of any Governmental Authority for (a) any liability
under Environmental Laws, or (b) damages arising from, or costs incurred by
such Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

"Equipment"
means, as to any Borrower, all of such Borrower’s now owned and hereafter
acquired machinery, equipment, furniture, furnishings, fixtures, and other
tangible personal property (except Inventory), including embedded software,
motor vehicles with respect to which a certificate of title has been issued, tow
trucks, wreckers and other Fleet Vehicles, aircraft, dies, tools, jigs, molds
and office equipment, as well as all of such types of property leased by such
Borrower and all of such Borrower’s rights and interests with respect thereto
under such leases (including, without limitation, options to purchase); together
with all present and future additions and accessions thereto, replacements
therefor, component and auxiliary parts and supplies used or to be used in
connection therewith, and all substitutes for any of the foregoing, and all
manuals, drawings, instructions, warranties and rights with respect thereto;
wherever any of the foregoing is located.

"ERISA"
means the Employee Retirement Income Security Act of 1974, and regulations
promulgated thereunder.

"ERISA
Affiliate" means any trade or business (whether or not incorporated)
under common control with any Borrower within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

"ERISA Event"
means (a) a Reportable Event with respect to a Pension Plan, (b) a
withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which
is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a
complete or partial withdrawal by any Borrower or any ERISA Affiliate from a
Multi-employer Plan or notification that a Multi-employer Plan is in
reorganization, (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment

 

A-18



 

 

 as a termination under Section 4041 or 4041A of
ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multi-employer Plan, (e) the occurrence of an event or condition which
might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multi-employer Plan, or (f) the imposition of any liability
under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.

"Event of Default"
has the meaning specified in Section 9.1.

"Excess
Availability" means, at any time (a) the Borrowing Base, minus
(b) Reserves other than Reserves deducted in the calculation of the Borrowing
Base, minus (c) the Aggregate Revolver Outstandings.

"Exchange Act"
means the Securities Exchange Act of 1934, and regulations promulgated
thereunder.

"Existing
Certificates of Title" means each certificate of title or other
comparable instrument with respect to wreckers, vehicles and other Collateral
owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’
Agent (or Bank of America) as the lienholder thereon.

"Existing
Letter of Credit" means letter of credit number 3033044, in the face
amount of $150,000, issued by Bank of America on behalf of Parent in favor of
Gelco Corporation dba GE Capital Fleet Services.

"Existing
Titled Collateral" means all wreckers, vehicles and other Collateral
for which an Existing Certificate of Title has been issued as of the Closing
Date.

"Existing
Titled Collateral Agent" means Bank of America, solely in its capacity
as agent for the Lenders with respect to the Existing Titled Collateral and the
Existing Certificates of Title.

"FDIC"
means the Federal Deposit Insurance Corporation, and any Governmental Authority
succeeding to any of its principal functions.

"Federal Funds
Rate" means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Collateral Agent.

 

A-19



 

 

"Federal
Reserve Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

"Fee Letter"
means that certain fee letter, dated May 17, 2001, among Parent, Bank of America
and CIT.

"Financial
Statements" means, according to the context in which it is used, the
financial statements referred to in Sections 5.2 and 6.6 or
any other financial statements required to be given to the Lenders pursuant to
this Agreement.

"Fiscal Year"
means the Consolidated Parties’ fiscal year for financial accounting purposes.
The current Fiscal Year of the Consolidated Parties will end on April 30, 2002.

"Fixed Assets"
means the Equipment (other than Fleet Vehicles) and Real Estate of the
Borrowers.

"Fixed Charge
Coverage Ratio" means, with respect to any fiscal period of
Consolidated Parties, the ratio of EBITDA to Fixed Charges.

"Fixed Charges"
means, with respect to any fiscal period of the Consolidated Parties on a
consolidated basis, without duplication, Interest Expense, Capital Expenditures
(excluding Capital Expenditures funded with Debt other than Revolving Loans, but
including, without duplication, principal payments with respect to such Debt),
scheduled principal payments of Debt, and Federal, state, local and foreign
income taxes, excluding deferred taxes; provided, in the case of principal
payments under the Junior Credit Agreement, only principal amounts actually paid
to the Junior Creditors in accordance with Section 2.1 of the Junior Credit
Agreement shall be included as "scheduled principal payments of Debt"
in calculating the amount of Fixed Charges for any fiscal period.

"Fleet Vehicle
Availability" means, as of any date of determination, an amount
determined by making the calculation set forth in clause(b)(ii) of the
definition of RoadOne Borrowing Base less Reserves relating thereto.

"Fleet Vehicles"
means all wreckers and other vehicles owned and used by the RoadOne Borrowers in
their RoadOne business.

"Foreign
Subsidiary" means any direct or indirect Subsidiary of Parent which is
organized under the laws of a jurisdiction other than a state of the Untied
States of America.

"Funding Date"
means the date on which a Borrowing occurs.

"GAAP"
means generally accepted accounting principles and practices set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the Closing Date.

 

A-20



 

 

"General
Intangibles" means, as to any Borrower, all of such Borrower’s now
owned or hereafter acquired general intangibles, choses in action and causes of
action and all other intangible personal property of such Borrower of every kind
and nature (other than Accounts), including, without limitation, all contract
rights, payment intangibles, Proprietary Rights, corporate or other business
records, inventions, designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade secrets, goodwill,
copyrights, computer software, customer lists, registrations, licenses,
franchises, tax refund claims, any funds which may become due to such Borrower
in connection with the termination of any Plan or other employee benefit plan or
any rights thereto and any other amounts payable to such Borrower from any Plan
or other employee benefit plan, rights and claims against carriers and shippers,
rights to indemnification, business interruption insurance and proceeds thereof,
property, casualty or any similar type of insurance and any proceeds thereof,
proceeds of insurance covering the lives of key employees on which such Borrower
is beneficiary, rights to receive dividends, distributions, cash, Instruments
and other property in respect of or in exchange for pledged equity interests or
Investment Property, and any letter of credit, guarantee, claim, security
interest or other security held by or granted to such Borrower.

"Governmental
Authority" means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

"Guaranty"
means, with respect to any Person, all obligations of such Person which in any
manner directly or indirectly guarantee or assure, or in effect guarantee or
assure, the payment or performance of any indebtedness, dividend or other
obligations of any other Person (the "guaranteed obligations"), or
assure or in effect assure the holder of the guaranteed obligations against loss
in respect thereof, including any such obligations incurred through an
agreement, contingent or otherwise: (a) to purchase the guaranteed obligations
or any property constituting security therefor; (b) to advance or supply funds
for the purchase or payment of the guaranteed obligations or to maintain a
working capital or other balance sheet condition; or (c) to lease property or to
purchase any debt or equity securities or other property or services.

"Hedge
Agreement" means any and all transactions, agreements or documents now
existing or hereafter entered into, which provides for an interest rate, credit,
commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any
combination of, or option with respect to, these or similar transactions, for
the purpose of hedging the Borrowers’ exposure to fluctuations in interest or
exchange rates, loan, credit exchange, security or currency valuations or
commodity prices.

"Independent
Distributors" means distributors of the Borrowers that are not
Subsidiaries of Parent.

"Instruments"
means all instruments as such term is defined in the UCC, now owned or hereafter
acquired by any Borrower.

 

A-21



 

 

"Intercompany
Accounts" means Accounts of Miller Towing with respect to which a
Designated Subsidiary is the Account Debtor.

"Intercompany
Availability" means the lesser of:

(a)     $4,000,000;

(b)     the Dollar amount
of the then outstanding Intercompany Account owing by the Designated
Subsidiaries to Miller Towing with respect to purchases of Inventory; and

(c)     the sum of:




  


    (i)     up to 80% of
    the Net Amount of Eligible Intercompany Accounts;

    (ii)     up to 55% of
    the net amount (calculated at the lower of fair market value and cost, on a
    first-in, first-out basis) of Eligible Designated Subsidiary Inventory
    consisting of raw materials; plus

    
    (iii)     up to the
    lesser of (A) 75% of the net amount (calculated at the lower of fair market
    value and cost, on a first-in, first-out basis) of Eligible Designated
    Subsidiary Inventory consisting of finished goods, and (B) up to 75% of the
    Net Orderly Liquidation Value of Eligible Designated Subsidiary Inventory
    consisting of finished goods (which shall be determined between Appraisal
    dates by reference to the ratio of the Net Orderly Liquidation Value of
    Eligible Designated Subsidiary Inventory consisting of finished goods as set
    forth in the most recent quarterly Appraisal to the book value of Eligible
    Designated Subsidiary Inventory consisting of finished goods as of the
    effective date of such Appraisal).



  





"Intercompany
Inventory Availability" means, as of any date of determination, an
amount determined by making the calculation set forth in clauses (c)(ii)
and (iii) of the definition of Intercompany Availability, or, if less,
the amount of Intercompany Availability, in each case, less Reserves relating
thereto.

"Intercompany
Security Documents" means each security agreement, pledge agreement,
financing statement and other agreement, document and instrument, in each case
executed by a Designated Subsidiary in favor of Miller Towing, securing the
repayment of any Intercompany Account, such documents to be (a) in form and
substance acceptable to the Agents and (b) collaterally assigned to the
Collateral Agent pursuant to the Intercompany Security Documents Assignment.

"Intercompany
Security Documents Assignment" means the Collateral Assignment executed
by Miller Towing in favor of the Collateral Agent, for the benefit of the
Agents, the Lenders and the Letter of Credit Issuer, in form and substance
acceptable to the Agents.

 

A-22



 

 

"Interest
Expense" means interest on Debt required or scheduled to be paid during
the period for which computation is being made (including the interest component
of all Capital Leases and synthetic leases), excluding the amortization of fees
and costs incurred with respect to the closing of loans.

"Interest

Period" means, as to any LIBOR Rate Loan, the period commencing on the
Funding Date of such Loan or on the Continuation/Conversion Date on which the
Loan is converted into or continued as a LIBOR Rate Loan, and ending on the date
one, two, three or six months thereafter as selected by a Borrower in its Notice
of Borrowing, in the form attached hereto as Exhibit B, or Notice of
Continuation/Conversion, in the form attached hereto as Exhibit D,
provided that:






    (a)     if any Interest
    Period would otherwise end on a day that is not a Business Day, that
    Interest Period shall be extended to the following Business Day unless the
    result of such extension would be to carry such Interest Period into another
    calendar month, in which event such Interest Period shall end on the
    preceding Business Day;

    (b)     any Interest
    Period pertaining to a LIBOR Rate Loan that begins on the last Business Day
    of a calendar month (or on a day for which there is no numerically
    corresponding day in the calendar month at the end of such Interest Period)
    shall end on the last Business Day of the calendar month at the end of such
    Interest Period; and

    (c)     no Interest
    Period shall extend beyond the Stated Termination Date.







"Interest Rate"
means each or any of the interest rates, including the Default Rate, set forth
in Section 2.1.

"Inventory"
means, as to any Borrower (or any Designated Subsidiary), all of such Borrower’s
or Designated Subsidiary’s now owned and hereafter acquired inventory, goods
and merchandise, wherever located, to be furnished under any contract of service
or held for sale or lease, all returned goods, raw materials, work-in-process,
finished goods (including embedded software), other materials and supplies of
any kind, nature or description which are used or consumed in such Borrower’s
or Designated Subsidiary’s business or used in connection with the packing,
shipping, advertising, selling or finishing of such goods, merchandise, and all
documents of title or other Documents representing them.

"Inventory
Availability" means, as of any date of determination, an amount
determined by making the calculation set forth in clause(c)(ii) of the
definition of Miller Borrowing Base less Reserves relating thereto.

"Investment
Property" means, as to any Borrower, all of such Borrower’s right
title and interest in and to any and all: (a) securities whether certificated or
uncertificated; (b) securities entitlements; (c) securities accounts; (d)
commodity contracts; or (e) commodity accounts.

"IRS"
means the Internal Revenue Service and any Governmental Authority succeeding to
any of its principal functions under the Code.

 

A-23



 

 

"Junior Credit
Agreement" means that certain Amended and Restated Credit Agreement,
dated as of the date of the Agreement, among Parent and Miller Industries Towing
Equipment, Inc., as borrowers, the domestic Subsidiaries of Parent, as
guarantors, the Junior Creditors, and the Junior Creditors’ Agent.

"Junior
Creditors" means Bank of America, Wachovia Bank, N.A., SunTrust Bank,
N.A. and AmSouth Bank, together with their successors and assigns.

"Junior
Creditors’ Agent" means Bank of America, in its capacity as agent for
the Junior Creditors pursuant to the Junior Credit Agreement.

"Latest
Projections" means: (a) on the Closing Date and thereafter until the
Collateral Agent receives new projections pursuant to Section 5.2(e),
the projections of the Consolidated Parties’ financial condition, results of
operations, and cash flows, for the period commencing on May 1, 2001 and
ending on April 30, 2004, and delivered to the Agents prior to the Closing Date;
and (b) thereafter, the projections most recently received by the Collateral
Agent pursuant to Section 5.2(f).

"Lender"
and "Lenders" have the meanings specified in the introductory
paragraph hereof and shall include the Collateral Agent to the extent of any
Agent Advance outstanding and CIT to the extent of any Non-Ratable Loan
outstanding; provided that no such Agent Advance or Non-Ratable Loan
shall be taken into account in determining any Lender’s Pro Rata Share.

"Letter of Credit"
has the meaning specified in Section 1.4(a).

"Letter of
Credit Fee" has the meaning specified in Section 2.6.

"Letter of
Credit Issuer" means Bank of America or any Affiliate of Bank of
America that issues any Letter of Credit pursuant to this Agreement.

"Letter of
Credit Subfacility" means $10,000,000.

"Liabilities"
means all Debt, obligations and liabilities of any Borrower, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, joint
or several, now or hereafter existing, or due or to become due.

"LIBOR Interest
Payment Date" means, with respect to a LIBOR Loan, the Termination
Date, the first day of each calendar month while such LIBOR Loan is outstanding,
and the last day of each Interest Period applicable to such Loan.

"LIBOR Rate"
means, for any Interest Period, with respect to LIBOR Rate Loans, the rate of
interest per annum determined pursuant to the following formula:























                                            LIBOR
                                            Rate =              
                                            Offshore Base Rate   
                                                    

                                            














                
                                                                              1.00 -
                Eurodollar Reserve Percentage















Where,



     

A-24



 



     


  


    "Offshore
    Base Rate" means a variable rate of interest equal to, at the
    Collateral Agent’s election (a) the applicable London Interbank Offered
    Rate for deposits in Dollars quoted to the Collateral Agent by The Chase
    Manhattan Bank (or any successor thereof), or (b) the rate of interest
    determined by the Collateral Agent at which deposits in Dollars are offered
    for the relevant Interest Period based on information presented on Telerate
    Systems at Page 3750 as of 11:00 A.M. (London time) on the day which is two
    (2) Business Days prior to the first day of such Interest Period, provided
    that, if at least two such offered rates appear on the Telerate
    System at Page 3750 in respect of such Interest Period, the arithmetic mean
    of all such rates (as determined by the Collateral Agent) will be the rate
    used;

    "Eurodollar
    Reserve Percentage" means, for any day during any Interest Period,
    the reserve percentage (expressed as a decimal, rounded upward to the next
    1/100th of 1%) in effect on such day applicable to member banks
    under regulations issued from time to time by the Federal Reserve Board for
    determining the maximum reserve requirement (including any emergency,
    supplemental or other marginal reserve requirement) with respect to
    Eurocurrency funding (currently referred to as "Eurocurrency
    liabilities"). The Offshore Rate for each outstanding LIBOR Rate Loan
    shall be adjusted automatically as of the effective date of any change in
    the Eurodollar Reserve Percentage.



  





"LIBOR Rate
Loans" means, collectively, the LIBOR Revolving Loans and the LIBOR
Term Loans.

"LIBOR
Revolving Loan" means a Revolving Loan during any period in which it
bears interest based on the LIBOR Rate.

"LIBOR Term
Loan" means any portion of a Term Loan during any period in which such
portion bears interest based on the LIBOR Rate.

"Lien"
means: (a) any interest in property securing an obligation owed to, or a claim
by, a Person other than the owner of the property, whether such interest is
based on the common law, statute, or contract, and including a security
interest, charge, claim, or lien arising from a mortgage, deed of trust,
encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; (b) to the extent not included under clause
(a), any reservation, exception, encroachment, easement, right-of-way,
covenant, condition, restriction, lease or other title exception or encumbrance
affecting property; and (c) any contingent or other agreement to provide any of
the foregoing.

"Loan Account"
means the loan account of the Borrowers, which account shall be maintained by
the Collateral Agent.

"Loan Documents"
means this Agreement, the Patent and Trademark Agreements, the Intercompany
Security Documents Assignment, the Subordination Agreement, the Security
Agreement, the Mortgages, the Pledge Agreement, and any other agreements,
instruments, anddocuments heretofore, now or hereafter evidencing, securing,
guaranteeing or otherwise relating to the Obligations, the Collateral, or any
other aspect of the transactions contemplated by this Agreement.

 

A-25



 

 

 documents heretofore, now or hereafter evidencing, securing,
guaranteeing or otherwise relating to the Obligations, the Collateral, or any
other aspect of the transactions contemplated by this Agreement.

"Loans"
means, collectively, all loans and advances provided for in Article 1.

"Margin Stock"
means "margin stock" as such term is defined in Regulation T, U or X
of the Federal Reserve Board.

"Material
Adverse Effect" means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, condition (financial
or otherwise) or prospects of the Borrowers, taken as a whole, or the
Collateral; (b) a material impairment of the ability of any Borrower or any
Affiliate of a Borrower to perform under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any Borrower of any Loan Document to which it
is a party.

"Maximum Miller
Revolver Amount" means $56,000,000, as adjusted from time to time in
accordance with Section 1.2(j).

"Maximum
Revolver Amount" means $102,000,000.

"Maximum
RoadOne Revolver Amount" means $46,000,000, as adjusted from time to
time in accordance with Section 1.2(j).

"Miller
Availability" means, at any time (a) the lesser of (i) the Maximum
Miller Revolver Amount or (ii) the Miller Borrowing Base, minus (b)
Reserves relating solely to the Miller Borrowers and their assets, other than
Reserves deducted in the calculation of the Miller Borrowing Base.

"Miller
Borrowers" means, collectively, Parent and each of the Subsidiaries of
Parent listed on the signature pages to the Agreement as a "Subsidiary
Miller Borrower".

"Miller
Borrowing Base" means, at any time, an amount equal to:






    (a)     up to 80% of
    the Net Amount of Eligible Miller Accounts, plus

    
    (b)     the lesser
    of (i) $5,000,000 and (ii) the aggregate Net Amount of all Eligible
    Secured Accounts, provided that the Net Amount of each Eligible Secured
    Account will be limited to the lesser of (A) the Net Amount of such
    Eligible Secured Account and (B) 50% of the net amount (calculated at the
    lower of fair market value and cost, on a first-in, first-out basis) of the
    Eligible Independent Distributor Inventory securing such Eligible Secured
    Account, plus

    
    (c)     the lesser
    of:



     

A-26



 

     


    (i) $80,000,000
    minus the amount of the Fleet Vehicle Availability and the Intercompany
    Inventory Availability; and




    (ii) the sum of:




    (A) up to 55% of
    the net amount (calculated at the lower of fair market value and cost, on a
    first-in, first-out basis) of Eligible Inventory consisting of raw
    materials, plus

  

    

    (B) up to the
    lesser of (1) 75% of the net amount (calculated at the lower of fair market
    value and cost, on a first-in, first-out basis) of Eligible Inventory
    consisting of finished goods, and (ii) up to 75% of the Net Orderly
    Liquidation Value of Eligible Inventory consisting of finished goods (which
    shall be determined between Appraisal dates by reference to the ratio of the
    Net Orderly Liquidation Value of Eligible Inventory consisting of finished
    goods as set forth in the most recent quarterly Appraisal to the book value
    of Eligible Inventory consisting of finished goods as of the effective date
    of such Appraisal), plus

  

    

    (d) Intercompany
    Availability; minus

  

    

    (e) such Reserves
    as the Collateral Agent may establish from time to time in good faith.





"Miller Excess
Availability" means, at any time (a) the Miller Borrowing Base, minus
(b) Reserves applicable to the Miller Borrowers, other than Reserves deducted in
the calculation of the Miller Borrowing Base, minus (c) the Aggregate
Miller Revolver Outstandings.

"Miller
Revolving Credit Facility" means the credit facility for Revolving
Loans made available to the Miller Borrowers in accordance with Section 1.2.

"Miller Towing"
means Miller Industries Towing Equipment Inc., a Delaware corporation.

"Mortgages"
means and includes any and all of the mortgages, deeds of trust, deeds to secure
debt, assignments and other instruments executed and delivered by the Borrowers
to or for the benefit of the Collateral Agent by which the Collateral Agent, on
behalf of the Agents, the Letter of Credit Issuer and the Lenders, acquires a
Lien on the owned Real Estate, and all amendments, modifications and supplements
thereto.

"Multi-employer
Plan" means a "multi-employer plan" as defined in Section
4001(a)(3) of ERISA which is or was at any time during the current year or the
immediately preceding six (6) years contributed to by any Borrower or any ERISA
Affiliate.

 

A-27



 

 

"Navistar
Consignment Agreement" means that certain Consignment and Sales
Agreement, dated April 14, 1999, by and among the Navistar International
Transportation Corp., Lee Smith, Inc., and Miller Towing.

"Navistar
Intercreditor Agreement" means that certain Intercreditor Agreement
executed or to be executed by and among the Collateral Agent, the Existing
Titled Collateral Agent, the Junior Creditors’ Agent, and Navistar Financial
Corporation.

"Net Amount of
Eligible Accounts" means, at any time, the gross amount of Eligible
Accounts less (a) sales, excise or similar taxes, and less returns, discounts,
claims, credits and (b) allowances, accrued rebates, offsets, deductions,
counterclaims, disputes and other defenses of any nature at any time issued,
owing, granted, outstanding, available or claimed.

"Net Junior
Creditor Proceeds" means all Net Proceeds received by any RoadOne
Debtor from any RoadOne Disposition, net of (a) all Net Senior Creditor
Proceeds, and (b) all Required Payments.

"Net Orderly
Liquidation Value" means the net orderly liquidation value of the
finished goods Inventory and Fleet Vehicles, as reflected in the most recent
Appraisal received by the Collateral Agent in accordance with Section 7.4(d).

"Net Proceeds"
means, in connection with any Asset Disposition, the gross proceeds from such
Asset Disposition minus Asset Disposition Expenses.

"Net Senior
Creditor Proceeds" means, with respect to any Asset Disposition (a) of
owned Real Estate, the amount advanced by the Lenders on the Closing Date
pursuant to the Term Loan with respect to such parcel of Real Estate, (b) of
Equipment (other than Fleet Vehicles), the amount advanced by the Lenders on the
Closing Date pursuant to the Term Loan with respect to such Equipment, (c) of
Fleet Vehicles, the amount included in the RoadOne Borrowing Base at the time of
such Asset Disposition with respect to such Fleet Vehicles, and (d) of Accounts,
the amount included in the RoadOne Borrowing Base at the time of such Asset
Disposition with respect to such Accounts.

"Non-Ratable
Loan" and "Non-Ratable Loans" have the meanings
specified in Section 1.2(h).

"Notice of
Borrowing" has the meaning specified in Section 1.2(b).

"Notice of
Continuation/Conversion" has the meaning specified in Section 2.2(b).

"Obligations"
means all present and future loans, advances, liabilities, obligations,
covenants, duties, and debts owing by the Borrowers to the Agents, the Letter of
Credit Issuer and/or any Lender, arising under or pursuant to this Agreement or
any of the other Loan Documents, whether or not evidenced by any note or other
instrument, whether arising from an extension of credit, opening of a letter of
credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct
or indirect, absolute or contingent, due or to become due, primary or secondary,
as principal or guarantor, and including all principal, interest, charges,
expenses, fees,

 

A-28



 

 

 attorneys’ fees, filing fees and any other sums chargeable to
the Borrowers hereunder or under any of the other Loan Documents.
"Obligations" includes, without limitation, (a) all debts,
liabilities, and obligations now or hereafter arising from or in connection with
the Letters of Credit and (b) all debts, liabilities and obligations now or
hereafter arising from or in connection with Bank Products.
"Obligations" does not include (i) any Subordinated Debt owing to Bank
of America, or (ii) any liabilities or obligations (including vehicle repurchase
obligations) owing to Bank of America under separate floorplanning arrangements
between Bank of America and one or more of the Borrowers.

"Other Taxes"
means any present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Loan Documents.

"Participant"
means any Person who shall have been granted the right by any Lender to
participate in the financing provided by such Lender under this Agreement, and
who shall have entered into a participation agreement in form and substance
satisfactory to such Lender.

"Patent and Trademark Agreements"
means the Conditional Assignment and Patent Security Agreement and the
Conditional Assignment and Trademark Security Agreement, each dated as of the
date hereof, executed and delivered by the Borrowers to the Collateral Agent to
evidence and perfect the Agent’s Liens in the Borrowers’ present and future
patents, trademarks, and related licenses and rights.

"Payment
Account" means each bank account established pursuant to the Security
Agreement, to which the proceeds of Accounts and other Collateral are deposited
or credited, and which is maintained in the name of the Collateral Agent or a
Borrower, as the Collateral Agent may determine, on terms acceptable to the
Collateral Agent.

"PBGC"
means the Pension Benefit Guaranty Corporation or any Governmental Authority
succeeding to the functions thereof.

"Pending
Revolving Loans" means, at any time, the aggregate principal amount of
all Revolving Loans requested to be made on such date in any Notice of Borrowing
received by the Collateral Agent which have not yet been advanced.

"Pension Plan"
means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV
of ERISA which a Borrower sponsors, maintains, or to which it makes, is making,
or is obligated to make contributions, or in the case of a Multi-employer Plan
has made contributions at any time during the immediately preceding five (5)
plan years.

"Permitted Debt"
has the meaning set forth in Section 7.13.

"Permitted
Intercompany Liens" means Liens granted by the Designated Subsidiaries
to the Miller Borrowers as security for Intercompany Accounts, which Liens will
at all times be senior to the Liens in favor of the Junior Creditors’ Agent.

 

A-29



 

 

"Permitted Liens"
means:

(a)     Liens for taxes not
delinquent or statutory Liens for taxes in an amount not to exceed $250,000
provided that the payment of such taxes which are due and payable is being
contested in good faith and by appropriate proceedings diligently pursued and as
to which adequate financial reserves have been established on the Borrowers’
books and records and a stay of enforcement of any such Lien is in effect;

(b)     the Agent’s
Liens;

(c)     Liens consisting of
deposits made in the ordinary course of business in connection with, or to
secure payment of, obligations under worker’s compensation, unemployment
insurance, social security and other similar laws, or to secure the performance
of bids, tenders or contracts (other than for the repayment of Debt) or to
secure indemnity, performance or other similar bonds for the performance of
bids, tenders or contracts (other than for the repayment of Debt) or to secure
statutory obligations (other than liens arising under ERISA or Environmental
Liens) or surety or appeal bonds, or to secure indemnity, performance or other
similar bonds;

(d)     Liens securing the
claims or demands of materialmen, mechanics, carriers, warehousemen, landlords
and other like Persons, provided that if any such Lien arises from the
nonpayment of such claims or demand when due, such claims or demands do not
exceed $250,000 in the aggregate;

(e)     Liens constituting
encumbrances in the nature of reservations, exceptions, encroachments,
easements, rights of way, covenants running with the land, and other similar
title exceptions or encumbrances affecting any Real Estate; provided that
they do not in the aggregate materially detract from the value of the Real
Estate or materially interfere with its use in the ordinary conduct of the
Borrowers’ business;

(f)     Liens arising from
judgments and attachments in connection with court proceedings provided that the
attachment or enforcement of such Liens would not result in an Event of Default
hereunder and such Liens are being contested in good faith by appropriate
proceedings, adequate reserves have been set aside and no material Property is
subject to a material risk of loss or forfeiture and a stay of execution pending
appeal or proceeding for review is in effect;

(g)     Liens in favor of
the Junior Creditors’ Agent, provided such Liens (other than the Junior
Creditors’ Agent’s Liens in the "Junior Creditors’ Priority
Collateral" described in the Subordination Agreement) are at all times
subordinated to the Agent’s Liens in accordance with the terms of the
Subordination Agreement;

(h)     the Permitted
Intercompany Liens;

(i)     Liens, if any, in
effect as of the Closing Date described in Schedule 7.18 securing
Debt described in Schedule 7.18;

 

A-30



 

 

(j)     Liens securing
Capital Leases and purchase money Debt permitted in Section 7.13(c);

(k)     Liens arising in
connection with inventory repurchase obligations permitted under Section
7.13(i), provided such Liens are limited to the inventory and proceeds
thereof subject to the financing arrangement contemplated by the applicable
Repurchase Agreement;

(l)     Liens arising in
connection with floorplan financings in effect on the date hereof or otherwise
permitted under Section 7.29, provided such Liens are limited to the
inventory and proceeds thereof subject to the applicable Chassis Floorplan
Agreement; and

(m)     Liens arising in
connection with the Navistar Consignment Agreement with respect to the chassis
subject thereto and related collateral, provided that such Liens are subject to
the Navistar Intercreditor Agreement.

"Permitted
Payment" means (a) regularly scheduled payments of principal, interest
(including interest owed to the Junior Creditors for periods from July 1,
2001 through the Closing Date under the existing senior credit facility with the
Borrowers) and fees on the dates, in the amounts and at the interest rate set
forth in the Junior Credit Agreement as in effect on the date hereof, and (b)
principal prepayments in the amount of the Net Junior Creditor Proceeds of any
RoadOne Disposition, such principal prepayments to be payable no earlier than
the fifth (5th) Business Day following the consummation of the
applicable RoadOne Disposition; provided, that, (i) no payment may be made under
clause (a) or (b) above unless, on the date such payment is due
and after giving effect to the making of such payment, no Default or Event of
Default exists, (ii) no principal prepayment under clause (b) may exceed
the amount that would cause Excess Availability, after giving effect to the
making of any such principal prepayment, to be less than the Availability
Requirement, and (iii) with respect to any regularly scheduled principal
payment, (A) no such regularly scheduled principal payment may be made until the
fifth (5th) Business Day following the receipt by the Collateral
Agent and the Lenders of the Initial Financial Statements (as defined below);
thereafter, no such principal payment may be made until the fifth (5th)
Business Day following the receipt by the Collateral Agent and the Lenders of
the latest monthly or quarterly (as applicable) Financial Statements of the
Borrowers then due under Section 5.2(b), and (B) such regularly scheduled
principal payment may not exceed the lesser of (1) the amount that would cause
the Fixed Charge Coverage Ratio, calculated for the Borrowers’ twelve fiscal
month period most recently ended (or, in the case of the first regularly
scheduled principal payment, for the fiscal period from May 1, 2001 through the
end of the below-defined Stub Period and for the twelve (12) month fiscal

A-31



 

 

period
ending as of the end of the Stub Period), to be less than 1.15 to 1 after
giving effect to such payment, (2) the amount that would cause Excess
Availability to be less than the Availability Requirement after giving effect to
such payment, and (3) $875,000 plus the amount of previously scheduled regular
principal payments that were not made as a result of the restrictions set forth
above in clauses (1) and/or (2). As used herein, "Initial
Financial Statements" means Borrowers’ audited Financial Statements
for the fiscal period from May 1, 2001 through December 31, 2001 or January
31, 2002 (the "Stub Period"), as elected by Borrowers (provided that,
if Borrowers have changed their fiscal year end to December 31 or January 31,
the Stub Period shall end as of such fiscal year end), together with Borrowers’
unaudited monthly Financial Statements for each other month in the twelve (12)
month fiscal period ending as of the end of the Stub Period. In the event that
the Borrowers are not permitted to make a principal prepayment of all or part of
the Net Junior Creditor Proceeds from a RoadOne Disposition as a result of clause
(ii) above, the Borrowers shall be permitted to make the unpaid portion of
such prepayment on the date the next regularly scheduled principal payment is
due to the extent that, after making such principal prepayment and the regularly
scheduled principal payment due on such date, Excess Availability is equal to or
greater than the Availability Requirement and the Fixed Charge Coverage Ratio is
equal to or greater than 1.15 to 1 for the fiscal period(s) set forth above
under clause (B).

"Permitted
Refinancing" means any refinancing of all Liabilities under the
Subordinated Debt as long as (a) no Default or Event of Default exists at the
time of such refinancing, and (b) such refinancing is consummated exclusively
from the proceeds of the incurrence or issuance of Permitted Refinancing Debt or
Permitted Refinancing Stock.

"Permitted
Refinancing Debt" means Debt that (a) is subordinated to the
Obligations on terms no less favorable in any respect to the Collateral Agent
and the Required Lenders than the terms set forth in the Subordination Agreement
and otherwise on terms acceptable to the Collateral Agent and the Required
Lenders in their good faith judgment, (b) is not secured by any Lien except for
Liens in the assets of the Borrowers securing the Subordinated Debt, all of
which Liens shall be subordinated to the Agent’s Liens on terms no less
favorable in any respect to the Collateral Agent and the Required Lenders than
the terms set forth in the Subordination Agreement and otherwise on terms
acceptable to the Collateral Agent and the Required Lenders in their good faith
judgment, (c) is in a principal amount of no more than the outstanding principal
balance of the Subordinated Debt at the time of such Permitted Refinancing, plus
all accrued interest and fees thereon, plus such closing fees and expenses with
respect to the new subordinated Debt as may be acceptable to the Collateral
Agent and the Required Lenders in their good faith judgment, and (d) is
otherwise acceptable to the Collateral Agent and the Required Lenders in their
good faith judgment, it being understood that all proceedings, terms, conditions
and provisions applicable to such new subordinated Debt (including the maturity
thereof, the interest rate thereon, all fees payable thereunder, and the
covenants and defaults applicable thereto) must be acceptable to the Collateral
Agent and the Required Lenders in their good faith judgment.

"Permitted
Refinancing Stock" means preferred equity securities issued by Parent
that (a) do not provide for any regularly scheduled or mandatory payments
(whether in the form of cash dividends or redemption payments) prior to the
Stated Termination Date, (b) is not secured by any Lien, (c) is in a principal
amount of no more than the outstanding principal balance of the Subordinated
Debt at the time of such Permitted Refinancing, plus all accrued interest and
fees thereon, plus such closing fees and expenses with respect to the closing of
the equity securities issuance as may be acceptable to the Collateral Agent and
the Required Lenders in their good faith judgment, and (d) is otherwise
acceptable to the Collateral Agent and the Required Lenders in their good faith
judgment, it being understood that all proceedings, terms, conditions and
provisions applicable to such equity securities (including all payment rights
thereunder, all fees payable thereunder, and any covenants and defaults
applicable thereto) must be acceptable to the Collateral Agent and the Required
Lenders in their good faith judgment.

 

A-32



 

 

"Person"
means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, unincorporated organization, association,
corporation, Governmental Authority, or any other entity.

"Plan"
means an employee benefit plan (as defined in Section 3(3) of ERISA) which a
Borrower sponsors or maintains or to which a Borrower makes, is making, or is
obligated to make contributions and includes any Pension Plan.

"Pledge
Agreement" means, collectively, each pledge agreement pursuant to which
a Borrower pledges to the Collateral Agent its interest in the equity interests
of its Subsidiaries.

"Profiles
Company" means Profiles International Inc.

"Profiles
Company Agreement" means the letter agreement dated on or about the
Closing Date between the Collateral Agent and the Profiles Company with respect
to certain matters relating to the Profiles Company’s collection of Accounts
on behalf of the Borrowers.

"Proprietary
Rights" means, as to any Borrower, all of such Borrower’s now owned
and hereafter arising or acquired licenses, franchises, permits, patents, patent
rights, copyrights, works which are the subject matter of copyrights,
trademarks, service marks, trade names, trade styles, patent, trademark and
service mark applications, and all licenses and rights related to any of the
foregoing, including those patents, trademarks, service marks, trade names and
copyrights of such Borrower set forth on Schedule 6.12 hereto, and
all other rights under any of the foregoing, all extensions, renewals, reissues,
divisions, continuations, and continuations-in-part of any of the foregoing, and
all rights to sue for past, present and future infringement of any of the
foregoing.

"Pro Rata Share"
means, with respect to a Lender, a fraction (expressed as a percentage), the
numerator of which is the amount of such Lender’s Commitment and the
denominator of which is the sum of the amounts of all of the Lenders’
Commitments, or if no Commitments are outstanding, a fraction (expressed as a
percentage), the numerator of which is the amount of Obligations owed to such
Lender and the denominator of which is the aggregate amount of the Obligations
owed to the Lenders, in each case giving effect to a Lender’s participation in
Non-Ratable Loans and Agent Advances.

"Real Estate"
means, as to any Borrower, all of such Borrower’s now or hereafter owned or
leased estates in real property, including, without limitation, all fees,
leaseholds and future interests, together with all of such Borrower’s now or
hereafter owned or leased interests in the improvements thereon, the fixtures
attached thereto and the easements appurtenant thereto.

"Release"
means a release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration of a Contaminant into the
indoor or outdoor environment or into or out of any Real Estate or other
property, including the movement of Contaminants through or in the air, soil,
surface water, groundwater or Real Estate or other property.

 

A-33



 

 

"Reportable
Event" means, any of the events set forth in Section 4043(b) of ERISA
or the regulations thereunder, other than any such event for which the 30-day
notice requirement under ERISA has been waived in regulations issued by the PBGC.

"Repurchase
Agreement" means any agreement pursuant to which any Borrower agrees to
(a) purchase or repurchase sold or leased Inventory from any Independent
Distributor or other Person, or (b) otherwise indemnify or make whole any
Independent Distributor or other Person with respect to any loss arising out of
the purchase or financing of Inventory sold or leased by a Borrower.

"Required
Lenders" means at any time Lenders whose Pro Rata Shares aggregate more
than 50%.

"Required
Payments" means, in the case of any RoadOne Borrower subject to an
Asset Disposition, collectively, (a) the aggregate amount of all outstanding
loans and advances made by any Miller Borrower to any RoadOne Borrower on or
after the Closing Date, together with all interest thereon, (b) the aggregate
amount of all payables owing by such RoadOne Borrower to other Borrowers with
respect to the purchase of Inventory or Fleet Vehicles, (c) all outstanding Debt
(other than the Obligations and Subordinated Debt) and other outstanding
Liabilities of such RoadOne Borrower to Persons other than Borrowers, other
than, in the case of any Asset Disposition involving less than all of the assets
of a RoadOne Borrower, (i) Debt and Liabilities specifically relating to assets
of such RoadOne Borrower that are not included in such Asset Disposition, and
(ii) a portion of all other Debt and Liabilities of such RoadOne Borrower
corresponding to the percentage of the assets of such RoadOne Borrower that are
not included in such Asset Disposition in relation to all of the assets of such
RoadOne Borrower, in each case as determined by the Borrowers and Collateral
Agent in good faith, and (d) the payment of the Obligations in accordance with Section
3.8 in an aggregate amount of all Guaranties issued by Parent in accordance
with Section 7.13(h) in connection with such Asset Disposition.

"Requirement of
Law" means, as to any Person, any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or of a Governmental
Authority, in each case applicable to or binding upon the Person or any of its
property or to which the Person or any of its property is subject.

"Reserves"
means reserves that limit the availability of credit hereunder, consisting of
reserves against Availability, Miller Availability, RoadOne Availability,
Eligible Accounts, Eligible Fleet Vehicles, Eligible Independent Distributor
Inventory, Eligible Inventory or Eligible Secured Accounts, established by the
Collateral Agent from time to time in the Collateral Agent’s reasonable credit
judgment. Without limiting the generality of the foregoing, the following
reserves shall be deemed to be a reasonable exercise of Collateral Agent’s
credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued,
unpaid interest on the Obligations, (c) reserves for three (3) months’
rent at leased locations subject to statutory or contractual landlord Liens to
the extent such Liens have not been subordinated to the Obligations on terms
satisfactory to the Collateral Agent, provided that no such reserve shall apply
with respect to leased locations of any RoadOne Borrower until January 1,
2002, (d) Inventory shrinkage, (e) Environmental Compliance Reserves,
(f) customs charges, (g) dilution, (h) warehousemen’s or
bailees’ charges, (i) a reserve for amounts payable by the Borrowers for
chassis with all or a portion of wrecker bodies attached that are included in
Eligible Inventory and Eligible Designated Subsidiary Inventory, to the extent
of all unpaid amounts owing by the Borrowers with respect to such chassis,
and (j) a reserve for Eligible Accounts arising from the sale of chassis
with wrecker bodies attached, to the extent of all unpaid amounts owing by the
Borrowers with respect to such chassis.

 

A-34



 

 

"Responsible
Officer" means the chief executive officer or the president of Parent,
or any other officer having substantially the same authority and responsibility;
or, with respect to compliance with financial covenants and the preparation of
the Borrowing Base Certificate, the chief financial officer or the treasurer of
Parent, or any other officer having substantially the same authority and
responsibility.

"Restricted Investment"
means, as to the Borrowers, any acquisition of property by the Borrowers in
exchange for cash or other property, whether in the form of an acquisition of
stock, debt, or other indebtedness or obligation, or the purchase or acquisition
of any other property, or a loan, advance, capital contribution, or
subscription, except the following: (a) acquisitions of Equipment to be used in
the business of the Borrowers so long as the acquisition costs thereof
constitute Capital Expenditures permitted hereunder; (b) acquisitions of
Inventory in the ordinary course of business of the Borrowers; (c) Accounts
arising and trade credit granted in the ordinary course of business and any
securities received in satisfaction or partial satisfaction thereof in
connection with Accounts of financially troubled Persons to the extent
reasonably necessary in order to prevent or limit loss, provided that the
Borrowers shall comply with all provisions of the Security Agreement with
respect to the perfection of the Agent’s Lien therein; (d) loans, advances and
other investments, including joint ventures, existing as of the date hereof and
set forth in Schedule 6.9 or 7.10; (e) intercompany loans from any
Miller Borrower to another Miller Borrower, and intercompany loans from any
RoadOne Borrower to another RoadOne Borrower; (f) intercompany loans from the
Miller Borrowers to the RoadOne Borrowers made on or after the Closing Date in
an aggregate amount outstanding not to exceed $1,000,000 at any time, provided
that all such intercompany loans shall be paid in full and no longer available
for borrowing on and after the Transition Date; (g) intercompany loans from the
RoadOne Borrowers to the Miller Borrowers made on or after the Closing Date in
an aggregate amount outstanding not to exceed $1,000,000 at any time; (h)
intercompany loans from the Borrowers to Subsidiaries incorporated or organized
under the laws of a jurisdiction other than a state of the United States of
America in an aggregate amount outstanding not to exceed $100,000 at any time; (i)
loans and advances to employees in the ordinary course of business in an
aggregate amount outstanding not to exceed $200,000 at any time; (j) direct
obligations of the United States of America, or any agency thereof, or
obligations guaranteed by the United States of America, provided that
such obligations mature within one year from the date of acquisition thereof;
(k) acquisitions of certificates of deposit maturing within one year from the
date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or
overnight bank deposits, in each case issued by, created by, or with a bank or
trust company organized under the laws of the United States of America or any
state thereof having capital and surplus aggregating at least $100,000,000; (l)
acquisitions of commercial paper given a rating of "A2" or better by
Standard & Poor’s Corporation or "P2" or better by Moody’s
Investors Service, Inc. and maturing not more than ninety (90) days from the
date of creation thereof; and (m) Hedge Agreements.

 

A-35



 

 

"Revolving
Loans" has the meaning specified in Section 1.2 and
includes each Agent Advance and Non-Ratable Loan.


"RoadOne
Availability" means, at
any time (a) the lesser of (i) the Maximum RoadOne Revolver Amount or (ii) the
RoadOne Borrowing Base, minus (b) Reserves relating solely to the RoadOne
Borrowers and their assets, other than Reserves deducted in the calculation of
the RoadOne Borrowing Base.

"RoadOne
Borrowers" means, collectively, each of the Subsidiaries of Parent
listed on the signature pages to the Agreement as a "Subsidiary RoadOne
Borrower".

"RoadOne
Borrowing Base" means, at any time, an amount equal to:




  


    (a)     up to 60% of
    the Net Amount of Eligible RoadOne Accounts, plus

    
    (b)     the lesser
    of:

    (i)     $80,000,000
    minus the amount of the Inventory Availability and the Intercompany
    Inventory Availability; and

    (ii)     up to 80% of
    the Net Orderly Liquidation Value of Eligible Fleet Vehicles (which shall be
    determined between Appraisal dates by reference to the ratio of the Net
    Orderly Liquidation Value of Eligible Fleet Vehicles as set forth in the
    most recent quarterly Appraisal to the book value of Eligible Fleet Vehicles
    as of the effective date of such Appraisal), minus

    
    (c)     such Reserves
    as the Collateral Agent may establish from time to time in good faith.

    

  

     



"RoadOne
Disposition" means any Asset Disposition (other than in connection with
an Event of Default described in Section 9.1(e), (f), (g)
or (h)) that is permitted under and consummated in accordance with Section
7.9(g).

"RoadOne Excess
Availability" means, at any time (a) the RoadOne Borrowing Base, minus
(b) Reserves applicable to the RoadOne Borrowers, other than Reserves deducted
in the calculation of the RoadOne Borrowing Base, minus (c) the Aggregate
RoadOne Revolver Outstandings.

"RoadOne
Revolving Credit Facility" means the credit facility for Revolving
Loans made available to the RoadOne Borrowers in accordance with Section 1.2.

"Security
Agreement" means the Security Agreement of even date herewith among the
Borrowers and the Collateral Agent for the benefit of the Collateral Agent, the
Letter of Credit Issuer and the Lenders.

 

  A-36

  

 

 

"Settlement"
and "Settlement Date" have the meanings specified in Section 12.15(a)(ii).

"Solvent"
means, when used with respect to any Borrower, that at the time of
determination:



  


    (a)     the
    assets of
    such Borrower, at a fair valuation, are in excess of the total amount of its
    debts (including contingent liabilities); and

    (b)     the present
    fair saleable value of its assets is greater than its probable liability on
    its existing debts as such debts become absolute and matured; and

    (c)     it is then able
    and expects to be able to pay its debts (including contingent debts and
    other commitments) as they mature; and

    (d)     it has capital
    sufficient to carry on its business as conducted and as proposed to be
    conducted.



  



For purposes of
determining whether a Borrower is Solvent, (i) the amount of any contingent
liability shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability, and (ii) the provisions of
Section 3.15 shall be taken into account.

"Stated
Termination Date" means July 23, 2005.

"Subordinated
Debt" means all Liabilities owing by any Borrower to any of the Junior
Creditors or the Junior Creditors’ Agent from time to time pursuant to the
Junior Credit Agreement and the other documents, agreements and instruments
executed in connection therewith (including, without limitation, all principal,
interest, fees, Liabilities relating to or arising out of any warrants or other
any equity interests in any Borrower, Liabilities arising out of any guarantees,
and all indemnities, costs, and expenses).

"Subordination
Agreement" means the Subordination Agreement, dated as of the date of
the Agreement, among the Collateral Agent, the Junior Creditors’ Agent and the
Junior Creditors, pursuant to which the Junior Creditors’ Agent and the Junior
Creditors subordinate (a) all Subordinated Debt to the Obligations and (b) all
Liens securing such Debt to the Agent’s Liens.

"Subsidiary"
of a Person means any corporation, association, partnership, limited liability
company, joint venture or other business entity of which more than fifty percent
(50%) of the voting stock or other equity interests (in the case of Persons
other than corporations), is owned or controlled directly or indirectly by the
Person, or one or more of the Subsidiaries of the Person, or a combination
thereof. Unless the context otherwise clearly requires, references herein to a
"Subsidiary" refer to a Subsidiary of Parent.

"Supporting
Obligations" means all supporting obligations as such term is defined
in the UCC.

 

  A-37

  

 

 

"Syndication
Agent" means Bank of America, solely in its capacity as syndication
agent.

"Taxes"
means any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, excluding, in the
case of each Lender and the Agents, such taxes (including income taxes or
franchise taxes) as are imposed on or measured by any Agent’s or Lender’s
net income in any jurisdiction (whether federal, state or local and including
any political subdivision thereof) under the laws of which such Agent or Lender,
as the case may be, is organized or maintains a lending office.

"Term Loan"
and "Term Loans" have the meanings specified in Section
1.3(a).

"Termination
Date" means the earliest to occur of (a) the Stated Termination Date,
(b) the date the Total Facility is terminated either by the Borrowers pursuant
to Section 3.2 or by the Required Lenders pursuant to Section 9.2,
and (c) the date this Agreement is otherwise terminated for any reason
whatsoever pursuant to the terms of this Agreement.

"Transition
Date" means the date on which all of the following requirements are
satisfied: (a) the consummation of the Asset Disposition of the assets and/or
stock of the RoadOne Borrowers on substantially the terms set forth in the March
2001 Confidential Memorandum prepared by Wachovia Securities, Inc., (b) all
Revolving Loans and other Obligations under or with respect to the RoadOne
Revolving Credit Facility shall have been paid in full in immediately available
funds, and all Commitments of the Lenders with respect to the RoadOne Revolving
Credit Facility shall have terminated, (c) the amount of the Term Loan made to
the Borrowers with respect to the Fixed Assets of RoadOne shall have been paid
in full in immediately available funds, and (d) all intercompany loans and
advances made by the Miller Borrowers to the RoadOne Borrowers in accordance
with clause (f) of the definition of "Restricted Investment"
shall have been paid in full in immediately available funds.

"Total Facility"
has the meaning specified in Section 1.1.

"UCC"
means the Uniform Commercial Code, as in effect from time to time, of the State
of Georgia or of any other state the laws of which are required as a result
thereof to be applied in connection with the issue of perfection of security
interests.

"Unfunded
Pension Liability" means the excess of a Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"Unused Letter
of Credit Subfacility" means an amount equal to $10,000,000 minus
the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit
plus, without duplication, (b) the aggregate unpaid reimbursement
obligations with respect to all Letters of Credit.

"Unused Line
Fee" has the meaning specified in Section 2.5.


 

  A-38




 

 

Accounting Terms.
Any accounting term used in the Agreement shall have, unless otherwise
specifically provided herein, the meaning customarily given in accordance with
GAAP, and all financial computations in the Agreement shall be computed, unless
otherwise specifically provided therein, in accordance with GAAP as consistently
applied and using the same method for inventory valuation as used in the
preparation of the Financial Statements.


Interpretive
Provisions.     (a)     The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.

(b)     The words
"hereof," "herein," "hereunder" and similar words
refer to the Agreement as a whole and not to any particular provision of the
Agreement; and Subsection, Section, Schedule and Exhibit references are to the
Agreement unless otherwise specified.

(c)     (i)     The term
"documents" includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however evidenced.



  


    (ii)     The term
    "including" is not limiting and means "including without
    limitation."

    (iii)     In the
    computation of periods of time from a specified date to a later specified
    date, the word "from" means "from and including," the
    words "to" and "until" each mean "to but
    excluding" and the word "through" means "to and
    including."

    (iv) The word
    "or" is not exclusive.



  



(d)     Unless otherwise
expressly provided herein, (i) references to agreements (including the
Agreement) and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by the terms of any
Loan Document, and (ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting the statute or regulation.

(e)     The captions and
headings of the Agreement and other Loan Documents are for convenience of
reference only and shall not affect the interpretation of the Agreement.

(f)     The Agreement and
other Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters. All such limitations,
tests and measurements are cumulative and shall each be performed in accordance
with their terms.

(g)     For purposes of Section 9.1,
a breach of a financial covenant contained in Sections 7.22 through 7.25
shall be deemed to have occurred as of any date of determination thereof by the
Collateral Agent or as of the last day of any specified measuring period,
regardless of when the Financial Statements reflecting such breach are delivered
to the Collateral Agent.

(h)     The Agreement and
the other Loan Documents are the result of negotiations among and have been
reviewed by counsel to the Agents, the Borrowers and the

 

 

  A-39

  

 

 other parties, and are
the products of all parties. Accordingly, they shall not be construed against
the Lenders or the Agents merely because of the Agents’ or Lenders’
involvement in their preparation.

 

 

 

 

 

 

 

  A-40

  

 

 

 

 


EXHIBIT A

FORM OF BORROWING BASE
CERTIFICATE


 

 

 

  

 


EXHIBIT B

NOTICE OF BORROWING


Date: ______________,
200_


 



  
  	
  To:

      	
   The CIT
  Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are
  parties to the Credit Agreement dated as of July __, 2001 (as extended,
  renewed, amended or restated from time to time, the "Credit Agreement")
  among Miller Industries, Inc. and certain of its Subsidiaries, certain Lenders
  which are parties thereto, the Collateral Agent, and Bank of America, N.A., as
  Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and
  Letter of Credit Issuer

      


   



Ladies and Gentlemen:

The undersigned,
___________________________ (the "Borrower"), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably of the Borrowing specified
below:







  
    	
        The
            Business Day of the proposed Borrowing is                        ,
            200  .

        

	
        The
            aggregate amount of the proposed Borrowing is $                    
            .

        

	
        The
            Borrowing is to be comprised of $          
            of Base Rate and $            
            of LIBOR Rate Loans.

        

	
        The
            duration of the Interest Period for the LIBOR Rate Loans, if any,
            included in the Borrowing shall be _____ months. The
            proposed Borrowing will constitute a Borrowing by a [Miller
            Borrowers] [RoadOne Borrowers].



  







The undersigned hereby
certifies that the following statements are true on the date hereof, and will be
true on the date of the proposed Borrowing, before and after giving effect
thereto and to the application of the proceeds therefrom:

(a)     The representations
and warranties of the Borrowers contained in the Credit Agreement are true and
correct in all material respects as though made on and as of such date;

 

  

 

(b)     No Default or Event
of Default has occurred and is continuing, or would result from such proposed
Borrowing; and

(c)     The proposed
Borrowing will not cause the aggregate principal amount of all outstanding
Revolving Loans [plus the aggregate amount available for drawing under
all outstanding Letters of Credit], to exceed the [Miller] [RoadOne] Borrowing
Base, the combined commitments of the Lenders, or any other restriction set
forth in the Credit Agreement.















  	
                             

      	
                            














                            
                            [NAME
                            OF BORROWER]
                            
        

                             

      
	
                             

      	
                            By:__________________________

                             

      
	
                             

      	Title:_________________________

      


                             















                             















  

                             
















EXHIBIT C

FINANCIAL STATEMENTS


 

[Pro Forma Financial
Statements]

[Projections]

 

 

  

 

 


EXHIBIT D


NOTICE OF
CONTINUATION/CONVERSION


Date:                 ,
200_



  	


    To: 

      	


     The CIT
    Group/Business Credit, Inc. as the Collateral Agent for the Lenders who are
    parties to the Credit Agreement dated as of July __, 2001 (as extended,
    renewed, amended or restated from time to time, the "Credit
    Agreement") among Miller Industries, Inc. and certain of its
    Subsidiaries, certain Lenders which are parties thereto, the Collateral
    Agent, and Bank of America, N.A., as Administrative Agent, Syndication
    Agent, Existing Titled Collateral Agent and Letter of Credit Issuer

      


     



Ladies and Gentlemen:

The undersigned,
___________________________ (the "Borrower"), refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably of the [conversion]
[continuation] of the Loans specified herein, that:







  
    	
        The
            Continuation/Conversion Date is             ,
            200 .

        

	
        The
            aggregate amount of the Loans to be [converted] [continued] is
            $_____________.

        

	
         The
            Loans are to be [converted into] [continued as] [LIBOR Rate] [Base
            Rate] Loans.

        

	
        The
            duration of the Interest Period for the LIBOR Rate Loans included in
            the [conversion] [continuation] shall be _____ months.



  







The undersigned hereby
certifies that the following statements are true on the date hereof, and will be
true on the proposed Continuation/Conversion Date, before and after giving
effect thereto and to the application of the proceeds therefrom:



    (a)     The
    representations and warranties of the Borrowers contained in the Credit
    Agreement are true and correct in all material respects as though made on
    and as of such date;

    (b)     Default or
    Event of Default has occurred and is continuing, or would result from such
    proposed [conversion] [continuation]; and

     



     



  

     



(c)     The proposed
[conversion] [continuation] will not cause the aggregate principal amount of all
outstanding Revolving Loans [plus the aggregate amount available for
drawing under all outstanding Letters of Credit] to exceed the [Miller] [RoadOne]
Borrowing Base, the combined Commitments of the Lenders, or any other
restriction set forth in the Credit Agreement.















  	
                             

      	
                            














                            
                            [NAME
                            OF BORROWER]
                            
        

                             

      
	
                             

      	
                            By:__________________________

                             

      
	
                             

      	Title:_________________________

      


                             















                            -2-















  

                             















  
EXHIBIT E


ASSIGNMENT AND
ACCEPTANCE AGREEMENT


This ASSIGNMENT AND
ACCEPTANCE AGREEMENT (this "Assignment and Acceptance") dated
as of ____________________, 200_ is made between ______________________________
(the "Assignor") and __________________________ (the "Assignee").


RECITALS


WHEREAS, the Assignor
is party to that certain Credit Agreement dated as of July __, 2001 (as amended,
amended and restated, modified, supplemented or renewed, the "Credit
Agreement") among Miller Industries, Inc. and its Subsidiaries
corporation (the "Borrowers"), the several financial
institutions from time to time party thereto (including the Assignor, the "Lenders"),
The CIT Group/Business Credit, Inc., as collateral agent for the Lenders (the
"Collateral Agent"), and Bank of America, N.A., as
Administrative Agent, Syndication Agent, Existing Titled Collateral Agent and
Letter of Credit Issuer. Any terms defined in the Credit Agreement and not
defined in this Assignment and Acceptance are used herein as defined in the
Credit Agreement;

WHEREAS, as provided
under the Credit Agreement, the Assignor has committed to making Loans (the
"Committed Loans") to the Borrowers in an aggregate amount not
to exceed $__________ (the "Commitment");

WHEREAS, the Assignor
has made Committed Loans in the aggregate principal amount of $__________ to the
Borrowers;

WHEREAS, [the Assignor
has acquired a participation in its pro rata share of the Lenders’ liabilities
under Letters of Credit in an aggregate principal amount of $____________ (the
"L/C Obligations")] [no Letters of Credit are outstanding under
the Credit Agreement]; and

WHEREAS, the Assignor
wishes to assign to the Assignee [part of the] [all] rights and obligations of
the Assignor under the Credit Agreement in respect of its Commitment, together
with a corresponding portion of each of its outstanding Committed Loans and L/C
Obligations, in an amount equal to $__________ (the "Assigned Amount")
on the terms and subject to the conditions set forth herein, and the Assignee
wishes to accept assignment of such rights and to assume such obligations from
the Assignor on such terms and subject to such conditions;

NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein, the
parties hereto agree as follows:

1.     Assignment and
Acceptance.

 

  

 

(a)     Subject to the
terms and conditions of this Assignment and Acceptance, (i) the Assignor
hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee
hereby purchases, assumes and undertakes from the Assignor, without recourse and
without representation or warranty (except as provided in this Assignment and
Acceptance) __% (the "Assignee’s Percentage Share") of
(A) the Commitment, the Committed Loans and the L/C Obligations of the
Assignor and (B) all related rights, benefits, obligations, liabilities and
indemnities of the Assignor under and in connection with the Credit Agreement
and the Loan Documents.

(b) With effect on and
after the Effective Date (as defined in Section 5 hereof), the Assignee
shall be a party to the Credit Agreement and succeed to all of the rights and be
obligated to perform all of the obligations of a Lender under the Credit
Agreement, including the requirements concerning confidentiality and the payment
of indemnification, with a Commitment in an amount equal to the Assigned Amount.
The Assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender. It is the intent of the parties hereto that the
Commitment of the Assignor shall, as of the Effective Date, be reduced by an
amount equal to the Assigned Amount and the Assignor shall relinquish its rights
and be released from its obligations under the Credit Agreement to the extent
such obligations have been assumed by the Assignee; provided, however, the
Assignor shall not relinquish its rights under Sections 3.9, 4.1, 4.3 and 13.11
of the Credit Agreement to the extent such rights relate to the time prior to
the Effective Date.

(c) After giving effect
to the assignment and assumption set forth herein, on the Effective Date the
Assignee’s Commitment will be $__________.

(d) After giving effect
to the assignment and assumption set forth herein, on the Effective Date the
Assignor’s Commitment will be $__________.

2.     Payments.

(a) As consideration
for the sale, assignment and transfer contemplated in Section 1 hereof, the
Assignee shall pay to the Assignor on the Effective Date in immediately
available funds an amount equal to $__________, representing the Assignee’s
Pro Rata Share of the principal amount of all Committed Loans.

(b) The Assignee
further agrees to pay to the Collateral Agent a processing fee in the amount
specified in Section 11.2(a) of the Credit Agreement.

3.     Reallocation of
Payments.

Any interest, fees and
other payments accrued to the Effective Date with respect to the Commitment, and
Committed Loans and L/C Obligations shall be for the account of the Assignor.
Any interest, fees and other payments accrued on and after the Effective Date
with respect to the Assigned Amount shall be for the account of the Assignee.
Each of the Assignor and the Assignee agrees that it will hold in trust for the
other

 

-2-

  

 

party any interest, fees and other amounts which it may receive to which
the other party is entitled pursuant to the preceding sentence and pay to the
other party any such amounts which it may receive promptly upon receipt.

4.     Independent
Credit Decision.

The Assignee
(a) acknowledges that it has received a copy of the Credit Agreement and
the Schedules and Exhibits thereto, together with copies of the most recent
financial statements of the Borrowers, and such other documents and information
as it has deemed appropriate to make its own credit and legal analysis and
decision to enter into this Assignment and Acceptance; and (b) agrees that
it will, independently and without reliance upon the Assignor, any Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit and legal decisions in
taking or not taking action under the Credit Agreement.

5.     Effective Date;
Notices.

(a)     As between the
Assignor and the Assignee, the effective date for this Assignment and Acceptance
shall be __________, 200_ (the "Effective Date"); provided
that the following conditions precedent have been satisfied on or before the
Effective Date:



  


    (i) this Assignment
    and Acceptance shall be executed and delivered by the Assignor and the
    Assignee;

    [(ii) the consent
    of the Collateral Agent and, unless an Event of Default exists, Parent,
    required for an effective assignment of the Assigned Amount by the Assignor
    to the Assignee shall have been duly obtained and shall be in full force and
    effect as of the Effective Date;]

    (iii) the Assignee
    shall pay to the Assignor all amounts due to the Assignor under this
    Assignment and Acceptance;

    [(iv) the Assignee
    shall have complied with Section 11.2 of the Credit Agreement (if
    applicable);]

    (v) the processing
    fee referred to in Section 2(b) hereof and in Section 11.2(a) of the
    Credit Agreement shall have been paid to the Collateral Agent; and



  



(b)     Promptly following
the execution of this Assignment and Acceptance, the Assignor shall deliver to
the Borrowers’ Agent and the Collateral Agent for acknowledgment by the
Collateral Agent, a Notice of Assignment in the form attached hereto as Schedule 1.

6.     [Collateral Agent.
[INCLUDE ONLY IF ASSIGNOR IS COLLATERAL AGENT]

(a)     The Assignee hereby
appoints and authorizes the Assignor to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement as are delegated to the
Collateral Agent by the Lenders pursuant to the terms of the Credit Agreement.

 

-3-

  

 

 

(b)     The Assignee shall
assume no duties or obligations held by the Assignor in its capacity as
Collateral Agent under the Credit Agreement.]

7.      Withholding Tax.

The Assignee (a)
represents and warrants to the Lender, the Collateral Agent and the Borrowers
that under applicable law and treaties no tax will be required to be withheld by
the Lender with respect to any payments to be made to the Assignee hereunder,
(b) agrees to furnish (if it is organized under the laws of any jurisdiction
other than the United States or any State thereof) to the Collateral Agent and
the Borrowers prior to the time that the Collateral Agent or Borrowers are
required to make any payment of principal, interest or fees hereunder, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S.
Internal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to
the benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to provide
new Forms W-8ECI or W-8BEN upon the expiration of any previously delivered form
or comparable statements in accordance with applicable U.S. law and regulations
and amendments thereto, duly executed and completed by the Assignee, and (c)
agrees to comply with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.

8.      Representations
and Warranties.

(a)     The Assignor
represents and warrants that (i) it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is free and
clear of any Lien or other adverse claim; (ii) it is duly organized and
existing and it has the full power and authority to take, and has taken, all
action necessary to execute and deliver this Assignment and Acceptance and any
other documents required or permitted to be executed or delivered by it in
connection with this Assignment and Acceptance and to fulfill its obligations
hereunder; (iii) no notices to, or consents, authorizations or approvals
of, any Person are required (other than any already given or obtained) for its
due execution, delivery and performance of this Assignment and Acceptance, and
apart from any agreements or undertakings or filings required by the Credit
Agreement, no further action by, or notice to, or filing with, any Person is
required of it for such execution, delivery or performance; and (iv) this
Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of the Assignor, enforceable
against the Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
laws of general application relating to or affecting creditors’ rights and to
general equitable principles.

(b)     The Assignor makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto. The Assignor makes no
representation or warranty in connection with, and assumes no responsibility
with respect to, the solvency, financial condition or statements of any
Borrower, or the performance or observance by any Borrower, of any of its
respective

 

-4-

  

 

 

obligations under the Credit Agreement or any other instrument or
document furnished in connection therewith.

(c)     The Assignee
represents and warrants that (i) it is duly organized and existing and it
has full power and authority to take, and has taken, all action necessary to
execute and deliver this Assignment and Acceptance and any other documents
required or permitted to be executed or delivered by it in connection with this
Assignment and Acceptance, and to fulfill its obligations hereunder;
(ii) no notices to, or consents, authorizations or approvals of, any Person
are required (other than any already given or obtained) for its due execution,
delivery and performance of this Assignment and Acceptance; and apart from any
agreements or undertakings or filings required by the Credit Agreement, no
further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; (iii) this Assignment and
Acceptance has been duly executed and delivered by it and constitutes the legal,
valid and binding obligation of the Assignee, enforceable against the Assignee
in accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors’ rights and to general equitable
principles; and (iv) it is an Eligible Assignee.

9.     Further
Assurances.

The Assignor and the
Assignee each hereby agree to execute and deliver such other instruments, and
take such other action, as either party may reasonably request in connection
with the transactions contemplated by this Assignment and Acceptance, including
the delivery of any notices or other documents or instruments to the Borrowers
or the Collateral Agent, which may be required in connection with the assignment
and assumption contemplated hereby.

10.     Miscellaneous.

(a)     Any amendment or
waiver of any provision of this Assignment and Acceptance shall be in writing
and signed by the parties hereto. No failure or delay by either party hereto in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof and any waiver of any breach of the provisions of this Assignment and
Acceptance shall be without prejudice to any rights with respect to any other or
further breach thereof.

(b)     All payments made
hereunder shall be made without any set-off or counterclaim.

(c)     The Assignor and
the Assignee shall each pay its own costs and expenses incurred in connection
with the negotiation, preparation, execution and performance of this Assignment
and Acceptance.

(d)     This Assignment and
Acceptance may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

 

-5-

  

 

 

(e)     THIS ASSIGNMENT AND
ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE GEORGIA. The Assignor and the Assignee each irrevocably submits to the
non-exclusive jurisdiction of any State court sitting in the State of Georgia or
any Federal court sitting in the Northern District of Georgia over any suit,
action or proceeding arising out of or relating to this Assignment and
Acceptance and irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such State or Federal court. Each
party to this Assignment and Acceptance hereby irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum to
the maintenance of such action or proceeding.

(f)     THE ASSIGNOR AND
THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND
ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

IN WITNESS WHEREOF, the
Assignor and the Assignee have caused this Assignment and Acceptance to be
executed and delivered by their duly authorized officers as of the date first
above written.

 
		
      [ASSIGNOR]

      
      By:_________________________________

      Title:________________________________

      Address:_____________________________

      
       

		 
		
      [ASSIGNEE]

      
      By:_________________________________

      Title:________________________________

      Address:_____________________________

       




 

 

-6-

  

 

 


SCHEDULE 1

to

ASSIGNMENT AND
ACCEPTANCE


NOTICE OF ASSIGNMENT AND
ACCEPTANCE


_______________, 200_

  The CIT Group/Business
Credit, Inc.

  1200 Ashwood Parkway,
Suite 150

  Atlanta, Georgia 30338

  Attn.:_______________________


 

Miller Industries, Inc.

8503 Hilltop Drive

Ooltewah, TN 37363



  Attn.:_______________________


 

Ladies and Gentlemen:

We refer to the Credit
Agreement dated as of July __, 2001 (as amended, amended and restated, modified,
supplemented or renewed from time to time the "Credit Agreement")
among Miller Industries, Inc. and its Subsidiaries (the "Borrowers"),
the Lenders from time to time party thereto, 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.
Terms defined in the Credit Agreement are used herein as therein defined.

1.          We hereby give you
notice of, and request your consent to, the assignment by __________________
(the "Assignor") to _______________ (the "Assignee")
of _____% of the right, title and interest of the Assignor in and to the Credit
Agreement (including the right, title and interest of the Assignor in and to the
Commitments of the Assignor, all outstanding Loans made by the Assignor and the
Assignor’s participation in the Letters of Credit pursuant to the Assignment
and Acceptance Agreement attached hereto (the "Assignment and Acceptance").
We understand and agree that the Assignor’s Commitment, as of             
, 200 , is $ ___________, the aggregate amount of its
outstanding Loans is $_____________, and its participation in L/C Obligations is
$_____________.

2.          The Assignee agrees
that, upon receiving the consent of the Collateral Agent to such assignment, the
Assignee will be bound by the terms of the Credit Agreement as fully and to the
same extent as if the Assignee were the Lender originally holding such interest
in the Credit Agreement.

 



  

 



3.          The following
administrative details apply to the Assignee:



  	


    (A)



      	


     Notice Address:



      
	


         

      	


        Assignee name:________________________

      
	
         

      	
        Address:

      	
        ___________________________
      
	
      	
      	
        ___________________________
      
	
      	
      	
        ___________________________
      
	
        

      	
        Attention: 
        __________________________

        Telephone:   (___) _____________________

        Telecopier:  (___) _____________________

        Telex (Answerback):  ___________________

      
	
     







    (B)







      	
     







     Payment
    Instructions:







      
	






                

      	






                 

                Account
                No.:____________________________

                                At:   ____________________________

                                        ____________________________

                                       _____________________________

                  Reference:   _____________________________

                Attention:   _________________________

      


                 









4.     You are entitled to
rely upon the representations, warranties and covenants of each of the Assignor
and Assignee contained in the Assignment and Acceptance.

IN WITNESS WHEREOF, the
Assignor and the Assignee have caused this Notice of Assignment and Acceptance
to be executed by their respective duly authorized officials, officers or agents
as of the date first above mentioned.















                             

		
      Very truly yours,

      
       

      [NAME OF ASSIGNOR]

      
      By:_________________________________

      Title:________________________________

      

      
    
		 
      [NAME OF ASSIGNEE]

      
      By:_________________________________

      
      Title:________________________________

      

      
       

    
















                             















                             















                            -2-

















                             

                            
















ACKNOWLEDGED AND
ASSIGNMENT

CONSENTED TO:

The CIT Group/Business
Credit, Inc.,

as Collateral Agent

By:_________________________________

Title:________________________________


 

 


[Miller Industries, Inc.

 

By:_________________________________

Title:_______________________________]


 

 















                            -3-

















                             

 


EXHIBIT F


 


FORM OF COMPLIANCE
CERTIFICATE