**Exhibit 10.86**

 

**FIFTH AMENDMENT TO CREDIT AGREEMENT**

 

            THIS FIFTH AMENDMENT TOCREDIT AGREEMENT (the “Amendment”) is made and entered into as of this 28th day of February 2003, among MILLERINDUSTRIES, INC., a Tennessee corporation (“Parent”), each of the other Subsidiaries of Parent listed on the signaturepage hereto (together with Parent, collectively, “Borrowers”), the Lenders party to this Amendment (the“Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent, and BANK OF AMERICA, N.A., as AdministrativeAgent, Syndication Agent, Existing Titled Collateral Agent and Letter of Credit Issuer (in such capacity, together with theCollateral Agent, the “Agents”).

WITNESSETH:

            WHEREAS, Borrowers, theLenders and the Agents entered into that certain Credit Agreement, dated as of July 23, 2001, pursuant to which the Lenders agreedto make certain loans to Borrowers (as amended, modified, supplemented and restated from time to time, the “CreditAgreement”); and

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

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

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

           2.         Annex A to the Credit Agreement shallbe amended by amending the text of subsection (c)(ii)(C) of the definition of Miller Borrowing Base by deleting the date“February 28, 2003” and inserting in lieu thereof the date “March 31, 2003.”

           3.         Annex A to the Credit Agreement shall be amended by amending the definition ofMaximum RoadOne Revolver Amount by:

                       (a)        amending the text of subsection (b)(iv) by deleting the text “February 28,2003,” inserting in lieu thereof the text “March 31, 2003, and”

                       (b)        deleting the text of subsection (b)(v) inits entirety.

           4.         Representations,Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this Amendment, each Borrower herebyrepresents, warrants and covenants to Agents and Lenders that,

              (a)        as of the date hereof, andafter giving effect to the terms hereof, there exists no Default or Event of Default under the Credit Agreement or any of the otherLoan Documents,

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

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

              (d)        this Amendment and each of theLoan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with itsterms.

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

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

[Signature Page Follows]

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

                                                                                   **“PARENT”**

**                                                                                   MILLER INDUSTRIES, INC.**

                                                                                   By:      /s/ J. Vincent Mish                                                                                                                          J. Vincent Mish                                                                                               Chief Financial Officer

                                                                                   **“SUBSIDIARY MILLER BORROWERS”**

                                                                                   **APACO, INC.****                                                                                   B&B ASSOCIATED INDUSTRIES, INC.                                                                                   CHEVRON, INC.                                                                                   CENTURY HOLDINGS, INC.                                                                                   CHAMPION CARRIER CORPORATION                                                                                   COMPETITION WHEELIFT, INC.                                                                                   GOLDEN WEST TOWING EQUIPMENT                                                                                         INC.                                                                                   KING AUTOMOTIVE &INDUSTRIAL**                                                                     **                    EQUIPMENT, INC.****                                                                                   MID AMERICA WRECKER &                                                                                         EQUIPMENT SALES, INC. OF **                                                 **                                       ****COLORADO**                                                                                   **MILLER FINANCIAL SERVICES GROUP,**                                                                    **                      INC.**                                                                                   **MILLER/GREENEVILLE, INC.                                                                                     ****MILLER INDUSTRIES DISTRIBUTING,**                      **                                                                    INC.**                                                                                   **MILLER INDUSTRIES INTERNATIONAL,**                                                                              **            INC.**                                                                                   **MILLER INDUSTRIES TOWING**                                                           ** ****                              EQUIPMENT INC.**                                                                                   **PURPOSE, INC.**                                                                                   **SONOMA CIRCUITS, INC.**                                                                                   **SOUTHERN WRECKER CENTER, INC.**                                                                                   **SOUTHERN WRECKER SALES, INC.**

                                                                                   By:       /s/ J. Vincent Mish                                                                                                                          J. Vincent Mish                                                                                               Vice President and Attorney-in-Fact of                                                                                                each entity listed above

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****                                                                                   **“SUBSIDIARY ROADONE BORROWERS”**

****                                                                                   **ACKERMAN WRECKER SERVICE, INC.**                                                                                   **AETEX, INC., f/k/a A-EXCELLENCE******                                                                                   **TOWING CO.**                                                                                   **ALL AMERICAN TOWING SERVICES,******                                                                                    ******         INC.******                                                                                   ******ALLIED GARDENS TOWING, INC.******                                                                                   ******ALLIED TOWING AND RECOVERY, INC.******                                                                                   ******A TO Z ENTERPRISES, INC.******                                                                                   ******B-G TOWING, INC.******                                                                                   ******BEAR TRANSPORTATION, INC.******                                                                                   ******BTRCX, INC. f/k/a BERT’S TOWING******                                                                                    ******         RECOVERY CORPORATION******                                                                                   ******BBSX, INC., f/k/a/ BOB BOLINSERVICES,******                                                                                    ******         INC.******                                                                                   ******BASIEX, INC., f/k/a/ BOB’S AUTO   ******                                                                                    ******      SERVICE, INC.**

****                                                                                   **BOB VINCENT AND SONS WRECKER******                                                                                    **         ****SERVICE,INC.******                                                                                   ******BRYRICH CORPORATION******                                                                                   ******BTRX, INC.******                                                                                   ******CAL WEST TOWING, INC.******                                                                                   ******CARDINAL CENTRE ENTERPRISES, INC.******                                                                                   ******CBTX, INC., f/k/a/ CEDAR BLUFF 24     ******                                                                                    ******    HOUR TOWING,INC.******                                                                                   ******CENTRAL VALLEY TOWING, INC.******                                                                                   ******CCASX, INC.******                                                                                   ******CEX, INC., f/k/a CHAD’S INC.******                                                                                   ******CLEVELAND VEHICLE DETENTION******                                                                                    ******         CENTER, INC.******                                                                                   ******D.A.HANELINE, INC.******                                                                                   ******DVREX, INC.******                                                                                   ******DICK’S TOWING & ROAD SERVICE, INC.******                                                                                   ******DOLLAR ENTERPRISES, INC.******                                                                                   ******DSX, INC., f/k/a DUGGER’S SERVICES,        ******                                                                                   ******           INC.******                                                                                   ******DURU, INC.******                                                                                   ******GARY’S TOWING & SALVAGE POOL,    ******                                                                                   ******   INC.**                                                                                   **GOOD MECHANIC AUTO CO.       ******                                                                                    **  OF RICHFIELD, INC.******                                                                                   **GREAT AMERICA TOWING, INC.******                                                                                   **GREG’S TOWING, INC.******                                                                                   **HTX, INC.******                                                                                   **KAUFF’S INC.**

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****                                                                                   **KAUFF’S OF FT. PIERCE, INC.******                                                                                   **KAUFF’S OF MIAMI, INC.******                                                                                   **KAUFF’S OF PALMS BEACH, INC.******                                                                                   **KEN’S TOWING, INC.******                                                                                   **LTSX, INC., f/k/a LAZER TOW SERVICES,   ******                                                                                    **      INC.******                                                                                   **LASX, INC.******                                                                                   **LWKR, INC.******                                                                                   **LINCOLN TOWING ENTERPRISES, INC.******                                                                                   **MAEJO, INC.******                                                                                   **MEL’S ACQUISITION CORP.******                                                                                   **MGEX, INC.******                                                                                   **MSTEX, INC.******                                                                                   **MTSX INC.******                                                                                   **MURPHY’S TOWING, INC.******                                                                                   **P.A.T., INC.******                                                                                   **PEX, INC., f/k/a/ PIPES ENTERPRISES,    ******                                                                                    **     INC.******                                                                                   **RMA ACQUISITION CORP.******                                                                                   **RRIC ACQUISITION CORP.******                                                                                   **RSX, INC., f/k/a RECOVERY SERVICES,    ******                                                                                    **     INC.******                                                                                   **ROADONE, INC.******                                                                                   **ROADONE EMPLOYEE SERVICES, INC.******                                                                                   **ROAD ONE INSURANCE SERVICES, INC.******                                                                                   **ROAD ONE SERVICE, INC.******                                                                                   **ROAD ONE SPECIALIZED****        ******                                                                                    ****** TRANSPORTATION, INC.******                                                                                   ******ROADONE TRANSPORTATION AND   ******                                                                                    ******      LOGISTICS,INC.******                                                                                   ******R.M.W.S., INC.******                                                                                   ******SOUTHWEST TRANSPORT, INC.******                                                                                   ******SUBURBAN WRECKER SERVICE, INC.******                                                                                   ******TEXAS TOWING CORPORATION******                                                                                   ******TPCTH, INC.******                                                                                   ******TREASURE COAST TOWING, INC.******                                                                                   ******TREASURE COAST TOWING OF MARTIN     ******                                                                                    ******    COUNTY, INC.******                                                                                   ******TRUCK SALES & SALVAGE CO., INC.******                                                                                   ******TWSX, INC.******                                                                                   ******WSX, INC., f/k/a WES’S SERVICE ******                                                                                    ******        INCORPORATED******                                                                                   ******WESTERN TOWING; MCCLURE/EARLEY   ******                                                                                    ******      ENTERPRISES, INC.******                                                                                   ******WILTSE TOWING, INC.******                                                                                   ******WTC, INC.**

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****                                                                                   ******WTEX, INC.******                                                                                   ******ZTRX, INC., f/k/a ZEHNER TOWING & ******                                                                                    ******     RECOVERY, INC.**

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                                                                                   By:       /s/ J. Vincent Mish                                                                                                                          J. Vincent Mish                                                                                              Vice President and Attorney-in-Fact                                                                                               of each entity listed above

****                                                                                   ******“ADMINISTRATIVE AGENT,******                                                                                   ******SYNDICATION AGENT AND EXISTING******                                                                                   ******TITLED COLLATERALAGENT”**

****                                                                                   BANK OF AMERICA, N.A., as the****                                                                                   Administrative Agent, Syndication Agent and****                                                                                   Existing TitledCollateral Agent

****                                                                                    By:      /s/ John Olsen                                                                                                                      Name:  John Olsen                                                                                                                           Title:     Vice President                              

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****                                                                                   **“LETTER OF CREDIT ISSUER”**

****                                                                                   BANK OF AMERICA, N.A., as the letter of****                                                                                   Credit Issuer

                                                                                    By:      /s/ John Olsen                                                                                                                      Name:  John Olsen                                                                                                                           Title:     Vice President                              

****

****                                                                                   **“COLLATERAL AGENT”**

****                                                                                   THE CIT GROUP/BUSINESS CREDIT, INC.,****                                                                                   as the Collateral Agent

****                                                                                   By:         /s/ Kenneth B. Butler                            ****                                                                                   Name:  Kenneth B. Butler****                                                                                   Title:     Vice President

****                                                                                   **“LENDERS”**

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

                                                                                    By:      /s/ John Olsen                                                                                                                      Name:  John Olsen                                                                                                                           Title:     Vice President                              

****                                                                                   THE CIT GROUP/BUSINESS CREDIT, INC.,****                                                                                   as a Lender

****                                                                                   By:         /s/Kenneth B. Butler                      ****                                                                                   Name:  Kenneth B. Butler****                                                                                   Title:     Vice President

****                                                                                   FLEET CAPITAL CORPORATION,****                                                                                   as a Lender

****                                                                                   By:        /s/ Wes Manus                                  ****                                                                                   Name:  Wes Manus****                                                                                   Title:      VP

****