AMENDMENT NO. 5 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this  "Amendment  Agreement")
is made and entered  into as of the 26th day of July,  2000,  and  effective  as
provided in SECTION 15 hereof, by and among MILLER INDUSTRIES, INC., a Tennessee
corporation ("Miller"),  and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware
corporation and wholly owned subsidiary of Miller ("Miller  Towing") (Miller and
Miller  Towing  may be  referred  to herein  individually  as a  "Borrower"  and
together  as the  "Borrowers"),  EACH OF THE  GUARANTORS  SIGNATORY  HERETO (the
"Guarantors"), BANK OF AMERICA, N.A., SUCCESSOR TO NATIONSBANK, N.A., a national
banking association  organized and existing under the laws of the United States,
as agent  ("Agent")  for the  Lenders  under the Credit  Agreement  (as  defined
below), and the Lenders signatory hereto. Unless the context otherwise requires,
all terms used herein without  definition  shall have the  definitions  provided
therefor in the Credit Agreement.

                              W I T N E S S E T H:

         WHEREAS,  the Agent,  the Lenders and the  Borrowers  have entered into
that  certain  Credit  Agreement  dated as of January  30,  1998,  as amended by
Amendment  No.  1 to  Credit  Agreement  dated  as of  January  31,  1998 and by
Amendment  No.  2 to  Credit  Agreement  dated  as of  October  30,  1998 and by
Amendment No. 3 to Credit  Agreement  dated as of July 27, 1999 and by Amendment
No. 4 to Credit  Agreement  dated as of August 13, 1999 (as hereby and from time
to time amended,  supplemented,  modified or replaced,  the "Credit Agreement"),
pursuant to which the Lenders have agreed to make and have made available to the
Borrowers a credit facility  including a revolving credit facility with a letter
of credit sublimit and a swing line sublimit; and

         WHEREAS,  the  Borrowers  have  requested  that the terms of the Credit
Agreement be amended in the manner set forth  herein,  including an extension of
the maturity date of the credit  facilities  provided under the Credit Agreement
to August 1, 2001,  and the  conversion  of the  aggregate  principal  amount of
$25,000,000 in Revolving Credit Outstandings into a term loan, and the Agent and
the Lenders,  subject to the terms and conditions  contained herein, have agreed
to such amendment, to be effective as of April 30, 2000;

         WHEREAS, the Borrowers, the Agent, and the Lenders acknowledge that the
terms of this Amendment  Agreement  constitute an amendment and modification of,
and not a novation of, the Credit Agreement;

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and the
fulfillment  of the  conditions  set forth herein,  the parties  hereby agree as
follows:

         1. DEFINITIONS. The term "Credit Agreement" or "Agreement" (as the case
may be) as used herein and in the Loan Documents shall mean the Credit Agreement
as hereby amended and modified, and as further amended, modified or supplemented
from time to time as permitted thereby.  The term "Lender" as used herein and in
the Loan Documents  shall include each of the financial  institutions  signatory
hereto as a Lender.



<PAGE>


         2.  AMENDMENTS TO AND  RESTATEMENTS  OF TERMS OF THE CREDIT  AGREEMENT.
Subject to the  conditions  hereof,  the  Credit  Agreement  is hereby  amended,
effective as of the date hereof, as follows:

                  (a)  The   provision   of  the   credit   agreement   entitled
"witnesseth" is hereby amended and restated in its entirety as follows:

                  "WHEREAS,  the Borrowers  have requested that the Lenders make
         available  to the  Borrowers  (a) a  revolving  credit  facility in the
         maximum principal amount at any time outstanding of $115,000,000, which
         will include (i) a  $5,000,000  sublimit for the issuance of letters of
         credit and (ii) a $5,000,000 sublimit for a swing line, the proceeds of
         which  revolving  credit facility are to be used as provided in SECTION
         2.12  hereof,  and (b) a term loan  facility in the  maximum  principal
         amount  outstanding  of  $25,000,000,  the  proceeds of which term loan
         facility are to be used as provided in SECTION 2A.10 hereof; and

                  WHEREAS, the Lenders are willing to make such revolving credit
         facility and term loan facility  available to the Borrowers,  the Swing
         Line Lender is willing to make the swing line facility available to the
         Borrowers and the Issuing Bank is willing to issue letters of credit on
         behalf of the  Borrowers,  all upon the terms and  conditions set forth
         herein;

                  NOW,  THEREFORE,  the  Borrowers,  the  Lenders  and the Agent
         hereby agree as follows:"

                  (b) The following  definitions set forth in section 1.1 Of the
credit agreement are hereby amended and restated in their entirety as follows:

                  "Applicable  Commitment  Percentage" means, for each Lender at
any time, a fraction,  (i) with respect to the Revolving Credit Facility and the
Letter of Credit  Facility  (including its  Participations  and its  obligations
hereunder   to  the   Issuing   Bank  and  the  Swing  Line  Lender  to  acquire
Participations),  the numerator of which shall be such Lender's Revolving Credit
Commitment  and the  denominator  of which shall be the Total  Revolving  Credit
Commitment,  and (ii), with respect to the Term Loan Facility,  the numerator of
which shall be such Lender's Term Loan Commitment and the  denominator  shall be
the Total Term Loan Commitment,  which Applicable Commitment Percentage for each
Lender as of the Closing  Date is as set forth in EXHIBIT A;  PROVIDED  that the
Applicable  Commitment Percentage of each Lender shall be increased or decreased
to reflect any  assignments  to or by such Lender  effected in  accordance  with
SECTION 12.1.

                  "Applicable Margin" means

         (a) With respect to Loans under the Revolving Credit Facility, for each
Eurodollar  Rate  Loan or Base Rate  Loan  that  percent  per annum as set forth
below,  which shall be (i) determined as of each  Determination  Date based upon
the computations set forth in the compliance certificates

<PAGE>

furnished to the Agent pursuant to SECTIONS  8.1(A)(II) OR 8.1(B)(II) as of such
Determination Date and for the period then ended, subject to review and approval
of such  computations  by the  Agent,  and any such  change  shall be  effective
commencing  on the fifth  Business Day following  the date such  certificate  is
received  (or, if earlier,  the date such  certificate  was required  under such
sections to be delivered)  (the  "Compliance  Date") and (ii)  applicable to all
Eurodollar  Rate  Loans and all Base Rate Loans  existing  on and after the most
recent  Compliance Date,  based upon the RATIO of (x) Consolidated  Funded Total
Indebtedness as at the applicable  Determination Date to (y) Consolidated EBITDA
for the  Four-Quarter  Period of Miller  ended at the  applicable  Determination
Date, as specified below:

<TABLE>
<CAPTION>

                            Applicable Margin for Eurodollar Rate Loans  Applicable Margin for Base Rate Loans
                            -------------------------------------------- -------------------------------------------

Ratio of Consolidated       July 26, 2000   December 1,    February 1,   July 26, 2000  December 1,    February 1,
Funded Total Indebtedness         to            2000          2001            to            2000          2001
to                          November 30,         to           and        November 30,        to           and
                            -------------                     ----       -------------                    ---
Consolidated EBITDA              2000       January 31,    Thereafter        2000       January 31,    Thereafter
-------------------              ----       ------------   ----------        ----       ------------   ----------
                                                2001                                        2001
                                                ----                                        ----

<S>                             <C>            <C>            <C>            <C>           <C>            <C>
Greater than 3.50 to 1.00       3.75%          4.25%          4.75%          2.25%         2.75%          3.25%

Greater than or equal to        3.50%          3.50%          3.50%          2.00%         2.00%          2.00%
3.00 to 1.00 but less
than or equal to 3.50 to
1.00

Greater than or equal to        3.00%          3.00%          3.00%          1.50%         1.50%          1.50%
2.50 to 1.00 but less
than 3.00 to 1.00

Less than 2.50 to 1.00          2.50%          2.50%          2.50%          1.00%         1.00%          1.00%
</TABLE>


         (b) With  respect  to Loans  under  the Term  Loan  Facility,  for each
Eurodollar Rate Segment or Base Rate Segment that percent per annum as set forth
below:

<TABLE>
<CAPTION>

       Applicable Margin for Eurodollar Rate Segments               Applicable Margin for Base Rate Segments
------------------------------------------------------------- ------------------------------------------------------

    July 26, 2000       December 1, 2000                        July 26, 2000     December 1, 2000     February 1,
         to                    to          February 1, 2001          to                  to               2001
  November 30, 2000     January 31, 2001    and Thereafter    November 30, 2000   January 31, 2001   and Thereafter
  -----------------     ----------------    --------------    -----------------   ----------------   --------------

<S>     <C>                  <C>                 <C>                <C>                 <C>               <C>
        5.00%                6.50%               8.00%              3.50%               5.00%             6.50%
</TABLE>

         "Asset Disposition" means any voluntary  disposition,  whether by sale,
lease  or  transfer,  of (a)  any or all of the  assets,  excluding  cash,  cash
equivalents  and inventory  disposed of in the ordinary  course of business,  of
Miller or its Subsidiaries,  and (b) any of the capital stock, or securities and
investments  interchangeable,   exercisable  or  convertible  for  or  into,  or
otherwise

                                       3
<PAGE>

entitling  the holder to  receive,  any of the capital  stock of any  Subsidiary
(other than a disposition to Miller or a Guarantor in the case of (a) and (b)).


         "Capital   Expenditures"   means,   with  respect  to  Miller  and  its
Subsidiaries,   for  any  period  the  SUM  of  (without  duplication)  (i)  all
expenditures  (whether paid in cash or accrued as  liabilities) by Miller or any
Subsidiary  during such period for items that would be  classified as "property,
plant or  equipment" or comparable  items on the  consolidated  balance sheet of
Miller and its  Subsidiaries,  including  without  limitation all  transactional
costs incurred in connection with such expenditures  provided the same have been
capitalized, excluding, however, the amount of any Capital Expenditures paid for
with proceeds of casualty insurance as evidenced in writing and submitted to the
Agent together with any  compliance  certificate  delivered  pursuant to SECTION
8.1(A) or (B),  PLUS (ii) with  respect to any  Capital  Lease  entered  into by
Miller or its  Subsidiaries  during such period,  the present value of the lease
payments  due under  such  Capital  Lease  over the term of such  Capital  Lease
applying a discount  rate equal to the  interest  rate  provided in such Capital
Lease  (or in the  absence  of a stated  interest  rate,  that  rate used in the
preparation of the financial statements described in SECTION 8.1(A)), all of the
foregoing  determined  on a  consolidated  basis in  accordance  with  Generally
Accepted  Accounting  Principles  applied on a Consistent  Basis, PLUS (iii) all
expenditures  (paid in cash or accrued  for) with  respect to Off Balance  Sheet
Liabilities  of Miller,  including  but not  limited to the Bank  America  Lease
Transaction and other sale/leaseback transactions.

         "Commitment  Fee Rate" means that percent per annum as set forth below,
which  shall be (i)  determined  as of each  Determination  Date  based upon the
computations  set forth in the  compliance  certificates  furnished to the Agent
pursuant to SECTIONS  8.1(A)(II) OR 8.1(B)(II) as of such Determination Date and
for the period then ended,  subject to review and approval of such  computations
by the Agent,  and any such change  shall be effective  commencing  on the fifth
Business Day  following the date such  certificate  is received (or, if earlier,
the date such certificate was required under such sections to be delivered) (the
"Compliance  Date") and (ii) applicable  after the most recent  Compliance Date,
based upon the RATIO of (x)  Consolidated  Funded Total  Indebtedness  as at the
applicable  Determination  Date to (y) Consolidated  EBITDA for the Four-Quarter
Period of Miller ended at the applicable Determination Date, as specified below:

<TABLE>
<CAPTION>
                                                        Commitment Fee
                                                        ---------------


Ratio of Consolidated Funded      July 26, 2000        December 1, 2000    February 1,
Total Indebtedness to                   to                     to             2001
Consolidated Ebitda              November 30, 2000     January 31, 2001   and thereafter
-------------------              -----------------     ----------------   --------------

<S>                                     <C>                  <C>               <C>
Greater than  3.50 to 1.00              0.50%                0.625%            0.75%

Less than or equal to 3.50 to           0.50%                0.50%             0.50%
1.00
</TABLE>


         "Consolidated   EBITDA"   means,   with   respect  to  Miller  and  its
Subsidiaries  for any  Four-Quarter  Period  ending  on the date of  computation
thereof, (A) the SUM of, without duplication,


                                       4
<PAGE>

(i) Consolidated Net Income, (ii) Consolidated Interest Expense,  (iii) taxes on
income,  (iv)  amortization,  (v)  depreciation and (vi)  non-recurring  noncash
restructuring charges as approved by the Required Lenders, MINUS (B) the SUM of,
without  duplication,  (a) net  gains  on the  collection  of  proceeds  of life
insurance  policies,  (b) any  write-up of any asset other than as  permitted in
accordance with Statement No. 16 of the Financial  Accounting  Standards  Board,
and (c) any other net gain or credit of an extraordinary nature as determined in
accordance with GAAP applied on a Consistent Basis; PROVIDED,  HOWEVER, that for
each of the first four fiscal  quarters  following any  Acquisition  consummated
prior to the date of Amendment No. 5 and permitted under the Credit Agreement as
in effect prior to the  effectiveness  of Amendment  No. 5, the  calculation  of
Consolidated  EBITDA for each Four-Quarter Period ending on the last day of each
such fiscal  quarter shall include the historical  financial  performance of the
acquired business for that portion of such  Four-Quarter  Period occurring prior
to such Acquisition,  to the extent that such Acquisition has not otherwise been
reflected in Miller's consolidated financial statements; PROVIDED, further, that
as applied in SECTION 9.1(C) hereof, Consolidated EBITDA shall be calculated for
the fiscal  quarter of Miller ending on the date of  computation  thereof rather
than for the Four-Quarter Period ending on the date of computation thereof.

         "Continue",   "Continuation"   and  "Continued"   shall  refer  to  the
continuation  pursuant to SECTIONS 2.8 OR 2A.11 hereof of a Eurodollar Rate Loan
of one Type as a Eurodollar  Rate Loan of the same Type from one Interest Period
to the next Interest Period.

         "Convert",  "Conversion"  and  "Converted"  shall refer to a conversion
pursuant to SECTIONS  2.8 OR 2A.11 or ARTICLE V of one Type of Loan into another
Type of Loan.

         "Debt  Offering"  means  Indebtedness  of Miller or any  Subsidiary not
otherwise  permitted  under SECTION 9.4(A) through 9.4(F) which is incurred with
the consent of the  Required  Lenders,  expressly  including  but not limited to
floor plan financing arrangements acceptable to the Required Lenders.

         "Loan" means any  borrowing  pursuant to an Advance under the Revolving
Credit Facility,  or the Term Loan or any Segment thereof.  Notwithstanding  the
foregoing,  references  to any "Loan" or "Loans" in SECTIONS  2.1  THROUGH  2.10
shall be deemed to refer to Revolving Loans.

         "Notes"  means,  collectively,  the  promissory  notes of the Borrowers
evidencing  Loans and Swing Line Loans  executed  and  delivered  to the Lenders
substantially  in the  forms of  EXHIBITS  J-1,  J-2 and J-3,  respectively,  as
amended, restated, modified, or supplemented.

         "Outstandings" means,  collectively,  at any date, the Letter of Credit
Outstandings,  the Swing Line Outstandings,  the Revolving Credit  Outstandings,
and the Term Loan Outstandings on such date.

         "Partially-Owned  Subsidiary" means a Subsidiary in which Miller or one
of Miller's Subsidiaries owns less than 100% of the equity interest.

                                       5
<PAGE>

         "Required  Lenders" means, as of any date, (i) the Lenders on such date
having Credit  Exposures (as defined below)  aggregating not less than 66.67% of
the aggregate Credit Exposures of all Lenders on such date AND (ii) such Lenders
include no less than one fewer than the total number of Lenders at such time For
purposes of the preceding sentence,  the amount of the "Credit Exposure" of each
Lender shall be equal to the  aggregate  principal  amount of the Loans owing to
such Lender plus the amount of such Lender's Applicable Commitment Percentage of
Letter of Credit  Outstandings  and Swing Line  Outstandings  plus the aggregate
unutilized   amounts  of  such  Lender's   Revolving  Credit  Commitment  (after
accounting for such Lender's Applicable  Commitment  Percentage of any Letter of
Credit Outstandings and any Swing Line Outstandings);  PROVIDED that, (i) if any
Lender  with a  Revolving  Credit  Commitment  shall  have  failed to pay to the
Issuing  Bank its  Applicable  Commitment  Percentage  of any drawing  under any
Letter of Credit  resulting in an  outstanding  Reimbursement  Obligation,  such
Lender's Credit Exposure attributable to Letters of Credit Outstandings shall be
deemed to be held by the Issuing Bank for purposes of this  definition  and (ii)
if any Lender  shall have failed to pay to the Swing Line Lender its  Applicable
Commitment  Percentage  of any Swing Line Loan,  such Lender's  Credit  Exposure
attributable  to all Swing Line  Outstandings  shall be deemed to be held by the
Swing Line Lender for purposes of this definition.

         "Revolving Credit Outstandings" means, as of any date of determination,
the aggregate  principal amount of all Loans under the Revolving Credit Facility
then outstanding and all interest accrued thereon.

         "Stated  Termination  Date" means August 1, 2001, or such later date as
the parties may agree pursuant to SECTION 2.13.

         "Total Revolving Credit  Commitment"  means a principal amount equal to
$115,000,000,  as reduced from time to time in accordance  with SECTIONS 2.3 AND
2.7.

         (c) The following  definitions  are hereby  deleted from Section 1.1 Of
the credit agreement:

         "Consolidated Fixed Charge Coverage Ratio"

         "Consolidated Fixed Charges"

         "Consolidated Senior Funded Indebtedness"

         "Consolidated Shareholders' Equity"

         "Cost of Acquisition"

         "Permitted Acquisition"

                                       6
<PAGE>

         (d) The  following  definitions  are hereby added to Section 1.1 Of the
credit agreement in alphabetical position and shall read as follows:

         "Amendment No. 5" means Amendment No. 5 to Credit Agreement dated as of
July 26, 2000 by and among the Borrowers, the Agent and the Lenders.

         "Apportioned Reduction of Credit Facilities" means:

         (i)      with respect to any mandatory prepayment specified in SECTIONS
                  2.3(B)(II), 2.3(b)(iii), 2A.8(II), or 2A.8(III) resulting from
                  either  (a) the  Asset  Disposition  of one or  more  Eligible
                  Assets or (b) any Debt Offering in  connection  with which the
                  Agent shall release one or more Eligible  Assets from the Lien
                  thereon  arising  under  the  Security  Instruments,  (x)  the
                  payment  of  Revolving  Credit  Outstandings  in an  aggregate
                  amount equal to the sum of the Eligible  Asset  Borrowing Base
                  Contributions equal to the greater of (1) the entire remaining
                  Net  Proceeds  from such sale or Debt  Offering  after  giving
                  effect to the payment  described  in clause (x) or (2) the sum
                  of the  Minimum  Disposition  Values of such  Eligible  Assets
                  reduced  (in the case of item (2)  only) by the  amount of the
                  payment described in clause (x);  PROVIDED,  HOWEVER,  that in
                  the event and to the  extent  that all Term Loan  Outstandings
                  shall have been  repaid,  then the amount  described in clause
                  (y) shall be paid as an  additional  prepayment  of  Revolving
                  Credit Outstandings;

         (ii)     with respect to any mandatory prepayment specified in SECTIONS
                  2.3(B)(III) or 2A.8(iii)  resulting from the Asset Disposition
                  of any asset other than an Eligible Asset, the payment of Term
                  Loan  Outstandings  in an amount  equal to the  greater of (x)
                  100% of the Net Proceeds from such sale or  disposition or (y)
                  the  Minimum  Disposition  Values  of the  assets  so  sold or
                  disposed of; PROVIDED,  HOWEVER,  that in the event and to the
                  extent that all Term Loan Outstandings shall have been repaid,
                  then the amount described in this  subparagraph  (ii) shall be
                  paid  as  an  additional   prepayment   of  Revolving   Credit
                  Outstandings; and

         (iii)    with respect to any other  mandatory  prepayment  specified in
                  SECTIONS 2.3(B) and 2A.(8),  including  prepayments  resulting
                  from any Equity Offering or any Debt Offering not described in
                  subparagraph (i) above, the payment of Term Loan  Outstandings
                  equal to 100% of the Net Proceeds thereof; PROVIDED,  HOWEVER,
                  that  in the  event  and to the  extent  that  all  Term  Loan
                  Outstandings shall have been repaid, then the amount described
                  in this  subparagraph  (iii)  shall  be paid as an  additional
                  prepayment of Revolving Credit Outstandings.

         "Base  Rate  Segment"  means  a  Segment  bearing  interest  or to bear
interest at the Base Rate.

                                       7
<PAGE>

         "Borrowing  Base"  means  the sum of (i)  80% of the  total  amount  of
Eligible  Receivables,  (ii) 55% of total  invoice  cost of Eligible  Inventory,
(iii) 80% of the total net book  value of  Eligible  Equipment,  (iv) 80% of the
total  appraised  fair market value of Eligible Real Estate,  and (v) 80% of the
total net book value of Eligible Demonstrators.

         "Borrowing Base  Certificate"  means a certificate in the form attached
hereto as EXHIBIT N and incorporated herein by reference.

         "Designated  Assets" means the assets of the Company more  particularly
described on a separate  schedule  provided by the Borrowers to the Agent on the
date of Amendment No. 5.

         "Eligible Asset" means any Eligible  Receivables,  Eligible  Inventory,
Eligible  Equipment,  Eligible  Demonstrator,  or Eligible  Real Estate,  as the
context may require.

         "Eligible  Asset  Borrowing Base  Contribution"  means,  at the time of
computation  thereof,  with  respect  to any  Eligible  Asset of  Miller  or any
Subsidiary,  the amount included in the Borrowing Base at such date attributable
to such Eligible Asset.

         "Eligible  Demonstrators"  means those  vehicles  which (i) are used by
Miller or a Subsidiary  as a  demonstration  or trial  model,  (ii) are owned by
Miller or any  Subsidiary,  (iii) are  subject to no Lien other than the lien of
the Agent in connection  with this  Agreement and Permitted  Liens  described in
SECTION 9.3(B) and 9.3(c) hereof and in which, at all times required by the Loan
Documents,  the Agent has a duly perfected first priority Lien thereon under the
Security  Instruments,  (iv) are in salable and good working condition,  and (v)
are garaged or located at a place of business of Miller or a Subsidiary,  except
for routine off-site display or road testing by customers in the ordinary course
of business.

         "Eligible Equipment" means any equipment, including new and used trucks
not  constituting  inventory,  owned by  Miller or any  Subsidiary  which (i) is
subject  to no Lien  other  than the Lien of the Agent in  connection  with this
Agreement and Permitted  Liens described in SECTION 9.3(B) and 9.3(C) hereof and
in which,  at all times  required  by the Loan  Documents,  the Agent has a duly
perfected first priority Lien thereon under the Security Instruments, (ii) is in
salable  and good  working  condition,  (iii) is not stored or located (or as to
motor vehicles,  garaged or otherwise  permanently  located) at a location other
than  a  place  of  business  of  Miller  or a  Subsidiary,  and  (iv)  is not a
demonstrator.

         "Eligible  Inventory"  means  goods  owned by Miller or any  Subsidiary
which (i) are held for sale or lease,  or to be  furnished  under  contracts  of
service, including finished goods, work-in-process,  chassis, and raw materials,
and (ii) are  subject to no Lien other than the Lien of the Agent in  connection
with this Agreement and Permitted  Liens  described in SECTION 9.3(B) and 9.3(C)
hereof and in which, at all times required by the Loan Documents,  the Agent has
a duly perfected first priority Lien thereon under the Security Instruments, but
not including (a) goods not legally owned by Miller or any Subsidiary (including
without  limitation  goods and  chassis  on  consignment


                                       8
<PAGE>

from any supplier or vendor), (b) goods not in new and salable condition or that
fails to meet any applicable  government standard,  including damaged goods, (c)
goods of which  Miller or a  Subsidiary  is the legal  owner which are stored or
located at a location  other than a place of business of Miller or a Subsidiary,
(d)  demonstrators,  and (e) other  inventory  that the Agent in its  reasonable
discretion  determines  to be slow  moving  or  obsolete  or  otherwise,  in the
exercise of its reasonable discretion, determines not to be Eligible Inventory.

         "Eligible  Real  Estate"means  any real property owned by Miller or any
Subsidiary (i) which is subject to a duly perfected first-priority lien in favor
of the Agent for the benefit of the Lenders  subject only to such  exceptions as
are  acceptable to the Agent in its  discretion,  (ii) as to which there has not
occurred or is  threatened  to occur any taking,  liability or other loss of the
utility or value thereof which the Agent in its reasonable discretion determines
to be material as a result of any theft,  damage,  destruction,  eminent  domain
proceeding,  environmental  claim or other  occurrence on or affecting such real
estate,  and (iii) with respect to which the Agent has received such  additional
insurance  policies  and  certification,  opinions,  and other  documents as are
required to be delivered  under  SECTION 8.19 with respect to the real  property
referred to therein.

         "Eligible  Receivables"  means any account  receivable of Miller or any
Subsidiary  representing a right to receive payment of any sums due or to become
due from the sale or lease of  goods or  equipment  and/or  the  performance  of
services by Miller or any  Subsidiary  (i) as to which the  creation  was in the
ordinary course of business and the right to receive payment is absolute and not
contingent,  and (ii)  which are  subject  to no Lien other than the Lien of the
Agent in connection with this Agreement and Permitted Liens described in SECTION
9.3(b) hereof and in which the Agent has a duly  perfected  first  priority Lien
thereon under the Security  Instruments,  PROVIDED Eligible Receivables does not
include (a) accounts  aged more than ninety (90) days from the original  invoice
date, (b) accounts  representing monies due for goods sold or leased or services
rendered to any Affiliate of Miller or any Subsidiary,  (c) accounts due from an
account debtor which has other accounts, 50% or more of which are aged more than
ninety (90) days from the  original  invoice  date,  (d)  accounts  due from any
Person outside the United States,  Great Britain, or Canada (other than accounts
which are supported by an  irrevocable  letter of credit  acceptable  to, and if
requested by the Agent  delivered  to, the Agent,  and accounts due from Western
Corporation  in Japan in an  amount  not to  exceed  $1,000,000),  (e)  accounts
subject  to offset by any  account  debtor  of  Miller  or any  Subsidiary,  (f)
accounts shown on Miller's or any  Subsidiary's  accounts aging report which are
not identified by a specific customer name or which have not been invoiced,  (g)
any account as to which the Agent, in its reasonable discretion,  is not or does
not continue to be satisfied  with the credit  standing of the account debtor in
relation to the amount of credit extended, (h) any account which arises out of a
contract or order which,  by its terms,  forbids or makes void or  unenforceable
any assignment of the account arising with respect thereto,  and (i) any account
that the Agent in its  reasonable  discretion  deems  doubtful of  collection or
otherwise, in the exercise of its reasonable discretion, determines not to be an
Eligible Receivable.

         "Eurodollar  Rate Segment" means a Segment bearing  interest or to bear
interest at the Eurodollar Rate.

                                       9
<PAGE>

         "Facility  Termination  Date"  means such date as all of the  following
shall have occurred:  (a) the Borrowers  shall have  permanently  terminated the
Revolving Credit Facility and the Swing Line by payment in full of all Revolving
Credit   Outstandings   and  Letter  of  Credit   Outstandings  and  Swing  Line
Outstandings,  together with all accrued and unpaid interest thereon, except for
the undrawn portion of Letters of Credit as have been fully cash  collateralized
in a manner  consistent  with the  terms of the LC  Account  Agreement,  (b) the
Borrowers shall have paid all Term Loan Outstandings in full,  together with all
accrued and unpaid interest  thereon,  (c) all Swap  Agreements  shall have been
terminated,  expired  or cash  collateralized,  (d) all Term  Loan  Commitments,
Revolving  Credit  Commitments  and  Letter of  Credit  Commitments  shall  have
terminated  or expired  and (e) the  Borrowers  shall have  fully,  finally  and
irrevocably  paid and satisfied in full all Obligations  (other than Obligations
consisting of continuing  indemnities  and other  contingent  Obligations of the
Borrowers or any Guarantor that may be owing to the Lenders pursuant to the Loan
Documents and expressly survive termination of this Agreement).

         "Minimum  Disposition  Values"  means (i) with  respect  to  Designated
Assets or other assets the disposition of which is permitted pursuant to SECTION
9.5 (E) or (F) without further consent of any Lender or the Lien in favor of the
Agent  in  which  is  released  in  connection  with a Debt  Offering  otherwise
permitted  hereunder,  90% of the net book  value of such  assets  and (ii) with
respect to the disposition of any other asset, the net book value thereof.

         "Navistar  Intercreditor  Agreement"  means that certain  Intercreditor
Agreement executed or to be executed by and among the Agent, International Truck
and Engine Corporation, and Navistar Financial Corporation documenting the terms
previously disclosed to the Lenders and related terms ancillary thereto.

         "Navistar  Consignment  Agreement"  means that certain  Consignment and
Sales Agreement by and among the Navistar  International  Transportation  Corp.,
Lee Smith, Inc., and Miller Towing documenting the terms previously disclosed to
the Lenders and related terms ancillary thereto.

         "Revolving Loans" means any borrowing  pursuant to an Advance under the
Revolving Credit Facility.

         "Segment"  means a  portion  of the  Term  Loan (or all  thereof)  with
respect  to  which  a  particular  interest  rate  is  (or  is  proposed  to be)
applicable.

         "Term Loan" means the loan made  pursuant to the Term Loan  Facility in
accordance with SECTION 2A.1.

         "Term  Loan  Commitment"  means,  with  respect  to  each  Lender,  the
obligation  of such Lender to make the Term Loan to the  Borrower in a principal
amount equal to such Lender's Applicable Commitment Percentage of the Total Term
Loan Commitment as set forth on EXHIBIT A.

                                       10
<PAGE>

         "Term Loan  Facility"  means the  facility  described  in SECTION  2A.1
providing  for a Term  Loan  to the  Borrower  by the  Lenders  in the  original
principal amount of $25,000,000.

         "Term Loan  Outstandings"  means, as of any date of determination,  the
aggregate  principal  amount of the Term Loan then  outstanding and all interest
accrued thereon.

         "Term Loan Termination  Date" means (i) the Stated  Termination Date or
(ii) such  earlier  date of  termination  of  Lenders'  obligations  pursuant to
SECTION 10.1 upon the  occurrence of an Event of Default,  or (iii) such date as
the Borrower may voluntarily and permanently terminate the Term Loan Facility by
payment in full of all Obligations incurred in connection with the Term Loan.

         "Total  Term  Loan  Commitment"  means  a  principal  amount  equal  to
$25,000,000, as reduced from time to time in accordance with SECTIONS 2A.7, 2A.8
AND 2A.9.

         (e) Section  2.1(A) and (b) of the Credit  Agreement are hereby amended
and restated in their entirety as follows:

         2.1      Revolving Loans.
                  ---------------

                  (a)  COMMITMENT.  Subject to the terms and  conditions of this
         Agreement,  each  Lender  severally  agrees  to  make  Advances  to the
         Borrowers  under the Revolving  Credit  Facility from time to time from
         the Closing Date until the Revolving  Credit  Termination Date on a pro
         rata basis as to the total borrowing  requested by the Borrowers on any
         day determined by such Lender's Applicable  Commitment Percentage up to
         but not  exceeding  the  Revolving  Credit  Commitment  of such Lender,
         PROVIDED, HOWEVER, that the Lenders will not be required and shall have
         no  obligation  to make any such Advance (i) so long as a Default or an
         Event of Default has  occurred and is  continuing  or (ii) if the Agent
         has  accelerated  the  maturity  of any of the  Notes as a result of an
         Event of Default;  PROVIDED  FURTHER,  however,  that immediately after
         giving effect to each such Advance,  the principal  amount of Revolving
         Credit  Outstandings plus Letter of Credit Outstandings plus Swing Line
         Outstandings  shall not exceed the LESSER of (i) the Borrowing Base (as
         shown on the most recently delivered  Borrowing Base Certificate),  and
         (ii) the Total Revolving  Credit  Commitment.  Within such limits,  the
         Borrowers may borrow,  repay and reborrow  under the  Revolving  Credit
         Facility  on a Business  Day from the Closing  Date  until,  but (as to
         borrowings  and  reborrowings)  not  including,  the  Revolving  Credit
         Termination Date; PROVIDED,  HOWEVER,  that (A) no Eurodollar Rate Loan
         shall be made which has an  Interest  Period  that  extends  beyond the
         Stated  Termination Date and (B) each Eurodollar Rate Loan repaid other
         than on the last day of the Interest  Period with respect thereto shall
         be accompanied by the additional  payment,  if any, required by SECTION
         5.5.

                  (b) AMOUNTS.  The  aggregate  unpaid  principal  amount of the
         Revolving Credit  Outstandings plus Letter of Credit  Outstandings plus
         Swing Line Outstandings  shall not exceed at any time the lesser of (i)
         the Borrowing Base or (ii) the Total Revolving  Credit


                                       11
<PAGE>

         Commitment.  In the event there shall be  outstanding  any such excess,
         the Borrowers shall  immediately  make such payments and prepayments as
         shall be  necessary  to comply  with  this  SECTION  2.1(B).  Each Loan
         hereunder,  other than Base Rate Refunding  Loans,  and each Conversion
         under SECTION 2.8, shall be in an amount of at least  $2,000,000,  and,
         if greater than $2,000,000, in an integral multiple of $1,000,000.

         (f)  Section  2.3(b) of the  Credit  Agreement  is hereby  amended  and
restated in its entirety s follows:

                  (b)  MANDATORY  PREPAYMENTS.  The  Borrowers  shall  make  the
         following  required  prepayments  in  respect of the  Revolving  Credit
         Facility,  each such payment to be made to the Agent for the benefit of
         the Lenders within the time period specified below:

                           (i) EQUITY  OFFERINGS.  Miller  shall make,  or shall
                  cause  each  applicable  Subsidiary  to make,  an  Apportioned
                  Reduction  of  Credit  Facilities   prepayment  from  the  Net
                  Proceeds of any Equity Offering. Each such prepayment shall be
                  made  within  five (5)  Business  Days of  receipt of such Net
                  Proceeds  and upon not less  than  three  (3)  Business  Days'
                  written notice to the Agent,  and shall include within one (1)
                  Business  Day of  repayment  a  certificate  of an  Authorized
                  Representative   setting  forth  in   reasonable   detail  the
                  calculations  utilized  in  computing  the  amount  of the Net
                  Proceeds.

                           (ii) DEBT  OFFERINGS.  Miller  shall  make,  or shall
                  cause  each  applicable  Subsidiary  to make,  an  Apportioned
                  Reduction of Credit  Facilities  prepayment in connection with
                  any Debt Offering.  Each such prepayment  shall be made within
                  five  (5)  Business  Days  of  receipt  of  any  Net  Proceeds
                  therefrom  and upon not less  than  three (3)  Business  Days'
                  written notice to the Agent,  and shall include within one (1)
                  Business  Day of  repayment  a  certificate  of an  Authorized
                  Representative   setting  forth  in   reasonable   detail  the
                  calculations  utilized  in  computing  the  amount  of the Net
                  Proceeds.

                           (iii) ASSET  DISPOSITIONS.  In the event of any Asset
                  Disposition by Miller or any Subsidiary, Miller shall make, or
                  shall cause each applicable Subsidiary to make, an Apportioned
                  Reduction of Credit  Facilities  prepayment in connection with
                  such Asset  Disposition.  Each such  prepayment  shall be made
                  within five (5)  Business  Days of receipt of any  proceeds of
                  such  Asset  Disposition  and  upon not less  than  three  (3)
                  Business Days' written notice to the Agent, which notice shall
                  include a certificate of an Authorized  Representative setting
                  forth  in  reasonable  detail  the  calculations  utilized  in
                  computing the amount of such prepayment.

                  All mandatory  prepayments made and allocable to the Revolving
         Credit Facility pursuant to this SECTION 2.3(B) shall be applied to the
         principal  amount remaining  outstanding  under the Revolving Loans (as
         adjusted  to give  effect  to any  prior  payments  or  prepayments  of
         principal),  and shall be  accompanied  by payment by the  Borrowers of
         accrued and unpaid


                                       12
<PAGE>

         interest on the  amounts  prepaid.  In  addition,  the Total  Revolving
         Credit   Commitment  shall  be  permanently   reduced  by  each  amount
         determined pursuant to the provisions of (i), (ii) or (iii) above which
         is required as a mandatory  prepayment of the Revolving Credit Facility
         (even if such  amount is  greater  than the  actual  principal  amounts
         outstanding under the Revolving Credit Facility). All prepayments under
         this SECTION 2.3(B) shall be applied first to Base Rate Loans,  if any,
         then outstanding and the balance, if any, to such Eurodollar Rate Loans
         as the  Borrowers  may elect in the related  notice of  prepayment  or,
         failing such election, as the Agent may elect.

         (g) Section 2.7 Of the Credit Aagreement is hereby amended and restated
in its entirety as follows:

         2.7      Other Commitment Reductions.
                  ---------------------------

                  (a) VOLUNTARY REDUCTIONS.  The Borrowers shall, by notice from
         an Authorized Representative,  have the right from time to time but not
         more frequently than once each calendar month, upon not less than three
         (3) Business Days' written notice to the Agent, effective upon receipt,
         to reduce the Total Revolving Credit  Commitment.  The Agent shall give
         each  Lender,  within one (1)  Business  Day of receipt of such notice,
         telefacsimile  notice or  telephonic  notice  (confirmed in writing) of
         such reduction. Each such reduction shall be in the aggregate amount of
         $2,000,000 or such greater  amount which is in an integral  multiple of
         $1,000,000,  or the entire remaining Total Revolving Credit Commitment,
         and shall permanently  reduce the Total Revolving Credit Commitment and
         the Revolving Credit Commitment of each Lender pro rata. Each reduction
         of the  Total  Revolving  Credit  Commitment  shall be  accompanied  by
         payment  of the  Loans to the  extent  that  the  principal  amount  of
         Revolving Credit  Outstandings plus Letter of Credit  Outstandings plus
         Swing Line  Outstandings  exceeds the Total Revolving Credit Commitment
         after giving effect to such reduction, together with accrued and unpaid
         interest on the amounts  prepaid.  No such repayment or reduction shall
         result in the  payment  of any  Eurodollar  Rate Loan other than on the
         last day of the  Interest  Period of such  Eurodollar  Rate Loan unless
         such  prepayment is  accompanied  by amounts due, if any, under SECTION
         5.5.

                  (b) ADDITIONAL MANDATORY REDUCTIONS. On November 30, 2000, the
         Total  Revolving  Credit   Commitment   shall  be   automatically   and
         permanently reduced by the positive difference,  if any, of $10,000,000
         MINUS  the  aggregate  amount  of  permanent  reductions  in the  Total
         Revolving Credit Commitment  occurring  subsequent to July 26, 2000 and
         prior to November 30, 2000  resulting  from a mandatory  prepayment  of
         Revolving  Credit  Outstandings  in  connection  with the sale or other
         disposition  of Designated  Assets  (pursuant to SECTION  2.3(B)).  The
         mandatory  reduction of the Total Revolving Credit  Commitment shall be
         accompanied  by payment of the Loans to the extent  that the  principal
         amount  of  Revolving  Credit   Outstandings   plus  Letter  of  Credit
         Outstandings plus Swing Line  Outstandings  exceeds the Total Revolving
         Credit Commitment after giving effect to such reduction,  together with
         accrued and unpaid interest on the amounts prepaid.

                                       13
<PAGE>

         (h) Section 2.12 of the Credit Agreement is hereby amended and restated
in its entirety as follows:

         2.12 USE OF PROCEEDS.  The  proceeds of the Loans made  pursuant to the
Revolving  Credit  Facility  hereunder  shall  be  used  by  the  Borrowers  and
Guarantors to finance Capital Expenditures and letters of credit and for general
working capital needs and other corporate purposes.

         (i) A  new  Article  IIA  is  hereby  added  to  the  Credit  Agreement
immediately following Article II which shall read as follows:

                                   ARTICLE IIA

                                  The Term Loan
                                  -------------

         2A.1. FUNDING OF TERM LOAN. Subject to the terms and conditions of this
Agreement,  simultaneously  with  the  effectiveness  of  Amendment  No.  5,  an
aggregate principal amount of $25,000,000 in Revolving Credit Outstandings shall
be converted into and become Term Loan  Outstandings,  and shall  constitute the
funding of the principal  amount of the Term Loan.  Upon such  funding,  (x) the
amount of Revolving  Loans held by each Lender shall be reduced by such Lender's
Applicable Commitment Percentage of $25,000,000,  and (y) each Lender shall hold
a  principal  amount  of Term  Loan  Outstandings  equal to the  amount  of such
reduction in such Lender's Revolving Loans. The principal amount of each Segment
outstanding  under the Term Loan from time to time shall bear  interest,  at the
Borrower's election, at an interest rate per annum equal to the Base Rate or the
Eurodollar Rate;  PROVIDED,  HOWEVER,  that (i) no Eurodollar Rate Segment shall
have an Interest  Period that extends beyond the Stated  Termination  Date, (ii)
each  Eurodollar  Rate Segment shall be in the minimum amount of $2,000,000 and,
if greater,  an integral  multiple of $1,000,000 and (iii) any prepayment of the
principal  amount of any  Eurodollar  Rate Segment other than on the last day of
the Interest  Period with respect thereto shall be accompanied by the additional
payment,  if any,  required by SECTION 5.5. No amount of the Term Loan repaid or
prepaid by the Borrower may be reborrowed hereunder,  and no subsequent advances
of Term Loan amounts shall be made by any Lender after the initial funding.

         2A.2 PAYMENT OF PRINCIPAL.  Subject to optional or mandatory prepayment
as specified herein, the entire principal amount of Term Loan Outstandings shall
be due and payable in full on the Term Loan Termination Date.

         2A.3 PAYMENT OF INTEREST.

         (a) The  Borrowers  shall pay  interest to the Agent for the account of
each Lender on the outstanding and unpaid principal amount of the Term Loan made
by such Lender for the period  commencing on the effective date of Amendment No.
5 and, with respect to any  Eurodollar  Rate Segment,  the  commencement  of the
Interest  Period with respect to such Segment until (but not  including) the end
of the applicable  Interest Period or the date any Segment shall be Continued or
be  otherwise  due at the then  applicable  Base Rate for Base Rate  Segments or
applicable  Eurodollar  Rate



                                       14
<PAGE>

for  Eurodollar  Rate  Segments,  as elected by the Borrowers in the  applicable
Interest  Rate  Selection  Notice  or as  deemed  elected  by the  Borrowers  or
otherwise applicable to such Loan as provided herein; PROVIDED, HOWEVER, that if
any  amount  shall  not be  paid  when  due (at  maturity,  by  acceleration  or
otherwise)  or if  any  other  Event  of  Default  shall  have  occurred  and be
continuing  hereunder,  all amounts  outstanding  hereunder  shall bear interest
thereafter  at the  Default  Rate from the date such Event of  Default  occurred
until the date such Event of Default is cured or waived.

         (b) Interest on each  Eurodollar  Rate Segment shall be computed on the
basis of a year of 360 days and  interest  on each  Base Rate  Segment  shall be
computed on the basis of a year of 365/366  days,  ands in each case  calculated
for the actual number of days  elapsed.  Interest on the Term Loan shall be paid
(i) quarterly in arrears on the last Business Day of each March, June, September
and December commencing  September 2000, with respect to each Base Rate Segment,
(ii) on the last day of the applicable  Interest Period for each Eurodollar Rate
Segment and, for any Eurodollar Rate Segment having an Interest Period extending
beyond three (3) months, also on the date occurring every three (3) months after
the commencement of such Interest Period, and (iii) on the Term Loan Termination
Date.

         2A.4 NON-CONFORMING  PAYMENTS. (a) Each payment of principal (including
any  prepayment) and payment of interest and fees, and any other amount required
to be paid to the Lenders  with  respect to the Term Loan,  shall be made to the
Agent at the Principal Office, for the account of each Lender, in Dollars and in
immediately  available  funds before 12:30 P.M. on the date such payment is due.
The Borrowers  shall give the Agent prior written  notice of any such payment of
principal,  which notice shall specify (i) the date the payment will be made and
(ii) the Segment to which payment  relates and which notice shall be given prior
to 11:00 A.M. (A) in the case of Eurodollar Rate Segments, on the third Business
Day preceding the payment and (B) in the case of Base Rate Loans, on the date of
such payment. The Agent may, at the election of the Borrowers,  but shall not be
obligated  to,  debit the amount of any such  payment  which is not made by such
time to any ordinary deposit  account,  if any, of any of the Borrowers with the
Agent.

        (b) The  Agent  shall  deem  any  payment  made by or on  behalf  of the
Borrowers  hereunder  that is not made both (i) in  Dollars  and in  immediately
available  funds and (ii) prior to 12:30 P.M. on the date payment is due to be a
non-conforming  payment.  Any such payment shall not be deemed to be received by
the Agent until the later of (A) the time such funds become  available funds and
(B) the next Business Day. Any non-conforming payment shall constitute a Default
or Event of Default.  The Agent shall give prompt  telephonic  or  telefacsimile
notice to the Borrowers if a non-conforming  payment constitutes a Default or an
Event of Default. Interest shall continue to accrue on any principal as to which
a  non-conforming  payment  is made  until the later of (x) the date such  funds
become available funds or (y) the next Business Day at the Default Rate from the
date such amount was due and payable.

        (c) In  the  event  that  any  payment  hereunder  or  under  the  Notes
evidencing  the Term Loan becomes due and payable on a day other than a Business
Day,  then such due date shall be extended to the next  succeeding  Business Day
unless  provided  otherwise  under  clause (ii) of the



                                       15
<PAGE>

definition of "Interest Period"; PROVIDED that interest shall continue to accrue
during the period of any such extension.

         2A.5 NOTES.  The portion of the Term Loan made by each Lender  shall be
evidenced  by a Note in  substantially  the form of EXHIBIT  J-3  payable to the
order of such  Lender  in the  respective  amount of its  Applicable  Commitment
Percentage  of the Total  Term Loan  Commitment,  which  Note shall be dated the
effective  date of Amendment No. 5 or a later date pursuant to an Assignment and
Acceptance and shall be duly completed, executed and delivered by the Borrowers.

         2A.6 PRO RATA PAYMENTS.  Except as otherwise  provided herein, (a) each
payment on account of the  principal  of and  interest on the Term Loan and fees
payable  under  Section  2A.12 shall be made to the Agent for the account of the
Lenders  pro rata  based on their  Applicable  Commitment  Percentages,  (b) all
payments to be made by the  Borrowers  for the account of each of the Lenders on
account of  principal,  interest  and fees,  shall be made  without  diminution,
setoff,  recoupment or counterclaim,  and (c) the Agent will promptly distribute
to the  Lenders  in  immediately  available  funds  payments  received  in fully
collected, immediately available funds from the Borrowers.

         2A.7  OPTIONAL  PREPAYMENTS.  The  Borrower may prepay the Term Loan in
whole or in part from  time to time on any  Business  Day,  without  penalty  or
premium,  upon at least  three (3)  Business  Days'  telephonic  notice  from an
Authorized  Representative  (effective upon receipt) to the Agent prior to 10:30
A.M.,  which notice shall be irrevocable.  The Authorized  Representative  shall
provide  the Agent  written  confirmation  of each such  telephonic  notice  but
failure to provide  such  confirmation  shall not  affect the  validity  of such
telephonic notice. Any prepayment,  shall be made at a prepayment price equal to
(i) the amount of  principal  to be  prepaid,  plus (ii) all  accrued and unpaid
interest on the amount so prepaid,  to the date of prepayment.  All  prepayments
under  this  SECTION  2A.7  shall be made in the  minimum  principal  amount  of
$1,000,000  or any  integral  multiple of $100,000 in excess  thereof (or in the
entire remaining  principal  balance of the Term Loan), and all such prepayments
of  principal  shall  be  applied  first to Base  Rate  Segments,  if any,  then
outstanding  and the balance,  if any, to such  Eurodollar  Rate Segments as the
Borrowers may elect in such notice of prepayment or,  failing such election,  as
the Agent may elect.

         2A.8  MANDATORY  PREPAYMENTS.  In addition to the required  payments of
principal of the Term Loan set forth in SECTION  2A.2 and any optional  payments
of principal of the Term Loan effected  under SECTION 2A.7,  the Borrower  shall
make the following  required  prepayments of the Term Loan, each such payment to
be made to the Agent for the  benefit  of the  Lenders  within  the time  period
specified below:


                           (i) EQUITY  OFFERINGS.  Miller  shall make,  or shall
                  cause  each  applicable  Subsidiary  to make,  an  Apportioned
                  Reduction  of  Credit  Facilities   prepayment  from  the  Net
                  Proceeds of any Equity Offering. Each such prepayment shall be
                  made  within  five (5)  Business  Days of  receipt of such Net
                  Proceeds  and upon not less  than  three  (3)  Business  Days'
                  written notice to the Agent,  and shall include within one (1)
                  Business  Day of  repayment  a  certificate  of an  Authorized


                                       16
<PAGE>

                  Representative   setting  forth  in   reasonable   detail  the
                  calculations  utilized  in  computing  the  amount  of the Net
                  Proceeds.

                           (ii) DEBT  OFFERINGS.  Miller  shall  make,  or shall
                  cause  each  applicable  Subsidiary  to make,  an  Apportioned
                  Reduction of Credit  Facilities  prepayment in connection with
                  any Debt Offering.  Each such prepayment  shall be made within
                  five (5)  Business  Days of receipt of any Net  Proceeds  from
                  such Debt  Offering  and upon not less than three (3) Business
                  Days' written  notice to the Agent,  and shall include  within
                  one  (1)  Business  Day  of  repayment  a  certificate  of  an
                  Authorized  Representative  setting forth in reasonable detail
                  the  calculations  utilized in computing the amount of the Net
                  Proceeds.

                           (iii) ASSET  DISPOSITIONS.  In the event of any Asset
                  Disposition by Miller or any Subsidiary, Miller shall make, or
                  shall cause each applicable Subsidiary to make, an Apportioned
                  Reduction of Credit  Facilities  prepayment in connection with
                  any  Asset  Disposition.  Each such  prepayment  shall be made
                  within five (5)  Business  Days of receipt of any  proceeds of
                  such  Asset  Disposition  and  upon not less  than  three  (3)
                  Business Days' written notice to the Agent, which notice shall
                  include a certificate of an Authorized  Representative setting
                  forth  in  reasonable  detail  the  calculations  utilized  in
                  computing the amount of such prepayment.

                  All mandatory  prepayments made and allocable to the Term Loan
         Facility  pursuant  to  this  SECTION  2A.8  shall  be  applied  to the
         principal amount remaining outstanding under the Term Loan (as adjusted
         to give effect to any prior  payments or  prepayments of principal) and
         shall be  accompanied by payment by the Borrowers of accrued and unpaid
         interest  on the  amounts  prepaid.  In  addition,  the Total Term Loan
         Commitment shall be permanently  reduced by the amount of each required
         prepayment of the Term Loan  determined  pursuant to the  provisions of
         clauses  (i),  (ii) or (iii)  above  which is  required  as a mandatory
         prepayment  of the Term  Loan  Facility.  All  prepayments  under  this
         SECTION 2A.8 shall be applied first to Base Rate Segments, if any, then
         outstanding  and the balance,  if any, to such Eurodollar Rate Segments
         as the  Borrowers  may elect in the related  notice of  prepayment  or,
         failing such election, as the Agent may elect.

         2A.9 ADDITIONAL MANDATORY TERM LOAN COMMITMENT  REDUCTION.  On November
30, 2000, the Total Term Loan Commitment  then in effect shall be  automatically
and permanently reduced by the positive difference,  if any, of $3,000,000 MINUS
the aggregate  amount of permanent  reductions in the Total Term Loan Commitment
pursuant to occurring subsequent to July 26, 2000 and prior to November 30, 2000
resulting from a mandatory  prepayment of Term Loan  Outstandings  in connection
with the sale or other  disposition  of Designated  Assets  (pursuant to SECTION
2A.8). To the extent that the principal amount of Term Loan Outstandings exceeds
the Total  Term Loan  Commitment  after  giving  effect to such  reduction,  the
Borrowers shall on such date prepay a principal amount of Term Loan Outstandings
equal to such excess,  together with accrued and unpaid  interest on the amounts
prepaid.


                                       17
<PAGE>


         2A.10 USE OF  PROCEEDS.  The proceeds of the Term Loan shall be used by
the Borrowers  and  Guarantors to finance  Capital  Expenditures  and letters of
credit and for general working capital needs and other corporate purposes.

         2A.11 CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Subject
to the limitations set forth below and in ARTICLE V, the Borrowers may:

         (a) upon  delivery,  effective  upon receipt,  of a properly  completed
Interest  Rate  Selection  Notice to the Agent on or before  11:00  A.M.  on any
Business  Day,  Convert all or a part of  Eurodollar  Rate Segments to Base Rate
Segments  on the last  day of the  Interest  Period  for  such  Eurodollar  Rate
Segments; and

         (b) provided  that no Default or Event of Default  shall have  occurred
and  be  continuing,  upon  delivery,  effective  upon  receipt,  of a  properly
completed  Interest Rate  Selection  Notice to the Agent on or before 11:00 A.M.
three (3) Business Days' prior to the date of such election or Conversion:

                  (i) elect a subsequent Interest Period for all or a portion of
         Eurodollar  Rate  Segments to begin on the last day of the then current
         Interest Period for such Eurodollar Rate Segments; and

                  (ii) Convert Base Rate Segments to Eurodollar Rate Segments on
         any Business Day.

         Each  election and  Conversion  pursuant to this SECTION 2A.11 shall be
subject to the  limitations on Eurodollar Rate Loans set forth in the definition
of "Interest  Period" herein and in SECTIONS 2A.1 and ARTICLE V. The Agent shall
give  written  notice to each Lender of such  notice of  election or  Conversion
prior to 3:00 P.M. on the day such notice of election or Conversion is received.
All such  Continuations  or  Conversions  of Segments shall be effected pro rata
based on the Applicable Commitment Percentages of the Lenders.

         2A.12 TERM LOAN FACILITY FEE. The Borrowers  agree to pay to the Agent,
for the pro rata  benefit of the Lenders  based on their  Applicable  Commitment
Percentages,  a  facility  fee  equal to 2.0% of Term Loan  Outstandings  on (i)
November 30, 2000 and (ii) January 31, 2001.

                  (j) The  first  line of text  in  Article  VIII of the  Credit
Agreement  following  the  headings  is hereby  amended by  deleting  the phrase
"Revolving Credit  Termination Date" and substituting in lieu thereof the phrase
"Facility Termination Date".

                  (k) Section 8.1 Of the Credit  Agreement is hereby amended and
 restated in its entirety as follows:


         8.1 FINANCIAL  REPORTS,  ETC. (a) As soon as practical and in any event
within 90 days after the end of each Fiscal Year of Miller,  deliver or cause to
be delivered  to the Agent and each


                                       18
<PAGE>

Lender (i) consolidated  balance sheets of Miller and its Subsidiaries as at the
end of such Fiscal Year,  and the notes  thereto,  and the related  consolidated
statements of income,  stockholders'  equity and cash flows,  and the respective
notes  thereto,  for such  Fiscal  Year,  setting  forth  comparative  financial
statements for the preceding  Fiscal Year, all prepared in accordance  with GAAP
applied on a Consistent Basis and containing opinions of Arthur Andersen LLP, or
other such  independent  certified  public  accountants  selected  by Miller and
approved  by the  Agent,  which  are  unqualified  as to the  scope of the audit
performed and as to the "going  concern"  status of Miller and its  Subsidiaries
and without any exception not  acceptable  to the Required  Lenders,  and (ii) a
certificate  of  an  Authorized  Representative  demonstrating  compliance  with
SECTIONS 9.1(A) through 9.1(D),  9.2 and 9.4, which  certificate shall be in the
form of EXHIBIT M;

         (b) as soon as practical  and in any event within 45 days after the end
of each fiscal  quarter  (except the last  fiscal  quarter of the Fiscal  Year),
deliver to the Agent and each Lender (i)  consolidated  balance sheets of Miller
and its  Subsidiaries  as at the end of such  fiscal  quarter,  and the  related
consolidated  statements of income and  stockholders'  equity and cash flows for
such fiscal  quarter and for the period from the  beginning  of the then current
Fiscal Year  through the end of such  reporting  period,  and  accompanied  by a
certificate  of an Authorized  Representative  to the effect that such financial
statements  present fairly the financial position of Miller and its Subsidiaries
as of the end of such fiscal period and the results of their  operations and the
changes in their financial  position for such fiscal period,  in conformity with
the  standards set forth in GAAP with respect to interim  financial  statements,
and (ii) a certificate of an Authorized  Representative  containing computations
for such quarter comparable to that required pursuant to SECTION 8.1(a)(ii);

         (c) together with each delivery of the financial statements required by
SECTION  8.1(A)(I),  deliver to the Agent and each Lender a letter from Miller's
accountants  specified in SECTION 8.1(A)(I) stating that in performing the audit
necessary  to render an  opinion on the  financial  statements  delivered  under
SECTION 8.1(a)(i), they obtained no knowledge of any Default or Event of Default
by the  Borrowers  in the  fulfillment  of the  terms  and  provisions  of  this
Agreement insofar as they relate to financial matters (which at the date of such
statement  remains  uncured);  or if the accountants have obtained  knowledge of
such Default or Event of Default,  a statement  specifying the nature and period
of existence thereof;

         (d) as soon as practical and in any event within thirty (30) days after
the end of each month,  deliver to the Agent and each  Lender a  Borrowing  Base
Certificate in the form of EXHIBIT N;

         (e) promptly upon their  becoming  available to Miller,  deliver to the
Agent and each Lender a copy of (i) all regular or special  reports or effective
registration  statements  which  Miller or any  Subsidiary  shall  file with the
Securities and Exchange  Commission (or any successor thereto) or any securities
exchange,  (ii) any proxy  statement  distributed by Miller or any Subsidiary to
its shareholders,  bondholders or the financial community in general,  and (iii)
any management  letter or other report  submitted to Miller or any Subsidiary by
independent  accountants in connection with any annual, interim or special audit
of Miller or any Subsidiary;

                                       19
<PAGE>

         (f)  promptly  deliver or cause to be  delivered  to the Agent  written
notice of any event  which  constitutes  or which  with the  passage  of time or
giving of notice or both would  constitute  a default or event of default  under
any Material  Contract to which Miller or any of its  Subsidiaries is a party or
by which Miller or any Subsidiary thereof or any of their respective  properties
may be bound; and

        (g)  promptly,  from time to time,  deliver or cause to be delivered to
the  Agent  such  other  information  regarding  Miller's  and any  Subsidiary's
operations, business affairs and financial condition as the Agent may reasonably
request.

         The Agent and the  Lenders are hereby  authorized  to deliver a copy of
any such financial or other information  delivered  hereunder to the Lenders (or
any  affiliate  of any Lender) or to the Agent,  to any  Governmental  Authority
having jurisdiction over the Agent or any of the Lenders pursuant to any written
request  therefor or in the ordinary  course of examination  of loan files,  or,
SUBJECT TO SECTION  12.1(F),  to any other Person who shall  acquire or consider
the  assignment  of,  or  acquisition  of any  participation  interest  in,  any
Obligation  permitted by this Agreement  PROVIDED that notice is given to Miller
if such information is delivered to a Person not enumerated herein.

         (l)  Section  8.19(A) of the Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

         8.19     ADDITIONAL SUPPORT DOCUMENTS.

                           (a)  Within  fifteen  (15) days after the end of each
                  fiscal  quarter,  with  respect  to each  Domestic  Subsidiary
                  acquired or created  during such  fiscal  quarter  cause to be
                  delivered  to the Agent for the benefit of the Lenders each of
                  the following:

                                    (i)  a  Guaranty   executed   by  each  such
                           Domestic  Subsidiary  substantially  in the  form  of
                           EXHIBIT F hereto;

                                    (ii) a Security  Agreement of such  Domestic
                           Subsidiary  substantially  similar  to  the  Security
                           Agreement   delivered   by  the   existing   Domestic
                           Subsidiaries,  together with such Uniform  Commercial
                           Code financing  statements on Form UCC-1 or otherwise
                           duly executed by such Domestic Subsidiary as "Debtor"
                           and naming the Agent for the benefit of the Agent and
                           the  Lenders as "Secured  Party," in form,  substance
                           and number  sufficient in the  reasonable  opinion of
                           the Agent and its special  counsel to be filed in all
                           Uniform   Commercial   Code  filing  offices  in  all
                           jurisdictions   in  which   filing  is  necessary  or
                           advisable  to  perfect  in favor of the Agent for the
                           benefit  of the  Agent  and the  Lenders  the Lien on
                           Collateral  conferred under such Security  Instrument
                           to the extent such Lien may be  perfected  by Uniform
                           Commercial Code filing;

                                       20
<PAGE>

                                    (iii) a Negative Pledge  Agreement  executed
                           by each such Domestic Subsidiary substantially in the
                           form of EXHIBIT I hereto;

                                    (iv) a  Pledge  Agreement  executed  by each
                           such Domestic Subsidiary's stockholders substantially
                           in  the  form  of  EXHIBIT  K-1  or  K-2  hereto,  as
                           applicable,  pledging 100% (or such lesser percentage
                           as  such  Person  shall  own of  any  Partially-Owned
                           Subsidiary)   of  the   capital   stock  and  related
                           interests and rights of such Domestic Subsidiary,  or
                           other comparable  instrument pledging or assigning to
                           the Agent for the  benefit of the  Lenders all of the
                           equity,  membership or  partnership  interest of such
                           Domestic Subsidiary;

                                    (v) stock certificates  representing 100% of
                           the capital stock and related interests and rights of
                           each such Domestic  Subsidiary,  or other appropriate
                           evidence  of   ownership   of  100%  of  the  equity,
                           membership  or  partnership  interest  of  each  such
                           Domestic Subsidiary,  in each case together with duly
                           executed  stock  powers or powers  of  assignment  in
                           blank affixed  thereto,  or in the case that any such
                           Domestic  Subsidiary is a partnership or other entity
                           that has not issued certificates evidencing ownership
                           of such  partnership or other entity,  the Collateral
                           Assignment of Interests and  Certificate  and Receipt
                           of  Registrar  of such  entity  with  respect  to the
                           registration  of the Lien on  Assigned  Interests  so
                           long  as such  assignment  is not  prohibited  by the
                           Governing Documents of such entity;

                                    (vi) an  opinion  of  counsel  to each  such
                           Domestic  Subsidiary dated as of the date of delivery
                           of the  Guaranty,  Security  Agreement and other Loan
                           Documents  provided for in this  SECTION  8.19(A) and
                           addressed to the Agent and the  Lenders,  in form and
                           substance  substantially  identical to the opinion of
                           counsel delivered  pursuant to SECTION  6.1(A)(II) on
                           the Closing  Date  (including  opinions  covering the
                           Security Agreement and the validity and perfection of
                           the liens created  thereunder),  with respect to each
                           Loan Party which is party to any Loan Document  which
                           such newly acquired or created Subsidiary is required
                           to deliver or cause to be delivered  pursuant to this
                           SECTION 8.19(A);

                                    (vii) current  copies of the  Organizational
                           Documents  and  Operating   Documents  of  each  such
                           Domestic  Subsidiary,  minutes  of  duly  called  and
                           conducted meetings (or duly effected consent actions)
                           of the Board of Directors,  partners,  or appropriate
                           committees   thereof   (and,   if  required  by  such
                           Organizational  Documents or Operating Documents,  of
                           the   shareholders)   of  such  Domestic   Subsidiary
                           authorizing   the  actions  and  the   execution  and
                           delivery  of  documents  described  in  this  SECTION
                           8.19(A); and

                                       21
<PAGE>

                                    (viii) such other  documents and  agreements
                           as  may  be   reasonably   requested  by  the  Agent,
                           including  but not  limited  to (A) an  agreement  or
                           instrument  granting  power of attorney to VINtek (as
                           defined  in  SECTION  8.24  below)  and (B) a lockbox
                           agreement  or blocked  account  agreement in favor of
                           the Agent, and any documents related thereto, in form
                           and substance satisfactory to the Agent.

         (m) Section 8.24 Of the Credit Agreement is hereby amended and restated
in its entirety as follows:

         8.24     ADDITIONAL COLLATERAL DOCUMENTS; AUDIT.

        (a) REAL PROPERTY  COLLATERAL.  The  Borrowers  agree that on or before
September 30, 2000 (unless  otherwise  indicated),  each will deliver,  and will
cause each  Guarantor to deliver,  and in the case of each of the  Mortgages (as
defined below), duly record or cause to be duly recorded, the following, in form
and substance acceptable to the Agent:

                  (i)      On or before  August 31,  2000,  Mortgages,  Deeds of
                           Trust or other  similar  documentation  necessary  to
                           grant to the Agent for the  benefit  of the Agent and
                           the Lenders a lien on the real property owned by each
                           Borrower  and  each  Guarantor   (collectively,   the
                           "Mortgages")   described   below   (subject  only  to
                           existing liens approved by the Agent):

                           (A)      Ooltewah,  Tennessee  real property owned by
                                    Miller Industries Towing Equipment, Inc.;

                           (B)      Greeneville,  Tennessee  real property owned
                                    by Miller/Greeneville, Inc.;

                           (C)      Mercer,  Pennsylvania real property owned by
                                    Chevron, Inc.; and

                           (D)      Such  other   properties   as  described  on
                                    SCHEDULE 8.24 hereto.

                  (ii)     Mortgagee  title  insurance  policies  from  a  title
                           insurance company  satisfactory to the Agent covering
                           the Mortgages,  in each case  indicating the liens of
                           the Mortgages are a first lien priority (subject only
                           to existing liens approved by the Agent),  containing
                           no exceptions to coverage not acceptable to the Agent
                           and  providing a  revolving  credit  endorsement  and
                           other endorsements required by Agent for such policy.

                  (iii)    Surveys  for each of the  properties  covered  by the
                           Mortgages.

                  (iv)     Certification  as to  whether  the  location  of each
                           property is within any  "special  flood  hazard" area
                           within the  meaning  of the  Federal  Flood  Disaster
                           Protection Act of 1973.

                                       22
<PAGE>

                  (v)      Appraisals from a certified Appraiser selected by the
                           Borrowers and acceptable to the Agent for each of the
                           properties covered by the Mortgages.

                  (vi)     Environmental Reports on all real property covered by
                           a Mortgage from an environmental firm satisfactory to
                           Agent showing no  environmental  hazards with respect
                           to such real property.

                  (vii)    On or before  August 31, 2000,  legal  opinions  from
                           counsel for the Borrowers in Pennsylvania, Tennessee,
                           and in those  states  listed on SCHEDULE  8.24,  with
                           respect to the documents executed and delivered under
                           this  SECTION  8.24 and the  perfection  of the liens
                           created thereby in form and substance satisfactory to
                           the Agent.

                  (viii)   Insurance  policies or Certificates of Insurance,  as
                           the Agent may require,  evidencing  compliance by the
                           Borrowers  with the  insurance  requirements  of this
                           Agreement and the Security  Instruments  with respect
                           to the properties covered by the Mortgages.

                  (ix)     If any  improvements  (existing  or  proposed) on the
                           real property covered by the Mortgages are or will be
                           located in an area identified by the U.S.  Department
                           of Housing  and Urban  Development  as an area having
                           "special  flood  hazards,"  Borrowers  shall  furnish
                           flood insurance  acceptable to the Agent in an amount
                           not  less  than  the  appraised  value  of  the  real
                           property  to be insured or if no  appraisal  for such
                           property shall be obtained,  in an amount  acceptable
                           to the Agent.

                  (x)      UCC-11 search  reports no older than thirty (30) days
                           from the  appropriate UCC filing office in the states
                           where the Borrowers and Guarantors are doing business
                           showing no liens or security  interests on any assets
                           of the Borrowers or Guarantors  other than  Permitted
                           Liens.

                  (xi)     Collateral  Assignment of Lease covering the Road One
                           Headquarters   located   at  7704   Basswood   Drive,
                           Chattanooga, Tennessee covered by the Lease Agreement
                           dated   August  6,  1997  between   Dillard   Limited
                           Partnership,  as  landlord,  and Road One,  Inc.,  as
                           lessee,  together with a Landlord Consent, Waiver and
                           Estoppel   Certificate   executed  by  the   landlord
                           satisfactory to Agent.

                  (xii)    With  respect  to  each  leased   location  on  which
                           inventory  (other than motor  vehicles)  or equipment
                           (other  than  motor  vehicles)  in an  amount  deemed
                           material  by  the  Agent  is  located,  a  Collateral
                           Assignment   of  Leases  with  respect  to  all  real
                           property  owned by a Borrower or Guarantor and leased
                           to  others  and all  real  property  not  owned  by a
                           Borrower  or  Guarantor  and leased

                                       23
<PAGE>

                           to a Borrower or Guarantor,  together  with, (i) on a
                           best efforts  basis by Borrowers  and  Guarantors,  a
                           Landlord  Consent,  Waiver and  Estoppel  Certificate
                           executed by each  landlord  or tenant as  applicable,
                           and (ii) local counsel opinions  covering  perfection
                           of liens in  jurisdictions  in which the Agent  deems
                           necessary.

                  (xiii)   WITHIN SIXTY (60) DAYS after (a) the acquisition by a
                           Borrower or any Guarantor of any real property or (b)
                           the lease to or by a Borrower or any Guarantor of any
                           real property  described in clause  (xii),  in either
                           case occurring after the date of Amendment No. 5, the
                           Borrowers   shall   deliver,   or  shall   cause  the
                           appropriate  Guarantor  to deliver,  to the Agent the
                           items listed in clauses (i) through (ix) or (xii), as
                           applicable,  with  respect to such real  property  or
                           lease, to the satisfaction of the Agent;


         PROVIDED  that with respect to any real  property  which (i) is not and
will not in the  future be  included  in the  Borrowing  Base as  Eligible  Real
Estate,  as indicated by the Borrower on SCHEDULE  8.24 or by written  notice to
the Agent,  as  applicable,  and (ii) has a net book value of less than $150,000
(computed  by  aggregating  the  value  of  all  contiguous  or  near-contiguous
properties  which  together  constitute  a  single  functional  unit),  (A)  the
Borrowers  shall not be required to deliver  those items listed in clauses (ii),
(iii),  (v) and (vi),  and (B) the  Borrowers  shall  deliver  to the Agent such
documents  and  instruments  as requested by the Agent to evidence that title to
such  property is held by a Borrower or  Subsidiary  and any  exceptions to such
title, including deeds and existing title insurance policies.

         (b) CERTIFICATE OF TITLE COLLATERAL. The Borrowers agree that each will
deliver,  and will cause each Guarantor to deliver,  the following,  in the time
periods specified therefor:

                  (i)      With respect to all property which is a motor vehicle
                           or other good that is (A) covered by a certificate of
                           title or other comparable  instrument  issued under a
                           statute of a state under the law of which  indication
                           of  a  security   interest  on  such  certificate  or
                           instrument  is required as a condition of  perfection
                           and (B) not subject to a purchase money Lien in favor
                           of another creditor which is permitted by SECTION 9.3
                           hereof  (collectively,  whether such  property is now
                           owned or hereafter  acquired,  "Certificate  of Title
                           Property"),  ON OR BEFORE JULY 26, 2000 the Borrowers
                           will deliver, and will cause each Subsidiary which is
                           a party to a Security  Agreement  to deliver,  to the
                           Agent  the  original  certificates  of title or other
                           comparable  instrument  for all  Certificate of Title
                           Property  owned by a Borrower or any such  Subsidiary
                           as of July 26,  2000.  The  Borrowers  agree that the
                           Agent shall engage  VINtek,  Inc.  ("VINtek")  as its
                           agent and custodial  administrator  to administer and
                           manage the  certificates of title or other comparable
                           documents and  accomplish  the perfection of liens in
                           favor of the Agent and the  Lenders  on behalf of the
                           Agent in the Certificate of Title Property,  pursuant
                           to a Custodial  Administration  Agreement dated as of
                           July 26,  2000 among the Agent,  the  Borrowers,  the


                                       24
<PAGE>

                           Guarantors, and VINtek (the "VINtek Agreement"),  and
                           that they shall  execute  and cause to be executed by
                           the    Guarantors    an   agreement   or   instrument
                           satisfactory  to VINtek and the Agent  granting power
                           of   attorney   to   VINtek   for  the   purpose   of
                           administering and managing such certificates of title
                           or other  comparable  documents and  perfecting  such
                           Liens. The Borrowers agree that all fees and expenses
                           of VINtek,  and all  filing  fees,  taxes,  and other
                           amounts  incurred in connection  with such perfection
                           and  administration  shall be paid by the  Borrowers.
                           The Agent and the Lenders  agree that upon request of
                           the  Agent  by  the  Borrowers,  and  subject  to the
                           consent  of the  Agent,  the Agent  will act and will
                           cooperate  with VINtek to effectuate a release of the
                           Lien of the Agent and the  Lenders  with  respect  to
                           certain  Certificate of Title Property which is to be
                           sold (subject to any mandatory prepayment  applicable
                           thereto under SECTION 2.3(B) and SECTION 2A.8).


                  (ii)     Upon  request by VINtek,  and NOT LATER THAN FIVE (5)
                           BUSINESS DAYS FOLLOWING  RECEIPT THEREOF BY EITHER OF
                           THE  BORROWERS  FROM  VINTEK,   the  Borrowers  shall
                           execute and deliver,  and will cause each  Subsidiary
                           which is a party to a Security  Agreement  to execute
                           and deliver,  to VINtek (i) all certificates of title
                           or other comparable  instruments which VINtek returns
                           or  delivers  to  the  Borrowers  and  instructs  the
                           Borrowers   to   execute   in  order  to   accomplish
                           perfection of the Liens on the  Certificate  of Title
                           Property in favor of the Agent for the benefit of the
                           Agent  and the  Lenders,  (ii) any  applications  for
                           notation of a security  interest or other  comparable
                           forms  required  in  conjunction  with  the  executed
                           certificates  of title to  accomplish  perfection  of
                           such Liens on the Certificate of Title Property which
                           VINtek  delivers to and  instructs  the  Borrowers to
                           execute or cause to be executed, and (iii) such other
                           certificates,  agreements,  notices or other items as
                           VINtek or the Agent deem  necessary  to perfect  such
                           Liens on the Certificate of Title Property.

                  (iii)    WITHIN  TWENTY (20) DAYS after the  acquisition  by a
                           Borrower  or any  Subsidiary  which  is a party  to a
                           Security   Agreement  of  any  Certificate  of  Title
                           Property  acquired after the date of Amendment No. 5,
                           the Borrowers  will,  and will cause each  Subsidiary
                           to: (a) execute such  certificate  of title as may be
                           required to  indicate  the  security  interest of the
                           Agent   thereon;   (b)   complete   and  execute  any
                           applications  for  notation of the  Agent's  security
                           interest or other  comparable  forms  required by the
                           applicable   state's  law  in  conjunction  with  the
                           executed  certificates  of title in order to  perfect
                           the Lien of the  Agent for the  benefit  of the Agent
                           and the Lenders in the Certificate of Title Property;
                           and (c) file at its expense the items in  subsections
                           (a) and (b),  along  with  such  other  certificates,
                           agreements, notices, or other comparable forms as may
                           be  necessary,   with  the  appropriate  Governmental
                           Authority in the applicable  jurisdiction in order to
                           perfect such Lien.

                                       25
<PAGE>

                  (iv)     The Borrower will cause the appropriate  Governmental
                           Authority  to  deliver  directly  to  VINtek,  or  if
                           delivered to a Borrower or any  Subsidiary,  cause to
                           be delivered to VINtek  WITHIN FIVE (5) BUSINESS DAYS
                           after   receipt    thereof   from   the   appropriate
                           Governmental  Authority by a Borrower or  Subsidiary,
                           either  the  original  certificate  of title with the
                           Agent's   Lien  noted   thereon  or  a  newly  issued
                           certificate  of title or  comparable  instrument,  as
                           applicable,  with the Agent's Lien noted thereon,  to
                           be managed and  administered  in accordance  with the
                           VINtek Agreement.

         (c) FIELD AUDIT.  The  Borrowers  further  acknowledge  and agree that,
prior to the Facility  Termination Date, the Agent and its  representatives  may
undertake  from time to time  further  field  audits  and/or  valuations  of the
inventory, equipment, accounts receivable, fixed assets, and field audits of the
internal  controls of the  Borrowers and the  Guarantors  and that the costs and
expenses of these  audits and  valuations  shall be paid by the  Borrowers.  The
Borrowers  agree to cooperate  and cause the  Guarantors  to cooperate  with the
Agent and its  representatives  to facilitate  completion of all such audits and
valuations.

         (n) Section 8.25 of the Credit Agreement is hereby amended and restated
in its entirety as follows:

         8.25 FINANCIAL ADVISOR.  The Borrowers shall at their expense engage on
or before August 31, 2000 and thereafter retain a financial  advisor  acceptable
to the Agent,  for the purpose of advising and  assisting  the  Borrowers in the
evaluation of possible sales of assets.

         (o)  The  first  line of text in  ARTICLE  IX of the  Credit  Agreement
following  the  headings  is hereby  amended by deleting  the phrase  "Revolving
Credit  Termination  Date" and substituting in lieu thereof the phrase "Facility
Termination Date."

         (p) Section 9.1 Of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.1      FINANCIAL COVENANTS.

                  (a) CAPITAL  EXPENDITURES.  Make or become  permitted  to make
         Capital  Expenditures  in excess of  $4,000,000 in the aggregate in any
         Fiscal  Year of Miller  ending  after April 30,  2000,  or in excess of
         $2,000,000 in any fiscal quarter ending on or after July 31, 2000 (on a
         non-cumulative  basis, with the effect that amounts not expended in any
         period may not be carried forward to any other period).

                  (b)  CONSOLIDATED  FUNDED TOTAL  INDEBTEDNESS  TO CONSOLIDATED
         EBITDA.  Permit the ratio of Consolidated  Funded Total Indebtedness to
         Consolidated  EBITDA to be greater than (i) 3.50 to 1.00 for the Fiscal
         Year ending  April 30, 2001 and (ii) 3.00 to 1.00 for any  Four-Quarter
         Period thereafter until the Facility Termination Date.

                                       26
<PAGE>

         (c) MINIMUM CONSOLIDATED EBITDA.  Permit Consolidated EBITDA to be less
than the following amounts for the following periods:
<TABLE>
<CAPTION>

                                                                     Consolidated EBITDA
                           Period                                   Must Not be Less Than
                           ------                                ------------------------
<S>                                                                    <C>
         Fiscal quarter ending July 31, 2000:                          $ 3,800,000

         Fiscal quarter ending October 31, 2000:                       $ 5,600.000

         Fiscal quarter ending January 31, 2001:                       $ 8,500,000

         Fiscal quarter ending April 30, 2001:                         $10,800,000
</TABLE>

         (q) Section 9.2 of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.2  ACQUISITIONS.   Enter  into  any  agreement,   contract,   binding
commitment  or  other  arrangement  providing  for,  or  otherwise  effect,  any
Acquisition,  or take any action to solicit the tender of  securities or proxies
in respect thereof in order to effect any Acquisition.

         (r) Section 9.3 of the Credit  Agreement is Hereby Amended and Restated
in Its Entirety as Follows:

         9.3 LIENS.  Incur,  create or permit to exist any Lien, charge or other
encumbrance of any nature  whatsoever with respect to any property or assets now
owned or  hereafter  acquired  by Miller or any  Subsidiary,  other  than  Liens
created in favor of the Agent and the Lenders  under the Loan  Documents and the
following (collectively, the "Permitted Liens"):

                  (a) Liens  existing  as of the date hereof and as set forth in
         SCHEDULE 7.7;

                  (b) Liens imposed by law for taxes,  assessments or charges of
         any  Governmental  Authority  for claims not yet due or which are being
         contested in good faith by appropriate proceedings diligently conducted
         and  with  respect  to which  adequate  reserves  or other  appropriate
         provisions are being maintained in accordance with GAAP and which Liens
         are not yet enforceable against other creditors;

                  (c)  statutory  Liens of  landlords  and  Liens  of  carriers,
         warehousemen,  mechanics, materialmen and other Liens imposed by law or
         created in the ordinary  course of business and in existence  less than
         90 days from the date of  creation  thereof  for amounts not yet due or
         which are being  contested  in good  faith by  appropriate  proceedings
         diligently  conducted  and with respect to which  adequate  reserves or
         other  appropriate  provisions are being  maintained in accordance with
         GAAP and which Liens are not yet enforceable against other creditors;

                                       27
<PAGE>

                  (d) Liens incurred or deposits made in the ordinary  course of
         business (including, without limitation, surety bonds and appeal bonds)
         in connection with workers'  compensation,  unemployment  insurance and
         other types of social security benefits or to secure the performance of
         tenders,  bids,  leases,  contracts  (other than for the  repayment  of
         Indebtedness),  statutory  obligations and other similar obligations or
         arising as a result of progress payments under government contracts;

                  (e)  purchase  money  Liens to secure  Indebtedness  permitted
         under SECTION  9.4(D) and incurred to purchase  fixed assets,  provided
         such  Indebtedness  represents not less than 75% and not more than 100%
         of the purchase price of such assets as of the date of purchase thereof
         and no  property  other  than the  assets  so  purchased  secures  such
         Indebtedness;

                  (f) Liens arising in connection with Capital Leases  permitted
         under  SECTION  9.4(D)  provided  that no such Lien shall extend to any
         Collateral or to any other  property  other than the assets  subject to
         such Capital Leases;

                  (g) Liens arising in connection with the Navistar  Consignment
         Agreement and the Navistar Intercreditor Agreement; and

                  (h) easements  (including  reciprocal  easement agreements and
         utility agreements),  rights-of-way, covenants, consents, reservations,
         encroachments, variations and zoning and other restrictions, charges or
         encumbrances  (whether or not recorded) affecting real property,  which
         do not interfere  materially with the ordinary  conduct of the business
         of Miller or any Subsidiary  and which do not  materially  detract from
         the value of the property to which they attach or materially impair the
         use thereof to Miller or any Subsidiary.

         (s) Section 9.4 of the Credit  Agreement is Hereby Amended and Restated
in Its Entirety as Follows:

         9.4  INDEBTEDNESS.  Incur,  create,  assume  or  permit  to  exist  any
Indebtedness,  howsoever  evidenced,  except  the  following  (collectively  the
"Permitted Indebtedness"):

                 (a) Indebtedness  existing as of the Closing Date as set forth
         in SCHEDULE  7.6;  PROVIDED the  outstanding  principal  amount of such
         Indebtedness  shall not at any time exceed $1,000,000 in the aggregate;
         and  PROVIDED,   FURTHER,   none  of  the  instruments  and  agreements
         evidencing or governing such Indebtedness shall be amended, modified or
         supplemented   after  the   Closing   Date  to  change   any  terms  of
         subordination,  repayment  or rights of  conversion,  put,  exchange or
         other  rights  from such terms and  rights as in effect on the  Closing
         Date;

                  (b)  Indebtedness   owing  to  the  Agent  or  any  Lender  in
         connection with this Agreement, any Note or other Loan Document;

                                       28
<PAGE>

                  (c) the  endorsement of negotiable  instruments for deposit or
         collection or similar transactions in the ordinary course of business;

                  (d) purchase money  Indebtedness  described in SECTION 9.3 and
         obligations  under  Capital  Leases in an  aggregate  principal  amount
         outstanding  at any time not to exceed the sum of (i) $300,000 and (ii)
         the aggregate  amount of purchase money  Indebtedness  and  obligations
         under Capital Leases existing as of the date of Amendment No. 5;

                  (e)  obligations of Miller  incurred in the ordinary course of
         business   consistent   with  past  practice   directly  or  indirectly
         guaranteeing  any trade account  Indebtedness  of any  Subsidiary in an
         aggregate amount not to exceed $1,000,000 outstanding at any time;

                  (f)      the Guaranty permitted hereunder of Guarantors; and

                  (g) any Debt Offering,  PROVIDED that the proceeds thereof are
         utilized to effect a mandatory prepayment as provided in SECTION 2.3(B)
         and SECTION 2A.8.

         (t) Section 9.5 of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.5 TRANSFER OF ASSETS.  Sell, lease,  transfer or otherwise dispose of
any assets of Miller or any Subsidiary other than:

                  (a)  dispositions  of  inventory  in the  ordinary  course  of
         business;

                  (b)  dispositions  of  property  that is  substantially  worn,
         damaged, obsolete or, in the judgment of Miller, no longer best used or
         useful in its business or that of any Subsidiary;

                  (c) transfers of assets necessary to give effect to investment
         or merger or consolidation  transactions  permitted by SECTIONS 9.6 and
         9.7; and

                  (d)  transfers  of  machinery  or  equipment  from Miller or a
         Subsidiary to any Foreign Subsidiary in the ordinary course of business
         consistent with past practice,  which machinery or equipment has a book
         value  which,  when  aggregated  with the  value of  transactions  with
         Foreign  Subsidiaries  permitted by clause (b) of SECTION 9.9, does not
         exceed $500,000 in any Fiscal Year;

                  (e) Asset  Dispositions  of a value not to exceed $200,000 for
         any one asset or $1,000,000 in the aggregate from the date of Amendment
         No.  5 for  which  there is made a  mandatory  prepayment  pursuant  to
         SECTION 2.3(B) and SECTION 2A.8; and

                  (f) Asset Dispositions of Designated Assets for which there is
made a mandatory prepayment pursuant to SECTION 2.3(B) and SECTION 2A.8.

                                       29
<PAGE>

         (u) Section 9.6 Of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.6  INVESTMENTS.  Purchase,  own,  invest  in  or  otherwise  acquire,
directly or indirectly, any stock or other securities, or make any investment or
permit to exist any interest  whatsoever  in any other Person or permit to exist
any loans or advances to any Person, except that Miller and its Subsidiaries may
maintain investments or invest in:

                  (a)      Eligible Securities;

                  (b) investments,  including joint ventures, existing as of the
         date hereof and as set forth in SCHEDULE 7.4;

                  (c) accounts  receivable  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;

                  (d) investments in Miller Towing or in Guarantors;

                  (e) loans and advances to employees in the ordinary  course of
         business of Miller in an aggregate  amount  outstanding at any one time
         not to exceed $200,000; and

                  (f)  investments  in  conditional  sales  contracts or finance
         leases owned by Miller  Financial and originated in connection with the
         financing  by Miller  Financial  of sales of  inventory in the ordinary
         course of business consistent with past practice.

         (v) Section 9.7 of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.7 MERGER OR  CONSOLIDATION.  (a)  Consolidate  with or merge into any
other  Person,  or (b)  permit  any  other  Person to merge  into it;  PROVIDED,
HOWEVER, (i) any Domestic Subsidiary of Miller may merge into or transfer all or
substantially  all of its assets into or consolidate with Miller,  Miller Towing
or any other wholly owned Guarantor,  and (ii) any Foreign  Subsidiary may merge
into or transfer all or  substantially  all of its assets to or consolidate with
Miller or any other Subsidiary.

         (w) Section 9.8 of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

         9.8 RESTRICTED  PAYMENTS.  Make any Restricted  Payment or apply or set
apart any of their assets therefor or agree to do any of the foregoing.

         (x) Section 9.17 of the Credit Agreement is hereby amended and restated
in its entirety as follows:

                                       30
<PAGE>

         9.18 PREPAYMENTS,  ETC. OF INDEBTEDNESS.  (a) Prepay, redeem, purchase,
defease or otherwise  satisfy  prior to the  scheduled  maturity  thereof in any
manner,  or make any payment in  violation  of any  subordination  terms of, any
Indebtedness.

         (b) amend,  modify or change in any manner any term or condition of any
Indebtedness  described  in  SECTION  9.4(A)  or any lease so that the terms and
conditions  thereof are less  favorable  to the Agent and the  Lenders  than the
terms of such Indebtedness or leases as of the Closing Date.

         (y)  Section  10.1(C) of the Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

         (c) if default  shall be made in the  performance  or observance of any
covenant set forth in SECTION 2.3(B),  2.12, 8.7, 8.11,  8.12, 8.19, 8.22, 8.24,
8.25 or ARTICLE IX; or

         (Z) SECTION 12.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED
IN ITS ENTIRETY AS FOLLOWS:

         12.1 ASSIGNMENTS AND PARTICIPATIONS.  (a) Each Lender may assign to one
or more Eligible  Assignees all or a portion of its rights and obligations under
this Agreement  (including,  without limitation,  all or a portion of its Loans,
its  Notes,  its Term Loan  Commitment  and its  Revolving  Credit  Commitment);
PROVIDED, however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another  Lender or
an assignment of all of a Lender's rights and obligations  under this Agreement,
any such partial  assignment  shall be in an amount at least equal to $5,000,000
or an integral  multiple of $5,000,000 (or, if less, the entire remaining amount
of the  total  of such  Lender's  Revolving  Credit  Commitment  and  Term  Loan
Commitment) in excess thereof;

                  (iii) each such assignment by a Lender shall be of a constant,
and not varying,  percentage of all of its rights and obligations under the Term
Loan Facility,  Revolving  Credit Facility and Letter of Credit Facility and the
Notes; and

                  (iv) the parties to such assignment  shall execute and deliver
to the Agent for its  acceptance  an  Assignment  and  Acceptance in the form of
EXHIBIT B hereto,  together  with any Notes  subject  to such  assignment  and a
processing  fee of  $3,500;  PROVIDED,  that  in  the  case  of  contemporaneous
assignments  by a Lender to more than one fund managed by or advised by the same
investment advisor (which funds are not then Lenders  hereunder),  only a single
$3,500  fee  shall be  payable  for all such  contemporaneous  assignments;  and
PROVIDED FURTHER,  that no such fee shall be payable by any Lender in connection
with the original issue of the Notes on the Closing Date.

                                       31
<PAGE>

         Upon  execution,   delivery  and  acceptance  of  such  Assignment  and
Acceptance,  the assignee  thereunder shall be a party hereto and, to the extent
of such  assignment,  have the  obligations,  rights,  and  benefits of a Lender
hereunder and the  assigning  Lender  shall,  to the extent of such  assignment,
relinquish its rights and be released from its obligations under this Agreement.
Upon the consummation of any assignment pursuant to this Section,  the assignor,
the Agent and the  Borrowers  shall make  appropriate  arrangements  so that, if
required, new Notes are issued to the assignor and the assignee. If the assignee
is not  incorporated  under the laws of the United  States of America or a state
thereof,  it shall deliver to the Borrowers  and the Agent  certification  as to
exemption from deduction or withholding of Taxes in accordance with SECTION 5.6.

         (b) The Agent shall maintain at its address referred to in SECTION 12.2
a copy of each  Assignment and Acceptance  delivered to and accepted by it and a
register for the  recordation  of the names and addresses of the Lenders and the
Revolving Credit Commitment and Term Loan Commitment of, and principal amount of
the Loans owing to, each Lender from time to time (the "REGISTER").  The entries
in the  Register  shall be  conclusive  and  binding  for all  purposes,  absent
manifest  error,  and the  Borrowers,  the Agent and the  Lenders may treat each
Person  whose name is recorded in the  Register  as a Lender  hereunder  for all
purposes of this  Agreement.  The Register  shall be available for inspection by
the  Borrowers or any Lender at any  reasonable  time and from time to time upon
reasonable prior notice.

         (c) Upon its receipt of an Assignment  and  Acceptance  executed by the
parties  thereto,  together with any Note subject to such assignment and payment
of the processing  fee, the Agent shall,  if such  Assignment and Acceptance has
been completed and is in substantially the form of EXHIBIT B hereto,  (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the parties thereto.

         (d) Each Lender may sell  participations  at its expense to one or more
Persons in all or a portion of its rights and  obligations  under this Agreement
(including all or a portion of its Revolving  Credit  Commitment,  its Term Loan
Commitment, or its Loans); PROVIDED, HOWEVER, that (i) such Lender's obligations
under this  Agreement  shall  remain  unchanged,  (ii) such Lender  shall remain
solely  responsible  to the other  parties  hereto for the  performance  of such
obligations, (iii) the Borrowers shall continue to deal solely and directly with
such Lender in connection with such Lender's  rights and obligations  under this
Agreement,  and  such  Lender  shall  retain  the  sole  right  to  enforce  the
obligations of the Borrowers  relating to its Loans and its Notes and to approve
any amendment,  modification or waiver of any provision of this Agreement (other
than amendments,  modifications or waivers decreasing the amount of principal of
or the rate at which  interest is payable on such Loans or Notes,  extending any
scheduled  principal  payment  date or date fixed for the payment of interest on
such Loans or Notes, or extending its Revolving  Credit  Commitment or Term Loan
Commitment)  and  (iv) the sale of any such  participation  which  requires  the
Borrowers to file a  registration  statement  with  federal or state  regulatory
authorities shall not be permitted.


         (e)  Notwithstanding  any other  provision set forth in this Agreement,
any Lender may at any time assign and pledge all or any portion of its Loans and
its  Notes to any  Federal  Reserve  Bank as  collateral  security  pursuant  to
Regulation A and any Operating  Circular issued by such Federal


                                       32
<PAGE>

Reserve Bank.  No such  assignment  shall release the assigning  Lender from its
obligations hereunder.

         (f) Any Lender may furnish any information  concerning Miller or any of
its Subsidiaries in the possession of such Lender from time to time to assignees
and participants  (including  prospective assignees and participants) so long as
such Lender shall require in writing (which writing names the Borrowers as third
party  beneficiaries  thereof) any such assignee or  participant  or prospective
assignee or  participant  to maintain  the  confidentiality  of any  information
delivered to it which is not publicly available.

         (g) The  Borrowers  may not  assign,  nor shall they  cause,  suffer or
permit any Guarantor to assign, any rights,  powers, duties or obligations under
this Agreement or the other Loan Documents  without the prior written consent of
all the Lenders.

                  (aa) SECTION 12.6 OF THE CREDIT AGREEMENT is hereby amended by
adding at the beginning of clause (v) thereof the following  phrase,  "except as
otherwise provided for herein,"

                  (bb) A NEW  SECTION  12.6A  IS  HEREBY  ADDED  TO  THE  CREDIT
AGREEMENT IMMEDIATELY FOLLOWING SECTION 12.6 WHICH SHALL READ AS FOLLOWS:

         12.6A. RELEASE OF LIENS. The Agent is hereby authorized, at the request
and  expense  of the  Borrowers,  (a) to  release  the Liens  arising  under the
Security  Instruments as may be necessary to effectuate any Asset Disposition or
Debt Offering otherwise permitted hereunder,  and (b) to release any Guaranty of
any Subsidiary all or  substantially  all of the capital stock of which or other
equity  interests  in which are  being  sold in an Asset  Disposition  otherwise
permitted hereunder.

                  (cc) EXHIBIT A TO THE CREDIT  AGREEMENT IS HEREBY  AMENDED AND
RESTATED  IN  ITS  ENTIRETY  AS  SET  FORTH  ON  ANNEX  I  ATTACHED  HERETO  AND
INCORPORATED HEREIN BY REFERENCE.

                  (dd) EXHIBIT B TO THE CREDIT  AGREEMENT IS HEREBY  AMENDED AND
RESTATED  IN ITS  ENTIRETY  AS  SET  FORTH  ON  ANNEX  II  ATTACHED  HERETO  AND
INCORPORATED HEREIN BY REFERENCE.

                  (ee) EXHIBIT G TO THE CREDIT  AGREEMENT IS HEREBY  AMENDED AND
RESTATED  IN ITS  ENTIRETY  AS SET  FORTH  ON  ANNEX  III  ATTACHED  HERETO  AND
INCORPORATED HEREIN BY REFERENCE.

                  (ff) EXHIBIT J-1 TO THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED  IN ITS  ENTIRETY  AS  SET  FORTH  ON  ANNEX  IV  ATTACHED  HERETO  AND
INCORPORATED HEREIN BY REFERENCE.

                  (gg) EXHIBIT  J-3, IN THE FORM OF ANNEX V ATTACHED  HERETO AND
INCORPORATED HEREIN BY REFERENCE, IS MADE A PART OF THE CREDIT AGREEMENT.

                  (hh) EXHIBIT M TO THE CREDIT  AGREEMENT IS HEREBY  AMENDED AND
RESTATED  IN ITS  ENTIRETY  AS  SET  FORTH  ON  ANNEX  VI  ATTACHED  HERETO  AND
INCORPORATED HEREIN BY REFERENCE.

                                       33
<PAGE>

                  (ii) EXHIBIT N, IN THE FORM OF ANNEX VII  ATTACHED  HERETO AND
INCORPORATED HEREIN BY REFERENCE, IS MADE A PART OF THE CREDIT AGREEMENT.

                  (jj) SCHEDULE 8.24 TO THE CREDIT  AGREEMENT IS HEREBY  AMENDED
AND  RESTATED  IN ITS  ENTIRETY AS SET FORTH ON ANNEX VIII  ATTACHED  HERETO AND
INCORPORATED HEREIN BY REFERENCE.

         3. CONTINUING  EFFECT OF LOAN DOCUMENTS.  (a) Each Guarantor hereby (i)
consents and agrees to the  amendments to the Credit  Agreement set forth herein
and (ii)  confirms  its  joint  and  several  guarantee  of  payment  of all the
Guarantors' Obligations pursuant to the Guaranty.

         (b) Each of the Borrowers and Guarantors  hereby  acknowledge and agree
that each of the Security  Instruments  (i) remains in full force and effect and
is hereby  reaffirmed,  (ii)  continues to secure all of the  Obligations of the
Borrowers  and  the  Guarantors'   Obligations  pursuant  to  the  Guaranty,  as
applicable,  and (iii) notwithstanding  anything to the contrary in any Security
Instrument, shall remain in effect until the Facility Termination Date.

         4.  REPRESENTATIONS  AND  WARRANTIES.  Each  of  the  Borrowers  hereby
certifies that:

                  a. The representations and warranties made by the Borrowers in
         ARTICLE  VII of the  Credit  Agreement  are  true  and  correct  in all
         material respects on and as of the date hereof, with the same effect as
         though  such  representations  and  warranties  were  made on the  date
         hereof,  except that the  financial  statements  referred to in SECTION
         7.6(A) shall be those most recently  furnished to each Lender  pursuant
         to SECTIONS 8.1(A) AND (B) of the Credit Agreement.

                  b. The  Borrowers  and each  Subsidiary  have  the  power  and
         authority  to execute and perform  this  Amendment  Agreement  and have
         taken all  action  required  for the  lawful  execution,  delivery  and
         performance thereof.

                  c. There has been no material  adverse change in the business,
         properties, prospects, operations or condition, financial or otherwise,
         of  Miller  and its  Subsidiaries  since  the date of the  most  recent
         financial  reports of Miller  received by each Lender under SECTION 8.1
         of the Agreement; and

                  d. No event has occurred and no condition exists which has not
         been  waived  which,   upon  the   consummation   of  the   transaction
         contemplated  hereby,  will constitute a Default or an Event of Default
         on the part of the  Borrowers  under the Credit  Agreement or any other
         Loan  Document  either  immediately  or with  the  lapse of time or the
         giving of notice, or both.

         5. CONDITIONS TO  EFFECTIVENESS.  This Amendment shall not be effective
until the Agent has received to its satisfaction each of the following:

                                       34
<PAGE>

                  a. five (5) counterparts of this Amendment  Agreement executed
         by the Borrowers, the Guarantors, the Agent and the Lenders;

                  b. the duly  executed  (i) amended and  restated  Notes in the
         form of  EXHIBITS  J- 1 to the  Credit  Agreement  with  respect to the
         Revolving  Credit  Facility,  issued  in  substitution  for  and  as  a
         modification of the Notes issued prior to the date hereof, and (ii) new
         Notes  in the  form of Annex V hereto  with  respect  to the Term  Loan
         Facility;

                  c. a Borrowing  Base  Certificate  calculated  with respect to
         values as of June 30, 2000,  except in the case of the values of assets
         of Road One, Inc. and its  Subsidiaries  which shall be calculated with
         respect  to values  as of May 31,  2000,  which  shall  constitute  the
         Borrowing Base Certificate until July 31, 2000;

                  d. an opinion of counsel to the Borrowers  and the  Guarantors
         acceptable to the Agent with respect to the Amendment and the Notes;

                  e.  payment of all fees then due to the Agent and the  Lenders
         in  connection  with the  execution  and  delivery  of this  Amendment,
         including  but not  limited  to (i) an upfront  amendment  fee equal to
         0.50% of $140,000,000 (the sum of the Total Revolving Credit Commitment
         PLUS the Total Term Loan Commitment)  payable to the Agent, for the pro
         rata  benefit  of the  Lenders  based  on their  Applicable  Commitment
         Percentages, and (ii) fees and expenses of counsel to the Agent and the
         Lenders;

                  f. delivery by the Borrowers of the documents and  instruments
         described  in SECTION 8.24 of the Credit  Agreement  and required to be
         delivered on or prior to the date hereof;

                  g.   a   fully   executed   counterpart   of   the   Custodial
         Administration Agreement among Borrowers, Guarantors, VINtek, Inc., and
         the Agent;

                  h. a fully  executed  agreement or instrument by the Borrowers
         and Guarantors  granting power of attorney to VINtek,  Inc, in form and
         substance  satisfactory  to VINtek  and the Agent,  for the  purpose of
         performing   its   obligations   under  the  Custodial   Administration
         Agreement;

                  i.  a  certificate  from  the  Borrowers  and  the  Guarantors
         certifying as to:

                           (i)      Articles of Incorporation (certified)
                           (ii)     Bylaws
                           (iii)    Resolutions   of  the  Board  of   Directors
                                    authorizing  the  execution,  delivery,  and
                                    performance of this Amendment, including the
                                    Term Loan  Facility,  and the agreements and
                                    instruments  described in clauses (b),  (g),
                                    (h), (j) and (k);

                  j.   execution  by  the  Borrowers  of  one  or  more  lockbox
         agreements,  and any documents  related thereto or deemed  necessary by
         the  Agent  in  conjunction  therewith



                                       35
<PAGE>

         (collectively,   the  "Lockbox  Agreements"),  in  form  and  substance
         satisfactory  to  the  Agent;  PROVIDED,  HOWEVER,  that  such  Lockbox
         Agreements  shall not be deemed  delivered  until the  occurrence of an
         Event of Default;

                  k. such  other  documents,  instruments  and  certificates  as
         reasonably requested by the Agent.


         6. ENTIRE  AGREEMENT.  This  Amendment  Agreement sets forth the entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise,  condition,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and  not  one of  them  has  relied  on any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as  otherwise  expressly  stated  herein,  no  representations,   warranties  or
commitments,  express or implied, have been made by any party to the other. None
of the terms or conditions of this Amendment Agreement may be changed, modified,
waived or canceled  orally or  otherwise,  except by writing,  signed by all the
parties hereto, specifying such change, modification,  waiver or cancellation of
such terms or conditions, or of any preceding or succeeding breach thereof.

         7. FULL FORCE AND EFFECT OF  AGREEMENT.  Except as hereby  specifically
amended,  modified or  supplemented,  the Credit  Agreement and all of the other
Loan  Documents  are hereby  confirmed  and  ratified in all  respects and shall
remain in full force and effect according to their respective terms.

         8.  COUNTERPARTS.  This  Amendment  Agreement may be executed in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

         9. GOVERNING LAW. This Agreement  shall in all respects be governed by,
and construed in accordance with, the laws of the State of Georgia.

         10.  ENFORCEABILITY.  Should any one or more of the  provisions of this
Amendment  Agreement be determined to be illegal or  unenforceable  as to one or
more of the parties  hereto,  all other  provisions  nevertheless  shall  remain
effective and binding on the parties hereto.

         11. CREDIT  AGREEMENT.  All  references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement as amended hereby.

         12.  RELEASE.  Borrowers and Guarantors  acknowledge  that they have no
existing defense, counterclaim, offset, cross-complaint,  claim or demand of any
kind or nature whatsoever that can be asserted to reduce or eliminate all or any
part of their respective  liability to pay in full the indebtedness  outstanding
under the  Credit  Agreement  and the Notes and the  other  Loan  Documents.  In
consideration  for the  execution of this  Amendment  Agreement,  Borrowers  and
Guarantors do hereby release and forever discharge the Agent and the Lenders and
all of their officers, directors,



                                       36
<PAGE>

employees and agents from any and all actions,  causes of action,  debts,  dues,
claims,  demands,  liabilities and obligations of every kind and nature, both in
law and equity,  known or unknown,  which might be asserted against the Agent or
the Lenders based on actions or events occurring on or prior to the date of this
Amendment  Agreement.  This  release  applies to all  matters  arising out of or
relating to the Credit  Agreement and the other Loan  Documents and the lending,
deposit and borrowing relationships between the Borrowers,  the Guarantors,  the
Agent and the Lenders,  including  the  administration,  collateralization,  and
funding thereof.

         13.  NO  NOVATION.   This  Agreement  is  given  as  an  amendment  and
modification  of, and not as a payment of, the Obligations of the Borrower under
the Credit  Agreement and is not intended to constitute a novation of the Credit
Agreement.  All of the  indebtedness,  liabilities and obligations  owing by the
Borrower under the Credit Agreement (i) evidenced by the Notes shall continue to
be  evidenced  by either new Notes or amended and  restated  Notes issued by the
Borrower  hereunder  in  substitution  for,  and not payment or novation of, the
Notes and (ii) shall  continue to be secured by the  "Collateral"  as defined in
the  Credit  Agreement  and  the  Borrower  acknowledges  and  agrees  that  the
"Collateral"  as defined in the  Existing  Credit  Agreement  shall  continue to
constitute  "Collateral" hereunder and remains subject to a security interest in
favor of the Agent for the  benefit of itself and the  Lenders and to secure the
liabilities  of the Borrower  re-evidenced  by this Agreement and the other Loan
Documents.

         14. DEFAULT WAIVER.  Effective as of the date hereof, the Agent and the
Lenders  hereby  waive  any  Default  or Event  of  Default  resulting  from any
violation  by the  Borrowers  of any  provision  of  SECTION  9.1 of the  Credit
Agreement for the reporting  period of the Borrowers ending April 30, 2000. This
waiver shall be a one-time  waiver  covering the period ended April 30, 2000 and
shall in no way serve to waive any  obligations  of the Borrowers  other than as
expressly set forth above.

         15. EFFECTIVE DATE OF AMENDMENT.  This Amendment Agreement is effective
as of the date  hereof,  PROVIDED  that the  amendment  and  restatement  of the
definition of "Stated  Termination  Date" contained in SECTION 2(B) hereof shall
be effective as of April 30, 2000.

         16. SUCCESSORS AND ASSIGNS.  This Amendment  Agreement shall be binding
upon and inure to the  benefit of each of the  Borrowers,  the  Lenders  and the
Agent and  their  respective  successors,  assigns  and  legal  representatives;
PROVIDED,  however, that the Borrowers,  without the prior consent of the Agent,
may not assign any rights, powers, duties or obligations hereunder.

         17.  EXPENSES.  The Borrowers  agree to pay to the Agent all reasonable
costs and  expenses  (including  without  limitation  legal  fees and  expenses)
incurred or arising in connection  with the  negotiation and preparation of this
Amendment Agreement.

                                       37
<PAGE>

         18. LENDERS. Each of the financial  institutions  signatory hereto as a
Lender (and each other  financial  institution  which may hereafter  execute and
deliver an  instrument  of  assignment  pursuant  to SECTION  12.1 of the Credit
Agreement  ) shall be deemed a "Lender"  and party to the Credit  Agreement  and
other Loan Documents and shall be entitled to all rights and benefits  described
therein,  be bound by the  provisions  thereof and perform all  obligations as a
Lender thereunder.

                            [SIGNATURE PAGES FOLLOW.]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to Credit Agreement to be duly executed by their duly authorized  officers,  all
as of the day and year first above written.

                                   BORROWERS:

                                    MILLER INDUSTRIES, INC.


                                    By:   /s/ J. Vince Mish
                                    Name: J. Vince Mish
                                    Title: VP


                                    MILLER INDUSTRIES TOWING EQUIPMENT INC.


                                    By:   /s/ J. Vince Mish
                                    Name: J. Vince Mish
                                    Title: VP

                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 1 OF 6
<PAGE>


                                   GUARANTORS:

                                     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.
                                     APACO, INC.
                                     APPLE TOWING CO., INC.
                                     ARROW WRECKER SERVICE, INC.
                                     A TO Z ENTERPRISES, INC.
                                     B&B ASSOCIATED INDUSTRIES, INC.
                                     B-G TOWING, INC.
                                     BEAR TRANSPORTATION, INC.
                                     BEATY TOWING & RECOVERY, INC.
                                     BERT'S TOWING RECOVERY
                                           CORPORATION
                                     BILL GERLOCK TOWING CO.
                                     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.
                                     CEDAR BLUFF 24 HOUR TOWING, INC.
                                     CENTRAL VALLEY TOWING, INC.
                                     CENTURY HOLDINGS, INC.
                                     CHAD'S, INC.
                                     CHAMPION CARRIER CORPORATION
                                     CHEVRON, INC.
                                     CHICAGO METRO SERVICES, INC.
                                     CLARENCE CORNISH AUTOMOTIVE SERVICE, INC.
                                     CLEVELAND VEHICLE DETENTION CENTER, INC.
                                     COLEMAN'S TOWING & RECOVERY, INC.
                                     COMPETITION WHEELIFT, INC.
                                     D.A. HANELINE, INC.
                                     DVR TOWING & RECOVERY, INC.




                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 2 OF 6

<PAGE>

                                     DICK'S TOWING & ROAD SERVICE, INC.
                                     DOLLAR ENTERPRISES, INC.
                                     ON'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.
                                     GOLDEN WEST TOWING EQUIPMENT,
                                              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.
                                     JENKINS WRECKER SERVICE, INC.
                                     JENNINGS ENTERPRISES, INC.
                                     KAUFF'S, INC.
                                     KAUFF'S OF FT. PIERCE, INC.
                                     KAUFF'S OF MIAMI, INC.
                                     KAUFFS OF PALM BEACH, INC.
                                     KEN'S TOWING, INC.
                                     KING AUTOMOTIVE & INDUSTRIAL
                                              EQUIPMENT, INC.
                                     LANCE WRECKER SERVICE, INC.
                                     LAZER TOW SERVICES, INC.
                                     LEVESQUE'S AUTO SERVICE, INC.
                                     LEWIS WRECKER SERVICE, INC.
                                     LINCOLN TOWING ENTERPRISES, INC.
                                     M&M TOWING AND RECOVERY, INC.
                                     MAEJO, INC.
                                     MEL'S ACQUISITION CORP.
                                     MERL'S TOWING SERVICE, INC.
                                     MID AMERICA WRECKER & EQUIPMENT
                                              SALES, INC. OF COLORADO
                                     MIKE'S WRECKER SERVICE, INC.
                                     MILLER FINANCIAL SERVICES GROUP, INC.
                                     MILLER/GREENEVILLE, INC.
                                     MILLER INDUSTRIES DISTRIBUTING, INC.


                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 3 OF 6

<PAGE>

                                     MILLER INDUSTRIES INTERNATIONAL,
                                              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.
                                     PETE'S A TOWING, INC.
                                     PIPES ENTERPRISES, INC.
                                     PRO-TOW, INC.
                                     PULLEN'S TRUCK CENTER, INC.
                                     PURPOSE, 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.
                                     RETRIEVER TOWING, INC.
                                     ROAD BUTLER, 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.
                                     RONNY MILLER WRECKER SERVICE INC.
                                     SANDY'S AUTO & TRUCK SERVICE, INC.
                                     SAKSTRUP TOWING, INC.
                                     SONOMA CIRCUITS, INC.
                                     SOUTHERN WRECKER CENTER, INC.
                                     SOUTHERN WRECKER SALES, 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.


                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 4 OF 6

                                     TEXAS TOWING CORPORATION
                                     THOMPSON'S WRECKER SERVICE, INC.
                                     TOW PRO CUSTOM TOWING & HAULING, INC.
                                     TREASURE COAST TOWING, INC.
                                     TRUCK SALES & SALVAGE CO., 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/ J. Vince Mish
                                      Name: J. Vince Mish
                                      Title: Attorney-in-fact


                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 5 OF 6
<PAGE>


                                      AGENT AND LENDERS:

                                      BANK OF AMERICA, N.A.
                                      SUCCESSOR TO NATIONSBANK, N.A.,
                                      as Agent for the Lenders and as a Lender

                                      By: /s/ Sybil H. Weldon
                                      Name: Sybil H. Weldon
                                      Title: Senior Vice President




                                      WACHOVIA BANK, N.A.

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



                                      AMSOUTH BANK, FORMERLY KNOWN AS
                                      FIRST AMERICAN NATIONAL BANK

                                      By:   /s/ P. Ryma Murphy
                                      Name: P. Ryma Murphy
                                      Title: S.R. V.P.


                                      SUNTRUST BANK

                                       By: /s/ Jon C. Long
                                       Name: Jon C. Long
                                       Title: Vice President


                      AMENDMENT NO. 5 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 6 OF 6
<PAGE>



                                     ANNEX I

                                  NEW EXHIBIT A

                                    EXHIBIT A

                        Applicable Commitment Percentages

<TABLE>
<CAPTION>


Lender                                   Revolving               Term                        Applicable
------                                     Credit                 Loan                       Commitment
                                         Commitment            Commitment                    Percentage
                                         ----------            ----------                    ----------

<S>                                 <C>                   <C>                              <C>
Bank of America, N.A                $   62,428,571.43     $   13,571,428.57                54.2857142857%

Wachovia Bank, N.A                  $   19,714,285.71     $    4,285,714.29                17.1428571429%

AmSouth Bank, f/k/a
First American National Bank        $   16,428,571.43     $    3,571,428.57                14.2857142857%

SunTrust Bank                       $   16,428,571.43     $    3,571,428.57                14.2857142857%
</TABLE>

<PAGE>


                                    ANNEX II

                                  NEW EXHIBIT B

                        Form of Assignment and Acceptance

                                             DATED                ,
                                                   ---------------  ----

         Reference is made to the Credit  Agreement dated as of January 30, 1998
(as from time to time amended,  restated,  supplemented,  modified, or replaced,
the  "Agreement")  among  MILLER  INDUSTRIES,   INC.,  a  Tennessee  corporation
("Miller"),  MILLER  INDUSTRIES  TOWING  EQUIPMENT INC., a Delaware  Corporation
("Miller Towing," and together with Miller,  the  "Borrowers"),  the Lenders (as
defined in the Agreement),  and Bank of America, N.A., successor to NationsBank,
National  Association,  as Agent for the  Lenders  ("Agent").  Unless  otherwise
defined  herein,  terms  defined in the  Agreement are used herein with the same
meanings.

         The "Assignor"  and the  "Assignee"  referred to on Schedule 1 agree as
follows:

         1. The  Assignor  hereby  sells and  assigns to the  Assignee,  WITHOUT
RECOURSE and without  representation  or warranty  except as expressly set forth
herein,  and the Assignee  hereby  purchases and assumes from the  Assignor,  an
interest  in and to the  Assignor's  rights  and  obligations  under the  Credit
Agreement  and the  other  Loan  Documents  as of the date  hereof  equal to the
percentage  interest  in the  Term  Loan  Commitment  and the  Revolving  Credit
Commitment  specified  on  SCHEDULE  1.  After  giving  effect  to such sale and
assignment,  the Assignee's Revolving Credit Commitment and Term Loan Commitment
and the  amount  of the  Loans  owing to the  Assignee  will be as set  forth on
SCHEDULE 1.

         2. The Assignor (i)  represents  and warrants  that 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 adverse claim; (ii) makes no representation or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or  representations  made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the Loan  Documents or any other  instrument  or document  furnished
pursuant  thereto;  (iii) makes no  representation  or  warranty  and assumes no
responsibility  with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations  under the
Loan Documents or any other instrument or document  furnished  pursuant thereto;
and (iv)  attaches the Notes held by the  Assignor  and requests  that the Agent
exchange  such Notes for new Notes  payable to the order of the  Assignee  in an
amount  equal to the  Revolving  Credit  Commitment  and Term  Loan  Commitment,
respectively,  assumed by the Assignee pursuant hereto and to the Assignor in an
amount  equal  to the  Revolving  Credit  Commitment  and Term  Loan  Commitment
retained by the Assignor, if any, as specified on SCHEDULE 1.

         3. The Assignee (i) confirms  that it has received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
SECTION 8.1 thereof and such other  documents and  information  as it has deemed
appropriate  to make its own credit  analysis  and  decision


                                       B-1
<PAGE>

to  enter  into  this  Assignment  and  Acceptance;  (ii)  agrees  that it will,
independently  and without  reliance  upon the Agent,  the Assignor 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  the  Credit  Agreement;  (iii)  confirms  that it is an  Eligible
Assignee; (iv) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are  delegated to the Agent by the terms  thereof,  together with such powers
and discretion as are  reasonably  incidental  thereto;  (v) agrees that it will
perform in accordance with their terms all of the obligations  that by the terms
of the Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service or other forms required under SECTION
5.6.

         4. Following the execution of this Assignment and  Acceptance,  it will
be delivered to the Agent for acceptance and recording by the Agent and approval
by Miller if required  under the Credit  Agreement.  The effective date for this
Assignment and Acceptance (the "EFFECTIVE DATE") shall be the date of acceptance
hereof  by the Agent  and  approval  by  Miller  if  required  under the  Credit
Agreement, unless otherwise specified on SCHEDULE 1.

         5. Upon such  acceptance  and  recording  by the Agent and  approval by
Miller if required under the Credit Agreement, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this  Assignment  and  Acceptance,  have the rights and  obligations of a Lender
thereunder  and  (ii)  the  Assignor  shall,  to the  extent  provided  in  this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

         6. Upon such  acceptance  and  recording  by the Agent and  approval by
Miller if  required  under the Credit  Agreement,  from and after the  Effective
Date, the Agent shall make all payments under the Credit Agreement and the Notes
in respect of the interest assigned hereby (including,  without limitation,  all
payments of principal, interest and commitment fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all  appropriate  adjustments in
payments  under the  Credit  Agreement  and the Notes for  periods  prior to the
Effective Date directly between themselves.

         7. This  Assignment and Acceptance  shall be governed by, and construed
in accordance with, the laws of the State of Georgia.

         8. This  Assignment  and  Acceptance  may be  executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart of SCHEDULE 1 to this  Assignment  and  Acceptance by  telefacsimile
shall be  effective  as  delivery  of a manually  executed  counterpart  of this
Assignment and Acceptance.


                                      B-2
<PAGE>


         IN WITNESS  WHEREOF,  the Assignor  and the  Assignee  have caused this
Assignment and Acceptance and SCHEDULE 1 to this Assignment and Acceptance to be
executed by their officers  thereunto  duly  authorized as of the date specified
thereon.

                         [NAME OF ASSIGNOR], as Assignor


                          By:
                             -----------------------------------------------
                          Title:

                          Dated:            , 20 _
                                 -----------



                         [NAME OF ASSIGNEE], as Assignee


                          By:
                             ------------------------------------------------
                          Title:

                          Lending Office:




Accepted [and Approved] *
this ___ day of ___________, 20 _

BANK OF AMERICA, N.A., as Agent


By:
   -----------------------------
Title:


[Approved this ____ day
of ____________, 20__

MILLER INDUSTRIES, INC.

By:                         ]*
   ------------------------
Title:

* Required if the  Assignee is an Eligible  Assignee  solely by reason of clause
(iii) of the definition of "Eligible Assignee".


                                      B-3
<PAGE>


                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE

a. Revolving Credit Facility:
<TABLE>
<CAPTION>
         <S>                                                                            <C>
         Percentage interest of Revolving Credit Commitment assigned:  ________%

         Assignee's Revolving Credit Commitment:                                        $_______
         Aggregate outstanding principal amount of
         Revolving Loans assigned:                                                      $_______

         Principal amount of Revolving Note payable
           to Assignee:                                                                 $_______

         Principal amount of Revolving Note payable
           to Assignor:                                                                 $_______


b. Term Loan Facility

         Percentage interest of Term Loan Commitment assigned:                          ________%

         Assignee's Term Loan Commitment:                                               $_______
         Aggregate outstanding principal amount of
         Term Loans assigned:                                                           $_______

         Principal amount of Term Note payable
           to Assignee:                                                                 $_______

         Principal amount of Term Note payable
           to Assignor:                                                                 $_______



         Effective Date (if other than date
            of acceptance by Agent):                                                    _______, 20__
</TABLE>

                                      B-4
<PAGE>



                                    ANNEX III

                                  NEW EXHIBIT G

                     Form of Interest Rate Selection Notice

To:      Bank of America, N.A.,
         as Agent
         Independence Center, 15th Floor
         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention:  Agency Services
         Telefacsimile:  (704) 388-9436

            Reference is hereby made to the Credit Agreement dated as of January
30, 1998 among  MILLER  INDUSTRIES,  INC., a Tennessee  corporation  ("Miller"),
MILLER  INDUSTRIES  TOWING  EQUIPMENT  INC.,  a  Delaware  corporation  ("Miller
Towing," and together with Miller, the "Borrowers"),  the Lenders (as defined in
the Agreement),  and Bank of America,  N.A., successor to NationsBank,  National
Association,  as Agent for the Lenders ("Agent"),  as from time to time amended,
restated,  supplemental,  modified or replaced  (the  "Agreement").  Capitalized
terms used but not defined  herein shall have the respective  meanings  therefor
set forth in the Agreement.

            The Borrowers  through their Authorized  Representative  hereby give
notice to the Agent of the following  selection of a type of Loan or Segment and
Interest Period:
<TABLE>
<CAPTION>

Type of Loan                      Interest                Aggregate
(check one)                       Period(1)               Amount(2)                  Date of Loan(3)
 ---------                        ------                  ------                     ------------
<S>                               <C>                     <C>                        <C>
a. Revolving Credit Loans:
   ----------------------

Base Rate Loan                    ______                  _________                  ____________

Eurodollar Rate Loan              ______                  _________                  ____________

b. Term Loan Segment:
   -----------------

Base Rate Loan                    ______                  _________                  ____________

Eurodollar Rate Loan              ______                  _________                  ____________
</TABLE>

--------------------------------------------------

(1)      For any  Eurodollar  Rate Loan or Eurodollar  Rate  Segment,  one, two,
         three or six months.
(2)      Must be  $2,000,000 or if greater an integral  multiple of  $1,000,000,
         unless a Base Rate Refunding Loan.


                                      G-1
<PAGE>

(3)      At least three (3)  Business  Days later if a  Eurodollar  Rate Loan or
         Eurodollar Rate Segment.


                                        MILLER INDUSTRIES, INC.
                                        MILLER INDUSTRIES TOWING EQUIPMENT INC.

                                        BY:___________________________________
                                                Authorized Representative

                                        DATE:_________________________________

                                      G-2
<PAGE>


                                    ANNEX IV

                                   EXHIBIT J-1

                             Form of Revolving Note

                      Amended and Restated Promissory Note
                                (Revolving Loan)

$__________________________                          Charlotte, North Carolina
                                                             -------  --, ----


         FOR VALUE RECEIVED,  MILLER INDUSTRIES,  INC., a Tennessee  corporation
having its principal place of business located in Ooltewah, Tennessee ("Miller")
and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware  corporation  having its
principal place of business  located in Ooltewah,  Tennessee  ("Miller  Towing")
(Miller and Miller Towing each are referred to as a "Borrower" and collectively,
the    "Borrowers"),    hereby    promise    to   pay   to    the    order    of
________________________________  (the "Lender"), in its individual capacity, at
the office of BANK OF AMERICA,  N.A.,  as agent for the Lenders  (the  "Agent"),
located at One  Independence  Center,  101 North  Tryon  Street,  NC1-001-15-04,
Charlotte,  North  Carolina 28255 (or at such other place or places as the Agent
may designate in writing) at the times set forth in the Credit  Agreement  dated
as of January 30, 1998 among the  Borrowers,  the financial  institutions  party
thereto (collectively, the "Lenders") and the Agent (as amended, supplemented or
restated and in effect from time to time, the "Agreement"; all capitalized terms
not otherwise defined herein shall have the respective meanings set forth in the
Agreement),  in lawful  money of the United  States of  America  in  immediately
available  funds, the principal  amount of  ___________________________  DOLLARS
($___________)  or, if less than such  principal  amount,  the aggregate  unpaid
principal  amount of all  Revolving  Loans made by the  Lender to the  Borrowers
pursuant to the  Agreement  on the  Revolving  Credit  Termination  Date or such
earlier date as may be required  pursuant to the terms of the Agreement,  and to
pay interest from the date hereof on the unpaid principal amount hereof, in like
money,  at said office,  on the dates and at the rates provided in ARTICLE II of
the Agreement. All or any portion of the principal amount of Revolving Loans may
be prepaid or required to be prepaid as provided in the Agreement.

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

         If payment of all sums due hereunder is accelerated  under the terms of
the  Agreement  or under the  terms of the  other  Loan  Documents  executed  in
connection with the Agreement,  the then remaining  principal amount and accrued
but unpaid  interest  thereafter  shall bear interest  which shall be payable on
demand at the rates per annum set forth in the proviso to SECTION  2.2(A) of the
Agreement or the maximum rate permitted under  applicable  law, if lower,  until
such  principal  and interest have been paid in full.  Further,  in the event of
such acceleration,  this Note shall become immediately due and payable,  without
presentation,  demand,  protest  or notice of any kind,  all of which are hereby
waived by the Borrowers.


                                     J-1-1
<PAGE>


         In the event any amount  evidenced by this Note is not paid when due at
any stated or accelerated  maturity,  the Borrowers agree to pay, in addition to
the  principal  and  interest,  all costs of  collection,  including  reasonable
attorneys'  fees and  disbursements,  and interest due hereunder  thereon at the
rates set forth above.

         Interest hereunder shall be computed as provided in the Agreement.

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

         This Note is given as a  substitution  of, and not as a payment of, the
obligations  of the Borrowers  under the existing Note dated January 30, 1998 of
the  Borrower  payable to the Lender  (the  "Existing  Note"),  other than those
evidenced by the Note issued in connection with the Term Loan. The indebtedness,
liabilities  and  obligations  owing by the  Borrower  under the  Existing  Note
continue to be evidenced by this Note  delivered  in  substitution  for, and not
payment or novation of, the Existing Note.

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

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

                            [SIGNATURE PAGE FOLLOWS.]

                                     J-1-2
<PAGE>



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



                                            MILLER INDUSTRIES, INC.

ATTEST:


                    Seceretary              By:
--------------------                             -----------------------------
                                            Name:
                                                 -----------------------------
                                            Title:
                                                  ----------------------------

(SEAL)



                                         MILLER INDUSTRIES TOWING EQUIPMENT INC.

ATTEST:

                                          By:
                                             ----------------------------------
                         Secretary        Name:
-------------------------                      --------------------------------
                                          Title:
                                                -------------------------------

(SEAL)




                                     J-1-3

<PAGE>



                                     ANNEX V

                                   EXHIBIT J-3

                                Form of Term Note

                                 Promissory Note
                                   (Term Loan)

$__________________________                        Charlotte, North Carolina
                                                           -------  --, ----


         FOR VALUE RECEIVED,  MILLER INDUSTRIES,  INC., a Tennessee  corporation
having its principal place of business located in Ooltewah, Tennessee ("Miller")
and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware  corporation  having its
principal place of business  located in Ooltewah,  Tennessee  ("Miller  Towing")
(Miller and Miller Towing each are referred to as a "Borrower" and collectively,
the    "Borrowers"),    hereby    promise    to   pay   to    the    order    of
________________________________  (the "Lender"), in its individual capacity, at
the office of BANK OF AMERICA,  N.A.,  as agent for the Lenders  (the  "Agent"),
located at One  Independence  Center,  101 North  Tryon  Street,  NC1-001-15-04,
Charlotte,  North  Carolina 28255 (or at such other place or places as the Agent
may designate in writing) at the times set forth in the Credit  Agreement  dated
as of January 30, 1998 among the  Borrowers,  the financial  institutions  party
thereto (collectively, the "Lenders") and the Agent (as amended, supplemented or
restated and in effect from time to time, the "Agreement"; all capitalized terms
not otherwise defined herein shall have the respective meanings set forth in the
Agreement),  in lawful  money of the United  States of  America  in  immediately
available funds, the principal  amount of  ____________________________  DOLLARS
($___________)  on the Term Loan Termination Date or such earlier date as may be
required  pursuant to the terms of the  Agreement,  and to pay interest from the
date  hereof on the unpaid  principal  amount  hereof,  in like  money,  at said
office,  on the dates and at the rates  provided in ARTICLE II of the Agreement.
All or any  portion of the  principal  amount of the Term Loan may be prepaid or
required to be prepaid as provided in the Agreement.

         If payment of all sums due hereunder is accelerated  under the terms of
the  Agreement  or under the  terms of the  other  Loan  Documents  executed  in
connection with the Agreement,  the then remaining  principal  amount hereof and
accrued  but  unpaid  interest  thereon  evidenced  by this  Note  shall  become
immediately due and payable, without presentation,  demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

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

         Interest hereunder shall be computed as provided in the Agreement.


                                     J-3-1
<PAGE>


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

         The indebtedness  evidenced by this Note constitutes a continuation and
modification of a portion of that indebtedness  previously outstanding under the
Revolving Credit Facility. This Note is given as a substitution of, and not as a
payment of, the existing Note dated January 30, 1998 of the Borrower  payable to
the Lender (the  "Existing  Note").  All of the  indebtedness,  liabilities  and
obligations  owing by the Borrower under the Existing Note shall continue and be
evidenced in part by this Note  delivered in partial  substitution  for, and not
payment or novation of, the Existing Note.

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

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

                            [SIGNATURE PAGE FOLLOWS.]

                                     J-3-2
<PAGE>


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



MILLER INDUSTRIES, INC.

ATTEST:

                                            By:
-------------------------------------          ------------------------------
                        Secretary           Name:
------------------------                         ----------------------------
                                            Title:
                                                  ---------------------------

(SEAL)



MILLER INDUSTRIES TOWING EQUIPMENT INC.

ATTEST:

                                            By:
-------------------------------------          ------------------------------
                         Secretary          Name:
-------------------------                        ----------------------------
                                            TITLE:
                                                  ---------------------------

(SEAL)

                                     J-3-3
<PAGE>


                                    ANNEX VI

                                  NEW EXHIBIT M

                             Compliance Certificate

Bank of America, N.A., successor
  to NationsBank, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9436


         Reference  is hereby made to the Credit  Agreement  dated as of January
30,  1998 (, as from time to time  amended,  restated,  modified,  replaced,  or
supplemented  the  "Agreement")  among  MILLER  INDUSTRIES,  INC.,  a  Tennessee
corporation  ("Miller"),  MILLER  INDUSTRIES  TOWING  EQUIPMENT INC., a Delaware
corporation  ("Miller Towing," and together with Miller,  the "Borrowers"),  the
Lenders (as defined in the  Agreement) and Bank of America,  N.A.,  successor to
NationsBank,   National  Association,   as  Agent  for  the  Lenders  ("Agent").
Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the
respective meanings therefor set forth in the Agreement. The undersigned, a duly
authorized and acting Authorized  Representative,  hereby certifies to you as of
_____________, 20___ (the "Determination Date") as follows:

1.       Calculations


         A.       Compliance with Section 9.1(a): Capital Expenditures

                           TOTAL FOR FISCAL QUARTER: __________________
                           TOTAL FOR FISCAL YEAR:    __________________

                  REQUIRED:         MAXIMUM OF $2,000,000 IN ANY FISCAL QUARTER.
                  --------
                    MAXIMUM OF $4,000,000 IN ANY FISCAL YEAR.

         B.       Compliance with Section 9.1(b): Consolidated Funded
                  Total Indebtedness to Consolidated EBITDA
<TABLE>
<CAPTION>
                  <S>                                               <C>          <C>
                  1.  Consolidated Funded Total Indebtedness                     $__________
                  2.  Consolidated EBITDA for such FOUR-QUARTER PERIOD           $__________
                                                   -------------------
                           a.    Consolidated Net Income            $__________
                           b.    Consolidated Interest Expense      $__________
                           c.    Taxes on income                    $__________
                           d.    Amortization                       $__________
</TABLE>


                                      M-1
<PAGE>

                           e.    Depreciation                       $__________
                           f.    Non-recurring noncash
                                 restructuring charges (if approved)$__________
                           g.    Net gains on the collection of
                                 proceeds of life insurance
                                 policies                           $__________
                           h.    Write-ups of any assets other than
                                 permitted by FAS 16                $__________
                           i.    Other extraordinary net gains
                                 or credits                         $__________
<TABLE>
<CAPTION>
                           <S>                                                            <C>
                           TOTAL ([a + b +c + d + e + f] -
                                        [g + h + i]                                       $__________

                  3.       Ratio of B.2 to B.1                                            ____ to ____
</TABLE>

                  REQUIRED:   1.   LINE 3 MUST NOT BE MORE THAN 3.50
                              TO 1.00 FOR FISCAL YEAR ENDING APRIL 30, 2001

                              2.   LINE 3 MUST NOT BE MORE THAN 3.00
                              TO 1.00 FOR ANY FOUR-QUARTER PERIOD ENDING
                              APRIL 30, 2001

         C.       Compliance with Section 9.1(c): Minimum Consolidated EBITDA
<TABLE>
<CAPTION>
                  <S>                                               <C>                   <C>
                  1.       Consolidated EBITDA for such fiscal QUARTER just ended         $__________
                                                               -------
                           a.    Consolidated Net Income            $__________
                           b.    Consolidated Interest Expense      $__________
                           c.    Taxes on income                    $__________
                           d.    Amortization                       $__________
                           e.    Depreciation                       $__________
                           f.    Non-recurring noncash
                                 restructuring charges (if approved)$__________
                           g.    Net gains on the collection of
                                 proceeds of life insurance
                                 policies                           $__________
                           h.    Write-ups of any assets other than
                                 permitted by FAS 16                $__________
                           i.    Other extraordinary net gains
                                 or credits                         $__________

                           TOTAL ([a + b +c + d + e + f] -
                                        [g + h + i]                                       $__________
</TABLE>

                  Required:         July 31, 2000: $3,800,000
                                    October 31, 2000: $5,600,000
                                    January 31, 2001: $8,500,000
                                    April 30, 2001: $10,800,000

                                      M-2
<PAGE>

         D.       Compliance with Section 9.4(a): Existing Indebtedness


<PAGE>

<TABLE>
<CAPTION>
         <S>                                                                            <C>
                  1.       Existing Indebtedness                                        $__________

                  Required:         Not More Than $1,000,000 Outstanding
                                    At Any Time


         E.       Compliance with Section 9.4(d): Purchase Money Indebtedness
                  and Capital Lease Obligations

                  1.       Purchase money and Capital Lease obligations                 $__________

                  Required:         Not More Than the Sum of (I) $300,000
                                    and (Ii) the Aggregate Amount of Purchase
                                    Money Indebtedness and Obligations Under
                                    Capital Leases Existing as of the Date of
                                    Amendment No. 5.

         F.       Compliance with Section 9.4(e): Guarantees of Trade
                  Account Indebtedness

                  1.       Guarantees of trade account indebtedness                     $__________

                  Required:         Not More Than $1,000,000 Outstanding
                                    At Any Time
</TABLE>


2.       No Default

                  A.   Since   __________   (the   date  of  the  last   similar
         certification),  (a) the  Borrowers  have not defaulted in the keeping,
         observance,  performance or fulfillment of its obligations  pursuant to
         any of the Loan  Documents;  and (b) no  Default  or  Event of  Default
         specified in ARTICLE X of the Agreement has occurred and is continuing.

                  B. If a  Default  or  Event  of  Default  has  occurred  since
         __________ (the date of the last similar certification),  the Borrowers
         propose to take the  following  action with  respect to such Default or
         Event of Default:
         ______________________________________________________.
         (NOTE,  if no Default or Event of Default  has  occurred,  insert  "Not
         Applicable").

         The  Determination  Date is the  date of the  last  required  financial
statements  submitted  to the  Lenders in  accordance  with  SECTION  8.1 of the
Agreement.


                                      M-3

<PAGE>


         IN WITNESS WHEREOF,  I have executed this Certificate this _____ day of
__________, 20___.




                                            By:
                                                Authorized Representative
                                            Name:
                                            Title:


                                      M-4
<PAGE>



                                    ANNEX VII

                                    EXHIBIT N

Borrowing Base Certificate

Bank of America, N.A., successor
  to NationsBank, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9436


         Reference  is hereby made to the Credit  Agreement  dated as of January
30,  1998,  (as from time to time  amended,  restated,  modified,  replaced,  or
supplemented  the  "Agreement")  among  MILLER  INDUSTRIES,  INC.,  a  Tennessee
corporation  ("Miller"),  MILLER  INDUSTRIES  TOWING  EQUIPMENT INC., a Delaware
corporation  ("Miller Towing," and together with Miller,  the "Borrowers"),  the
Lenders (as defined in the  Agreement) and Bank of America,  N.A.,  successor to
NationsBank,   National  Association,   as  Agent  for  the  Lenders  ("Agent").
Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the
respective meanings therefor set forth in the Agreement. The undersigned, a duly
authorized and acting Authorized  Representative,  hereby certifies to you as of
_____________, 20___ (the "Determination Date") as follows:


                  AVAILABILITY UNDER REVOLVING CREDIT FACILITY
<TABLE>
<CAPTION>

I.
                                                                                            Borrowing
Asset                               Gross       Ineligible       Eligible      Advance %   Base Amount
-----                               -----       ----------       --------      ---------   -----------
<S>                                 <C>         <C>             <C>            <C>              <C>
1. Inventory                        ______      ______          ______         ______           ______
         a.                         ______      ______          ______         ______           ______
         b                          ______      ______          ______         ______           ______
         c.                         ______      ______          ______         ______           ______

Total Inventory:                    ______      ______          ______         ______           ______


2. Receivables:                     ______      ______          ______         ______           ______
         a.                         ______      ______          ______         ______           ______
         b                          ______      ______          ______         ______           ______
         c.                         ______      ______          ______         ______           ______

                                      N-1
<PAGE>

Total Receivables:                  ______      ______          ______         ______           ______
</TABLE>

                                      N-2
<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>         <C>             <C>            <C>              <C>
3. Equipment:                       ______      ______          ______         ______           ______
         a.                         ______      ______          ______         ______           ______
         b                          ______      ______          ______         ______           ______
         c.                         ______      ______          ______         ______           ______

Total Equipment:                    ______      ______          ______         ______           ______


4. Demonstrators:                   ______      ______          ______         ______           ______
         a.                         ______      ______          ______         ______           ______
         b                          ______      ______          ______         ______           ______
         c.                         ______      ______          ______         ______           ______

Total Demonstrators:                ______      ______          ______         ______           ______


5. Real Estate:                     ______      ______          ______         ______           ______
         a.                         ______      ______          ______         ______           ______
         b                          ______      ______          ______         ______           ______
         c.                         ______      ______          ______         ______           ______

Total Real Estate:                  ______      ______          ______         ______           ______
</TABLE>


         TOTAL BORROWING BASE:__________________________*
                             *NOT TO EXCEED TOTAL REVOLVING
                                    CREDIT COMMITMENT.

II.

1.  Total Borrowing Base:                            $
                                                      --------------------

2.  Revolving Credit Outstandings                    $
                                                      --------------------

3.  Availability [1-2]                                        $            *
                                                               ------------


* If negative, immediate prepayment of the amount of such deficit is required.

         IN WITNESS WHEREOF,  I have executed this Certificate this _____ day of
__________, 20___.


                                      N-3



<PAGE>

                                             By:
                                                -----------------------------
                                                Authorized Representative

                                            Name:
                                                  --------------------------

                                            Title:
                                                   --------------------------
                                      N-4
<PAGE>



                                   ANNEX VIII

                                  SCHEDULE 8.24

                                 Real Properties