AMENDMENT NO, 3 TO CREDIT AGREEMENT
                       -----------------------------------

         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this  "Amendment  Agreement")
is made and entered  into  effective as of the day of July,  1999,  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. D/B/A
NATIONSBANK, 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 (as hereby and
from time to time amended,  supplemented or replaced,  the "Credit  Agreement"),
pursuant to which the Lenders have agreed to make and have made available to the
Borrowers a revolving  credit  facility  with a letter of credit  sublimit and a
swing line sublimit; and

         WHEREAS,  the Borrowers  have  requested that the Agent and the Lenders
make certain modifications to the Credit Agreement;

         WHEREAS,  the Agent and the Lenders  have agreed to such  modifications
pursuant to the terms and conditions set forth herein;

         WHEREAS, the parties hereto desire to amend the Credit Agreement in the
manner herein set forth effective as of the date hereof;

         NOW, THEREFORE, 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.  The term  "BAS" as used  herein  shall mean Banc of America
Securities, LLC, successor to NationsBanc Montgomery Securities, LLC.

         2. Amendments.  Subject to the conditions  hereof, the Credit Agreement
            ---------
is hereby amended, effective as of the date hereof, as follows:

<PAGE>

         (a) Section 1.1 of the Credit  Agreement is hereby  amended by amending
             -----------
and restating the following definitions as follows:

                  "'Consolidated  Fixed  Charge  Ratio'  means,  with respect to
         Miller and its Subsidiaries  for any Four-Quarter  Period ending on the
         date of computation thereof, the ratio of (i) Consolidated EBITDA plus,
         (W) to the extent deducted in arriving at Consolidated  EBITDA,  lease,
         rental and all other payments made in respect of or in connection  with
         operating leases, plus (X) for the fiscal quarter of Miller ending July
         31,  1999,  the  lesser of (i) the  amount of the income tax refund due
         Miller for its fiscal year ending April 30, 1999 to be requested in its
         filing with the Internal  Revenue  Service for the year ended April 30,
         1999 (but not to exceed  $7,000,000)  or (ii) the actual amount of such
         refund received,  (provided, however, that to avoid duplication of such
         sum,  it shall not  otherwise  be included  in the  calculation  of the
         Consolidated Fixed Charge Ratio upon actual payment of such refund,) I=
         (Y) (without  duplication) Capital Expenditures for such period, 1= (Z)
         (without  duplication) income taxes paid in cash during such period, to
         (ii) Consolidated Fixed Charges,  in each case during such Four-Quarter
         Period."

                 "'Consolidated  EBITDA'  means,  with respect to Miller and its
         Subsidiaries  for  any  Four-Quarter  Period  ending  on  the  date  of
         computation thereof, (A) the gum of, without duplication, (i)
                                      ---
         Consolidated Net Income,  (ii)  Consolidated  Interest  Expense,  (iii)
         taxes  on  income,   (iv)  amortization,   (v)  depreciation  and  (vi)
         nonrecurring  noncash   restructuring  charges  of  not  in  excess  of
         $10,000,000,  minus (B) the sum of, without duplication,  (a) net gains
                       -----         ---
         on the sale,  conversion or other  disposition of capital assets (other
         than net gains on the sale,  conversion  or other  disposition  of used
         trucks  in the  towing  services  division  in the  ordinary  course of
         business  consistent  with  past  practice),   (b)  net  gains  on  the
         acquisition, retirement, sale or other disposition of capital stock and
         other  securities of Miller or its  Subsidiaries,  (c) net gains on the
         collection of proceeds of life insurance policies,  (d) any write-up of
         any asset other than as permitted in accordance  with  Statement No. 16
         of the Financial Accounting Standards Board, and (e) 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,   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."

                 "'Consolidated  Shareholders' Equity' means, as of any date on
         which the amount thereof is to be determined, the sum of the following
         in  respect  of  Miller  and  its   Subsidiaries   (determined   on  a
         consolidated  basis):  (i) the amount of issued and outstanding  share
         capital,  plus  (ii) the  amount of  additional  paid-in  capital  and
         retained  earnings (or, in the case of a deficit,  minus the amount of
                                                                      -----
         such deficit), plus
                        ----
         (iii) the amount of any foreign  currency  translation  adjustment  (if
         positive,  or,  if  negative,  minus  the  amount  of such  translation


                                       2
<PAGE>

         adjustment),  plus  (iv) the  amount of  actual  non-recurring  noncash
                       ----
         restructuring  charges incurred since October 31, 1997, in an aggregate
         amount not to exceed $10,000,000,  minus (v) the amount of any treasury
                                            -----
         stock,  all  as  determined  in  accordance  with  GAAP  applied  on  a
         Consistent Basis."

                  "'Security  Instruments'  means  the  Pledge  Agreement,   the
         Collateral  Assignment of Partnership  Interests,  the Negative  Pledge
         Agreement,  the LC  Account  Agreement,  the  Security  Agreement,  the
         Intellectual Property Security Agreement, the Mortgages, the Assignment
         of Leases and all other documents and agreements executed and delivered
         in connection  herewith  granting to the Lenders Liens on any assets of
         the  Borrowers,  any  Guarantor,  or any other Person  collaterally  to
         secure payment and  performance of the  Obligations and the Guarantors'
         Obligations under the Guaranty."

     (b)  Section  1.1 of the  Credit  Agreement  is  hereby  amended  by adding
          ------------
the following definitions to appear in their appropriate order:

                  "'Assignment  of  Leases'  means the  Assignment  of  Lessee's
         Interest in Leases by the  Borrowers  and the  Guarantors  to the Agent
         delivered pursuant to the terms hereof, including Sections 8.19 or 8.24
                                                           ---------------------
         hereof, as hereinafter  modified,  amended or supplemented from time to
         time."

                  "'BAS'  means Banc of America  Securities,  LLC,  successor to
         NationsBanc Montgomery Securities, LLC."

                  "'Intellectual   Property   Security   Agreement'   means  the
         Intellectual  Property  Security  Agreement dated as of July _, 1999 by
         the  Borrowers  and the  Guarantors  to the Agent,  and any  additional
         Intellectual  Property  Security  Agreements  by the  Borrowers and the
         Guarantors to the Agent delivered  pursuant to Section 8.19 hereof,  as
                                                        ------------
         hereafter modified, amended or supplemented from time to time."

                  "'Mortgages'  means,  collectively,  all  Mortgages,  Deeds of
         Trust and Deeds to Secure Debt or other comparable  instrument granting
         a Lien to the Agent (or a trustee for the benefit of the Agent) for the
         benefit of the Lenders in  Collateral  constituting  real  property and
         fixtures,  as such documents may be amended,  modified or  supplemented
         from time to time."

                  "'Security Agreement' means,  collectively (or individually as
         the context may indicate),  (i) the Security Agreement dated as of July
         __, 1999 by the  Borrowers and  Guarantors  to the Agent,  and (ii) any
         additional  Security  Agreement  delivered to the Agent pursuant to the
         terms hereof, including Section 8.19, as hereafter modified, amended or
                                 ------------
         supplemented from time to time."

     (c) Section 8.19 of the Credit Agreement is hereby amended by deleting such
         ------------
section in its entirety and inserting in lieu thereof the following:



                                       3
<PAGE>


"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;

          (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
                                     ----------------


                                       4
<PAGE>

     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

          (viii)  such  other  documents  and  agreements  as may be  reasonably
     requested by the Agent.

     (b) Within  forty-five  (45) days after the  acquisition or creation of any
Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of
the Lenders each of the following:

          (i) a Pledge  Agreement  executed by such Direct Foreign  Subsidiary's
     stockholders in such form reasonably  acceptable to the Agent, pledging 65%
     (or such lesser percentage as such Person shall own) of the Voting Stock of
     such Direct Foreign Subsidiary,  or other comparable instrument pledging or
     assigning  to  the  Agent  for  the  benefit  of  the  Lenders   comparable
     percentages  of the  voting and  non-voting  stock of such  Direct  Foreign
     Subsidiary;

          (ii) to the extent that such Direct Foreign  Subsidiary  constitutes a
     Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic
     Subsidiary  dated as of the date of  delivery  of the Pledge  Agreement  or
     other  comparable  instrument  provided  for in this  Section  8.19(b)  and
                                                           ----------------
     addressed to the Agent and the Lenders, in form and substance acceptable to
     the  Agent,  with  respect  to each Loan  Party  which is party to any Loan
     Document which such newly acquired or created Direct Foreign  Subsidiary is
     required  to deliver  or cause  to be  delivered pursuant  to this  Section
     8.19(b); and
     ----

          (iii)  such  other  documents  and  agreements  as may  be  reasonably
     requested by the Agent."

     (d) A new Section 8.24 of the Credit Agreement is hereby added as follows:
               ------------

                  "8.24 Certificate of Title Property and Other Collateral.  (a)
                        --------------------------------------------------
         With respect to all property owned by a Borrower or Subsidiary which is
         a motor vehicle or other good which is (i) covered by a certificate  of
         title  issued  under a  statute  of a  state  under  the  law of  which
         indication of a security  interest on the  certificate is required as a
         condition of perfection  and (ii) not subject to a purchase  money Lien


                                       5
<PAGE>

         in favor of another  creditor  which is permitted by Section 9.3 hereof
                                                              -----------
         (collectively,  "Certificate  of Title  Property"),  within thirty (30)
         days following a request by the Agent following (i) the occurrence of a
         Default or (ii) a  determination  by the Agent after  completion of the
         field audit  described in Section 8.25 or after any fiscal  quarter end
                                   ------------
         that the liquidation  value of Collateral  (applying loan value margins
         specified  on  Schedule  8-24)   consisting  of  accounts   receivable,
                        --------------
         inventory  and  property,  plant and  equipment  located  in the United
         States and which is covered by a security  interest or lien in favor of
         the Agent for the  benefit  of the  Lenders  results in a loan to value
         ratio  (based  on  the  percentage  which  the  principal   balance  of
         outstanding  at  the  date  of  calculation   bears  to  the  aggregate
         liquidation  value of all such Collateral at such time as determined by
         Agent) in  excess of 95% (any  event  described  in (i) or (ii)  herein
         called an "Additional  Collateral  Event"),  the Borrowers will execute
         and  deliver,  and will  cause  each  Subsidiary  which is a party to a
         Security  Agreement to execute and  deliver,  to the Agent the original
         certificates of title or other comparable instrument for such property,
         together with a fully executed  application  for notation of a security
         interest  or  other  comparable  form  and  such  other   certificates,
         agreements,  notices or other items as the Agent may deem  necessary to
         perfect liens on such property. The Borrowers will pay all filing fees,
         taxes and other  amounts which are payable to perfect the liens on such
         property. The Borrowers agree that upon the occurrence of an Additional
         Collateral  Event,  the  Agent  shall be  entitled  to have an agent or
         trustee  administer  and  manage  the  certificates  of  title or other
         comparable  documents  on  behalf  of the  Agent  and that all fees and
         expenses in connection therewith shall be paid by the Borrowers.

                  (b) Additionally, within thirty (30) days following request by
         the Agent after the occurrence of an Additional  Collateral  Event, the
         Borrowers  will  execute and  deliver,  and will cause each  applicable
         Subsidiary  to execute and deliver (i) a Mortgage on all real  property
         and fixtures owned by such entities not already  covered by a Mortgage,
         along with title insurance policies, surveys, environmental reports and
         legal opinions meeting the requirements set forth in Section 8.25, (ii)
                                                              ------------
         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 to a Borrower
         or Guarantor  together  with,  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 (iii)  local
         counsel opinions covering perfection of liens in jurisdictions in which
         the Agent deems necessary."

     (e) Section 8.25 of the Credit Agreement is hereby added as follows:

          "Additional Collateral Documents;  Audit. (a) The Borrowers agree that
           ---------------------------------------
     by August 27, 1999,  each will  deliver,  and will cause each  Guarantor to
     deliver, the following:

                  (i)      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


                                       6
<PAGE>

                           Guarantor  (collectively,  the "Mortgages") described
                           below (subject only to existing liens approved by the
                           Agent):

                           (A)  Ooltewah,   Tennessee  real  property  owned  by
                           __________

                           (B)  Greeneville,  Tennessee  real property  owned by
                           ________

                           (C)  Hermitage,  Pennsylvania  real property owned by
                           _______

                           (D)  Mercer,  Pennsylvania  real  property  owned  by
                           __________

                  (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 in form and substance  satisfactory  to the
                           Agent as well as a  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.

                  (iv)     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, on a best efforts  basis,  a
                           Landlord  Consent,  Waiver and  Estoppel  Certificate
                           executed by the landlord satisfactory to Agent.

                  (v)      With  respect  to each  leased  location  on which an
                           amount of inventory  (other than motor  vehicles) and
                           equipment  (other than motor  vehicles)  in an amount
                           deemed material by the Agent is located,  deliver, on
                           a best efforts basis, a Landlord Consent,  Waiver and
                           Estoppel Certificates regarding each such location.

                   (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)    Legal   opinions  from  Georgia,   Pennsylvania   and
                           Tennessee  counsel for the Borrowers  with respect to
                           the  documents  executed  and  delivered  under  this
                           Section 8.25 and the  perfection of the liens created
                           ------------
                           thereby  in form and  substance  satisfactory  to the
                           Agent.

                  (viii)   Insurance  policies  and  Certificates  of  Insurance
                           evidencing  compliance  by  the  Borrowers  with  the
                           insurance  requirements  of  this  Agreement  and the
                           Security Instruments.

                                       7
<PAGE>

                  (ix)     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.

               (b) The  Borrowers  agree that the Agent and its  representatives
          may undertake a field audit on the  inventory and accounts  receivable
          of the Borrowers and the Guarantors and that the costs and expenses of
          this audit  shall be paid by the  Borrowers.  The  Borrowers  agree to
          cooperate  with  the  Agent  and  its  representatives  to  facilitate
          completion of the audit by August 31, 1999."

         (f) Section 9.1 of the Credit  Agreement is hereby  amended by deleting
             -----------
existing  clauses  (b),  (c) and (d)  appearing  therein and  inserting  in lieu
thereof  the  following  clauses  (b),  (c) and (d)  which  shall  read in their
entirety as follows:

         "9.1     Financial Covenants.
                  -------------------

                  (b)  Consolidated  Funded Senior  Indebtedness to Consolidated
                       ---------------------------------------------------------
         EBITDA.  Permit at any time  during the  respective  periods  set forth
         ------
         below  the  ratio  of  Consolidated   Funded  Senior   Indebtedness  to
         Consolidated  EBITDA for the FourQuarter  Period most recently ended to
         be greater than that set forth opposite each such period:

                                                 Consolidated Funded Senior
                                                Indebtedness To Consolidated
    Four Quarter Periods Ending               EBITDA Must Not Be Greater Than:
    ---------------------------               --------------------------------

Prior to and including 1/31/2000                        4.25 to 1.00

During period 2/1/2000 and                              3.00 to 1.00
thereafter




                                       8
<PAGE>



                  (c)  Consolidated  Funded Total  Indebtedness  to Consolidated
                       ---------------------------------------------------------
         EBITDA.  Permit at any time  during the  respective  periods  set forth
         ------
         below  the  ratio  of   Consolidated   Funded  Total   Indebtedness  to
         Consolidated  EBITDA for the Four-Quarter Period most recently ended to
         be greater than that set forth opposite each such period:

                                               Consolidated Funded Senior
                      Four Quarter           Indebtedness To Consolidated
                     Periods Ending          EBITDA Must Not Be Greater Than:
                     --------------          ---------------------------------
          Prior to and including 1/31/2000             4.25 to 1.00

          During period 2/1/2000 and                   3.00 to 1.00
          thereafter

*  provided  that,  in  the  event  the  ratio  of  Consolidated   Funded  Total
Indebtedness to Consolidated  EBITDA is less than 3.5 to 1.0 for two consecutive
fiscal  quarters  following the fiscal  quarter  ended April 30, 1999,  then the
stated  ratio of 4.25 to 1.00  shall be  automatically  reduced to 3.5 to 1.0 if
requested by Borrowers by written notice to the Agent.

                  (d) Consolidated Fixed Charge Ratio. Permit at any time during
         the respective  periods set forth below the  Consolidated  Fixed Charge
         Ratio to be less than that set forth opposite each such period:

                                                 Consolidated Funded Senior
                                                 Indebtedness To Consolidated
             Four Quarter Periods Ending       EBITDA Must Not Be Greater Than:
             ---------------------------       --------------------------------

    Prior to and including 1/31/2000                     4.25 to 1.00

    During period 2/1/2000 and thereafter                3.00 to 1.00

         (g) Section 9.2 of the Credit  Agreement is hereby  amended by deleting
             -----------
such section in its entirety and inserting in lieu thereof the following:

                  "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  unless  approved  in  writing  by the  Required  Lenders;
          provided,  however , that the prior  written  consent of the  Required
          Lender  shall not be required and Miller or any  Subsidiary  may enter
          into  any  such  agreement  for,  and  effect,  one or more  Permitted
          Acquisitions  if (x)  the  Cost  of  Acquisition  for  such  Permitted




                                       9
<PAGE>

          Acquisitions,  in the  aggregate,  does not exceed  $50,000,000 in any
          Fiscal  Year  and (y) (i)  the  ratio  of  Consolidated  Funded  Total
          Indebtedness to Consolidated  EBITDA is less than 3.50 to 1.00 for two
          consecutive  fiscal quarters of Miller and its Subsidiaries  occurring
          after the fiscal quarter ended April 30, 1999, (ii) the required ratio
          of Consolidated  Funded Total Indebtedness to Consolidated  EBITDA has
          been reduced  pursuant to Section 9.1(c) to 3.50 to 1.00 and (iii) the
          Borrowers   have   provided  to  the  Agent   projections   reasonably
          satisfactory to the Agent indicating that the provisions of Section 9.
          1 (c) will not be  violated  on an going  forward  basis  through  the
          Stated Termination Date."

                  (h) Exhibit M 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.

               (i) Schedule 8.24, in the form of Schedule 8.24 attached  hereto,
                   -------------                 -------------
          is made a part of the Credit Agreement.

     3.  Applicable  Margin;  Commitment  Fee Rate.  The  Applicable  Margin for
         -----------------------------------------
Eurodollar  Rate Loans and Base Rate  Loans to be in effect as of July 27,  1999
through the Compliance Date which includes the January 31, 2000 reporting period
(the "January 31, 2000 Compliance Date") shall be 2.50% and 1.25%, respectively.
The current  Commitment Fee Rate to be in effect as of July 27,1999  through the
January  31, 2000  Compliance  Date shall be 0.50%.  After the  January  31,2000
Compliance  Date, the Applicable  Margin and Commitment Fee Rate shall return to
determination pursuant to the existing definitions in the Credit Agreement.

     4.  Guarantors.  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.

     5.  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


                                       10
<PAGE>

          (d) No event has  occurred  and no condition  exists  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.

     6. Conditions to Effectiveness. This Amendment shall not be effective until
        ---------------------------
the Agent has received to its satisfaction each of the following:

          (a) ten (10) counterparts of this Amendment  Agreement executed by the
     Borrower, the Guarantors, the Agent and the Lenders;

          (b) ten (10)  counterparts of the Security  Agreement by and among the
     Borrowers, the Guarantors and the Agent;

          (c) UCC-1  financing  statements  executed by each  Borrower  and each
     Guarantor  in form and  number to perfect  the  security  interests  in the
     Collateral granted pursuant to the Security Instruments;

          (d)  ten  (10)  counterparts  of the  Intellectual  Property  Security
     Agreement by the Borrowers and the Guarantors to the Agent;

          (e) legal opinion of counsel to the  Borrowers and  Guarantors in form
     and content satisfactory to the Agent;

          (f) corporate resolutions of the Borrowers and Guarantors with respect
     to the transactions contemplated hereby;

          (g) with respect to each "new" Guarantor, fully executed copies of the
     following:

                  (i)      Guaranty Agreement
                  (ii)     Security Agreement
                  (iii)    Negative Pledge Agreement
                  (iv)     Stock Pledge Agreement
                  (v)      Stock Certificate
                  (vi)     Stock Power
                  (vii)    Secretary's Certificate
                  (viii)   Intellectual Property Security Agreement

          (h) evidence  satisfactory  to the Agent that all  Subsidiaries of the
     Borrowers have executed all documentation required pursuant to the terms of
     the  Credit  Agreement  and the other  Loan  Documents,  including  without
     limitation  such documents and  instruments as may be required  pursuant to
     Section 8.19 of the Credit Agreement;


                                       11
<PAGE>

          (i) copies of all letters of intent for  acquisitions  executed by the
     Borrowers  or any  Guarantor  as to  which  the  acquisitions  contemplated
     thereby have not occurred;

          (j) evidence  satisfactory  to the Agent that all Persons party to the
     Pledge Agreement have executed this Amendment Agreement;

          (k)  evidence of payment by  Borrowers  of all fees owing to Agent and
     BAS (including  reasonable  fees and expenses of their  counsel,  recording
     fees, and fees resulting from the fee letter),  and payment by Borrowers to
     any  consenting  Lender of an amendment fee of fifteen (15) basis points on
     the Total Revolving Credit Commitment allocable to such Lender.

          (1) such other  documents,  instruments and certificates as reasonably
     requested by the Agent.

     7. Default  Waiver.  The Agent and the Lenders  hereby waive any Default or
        ---------------
Event of Default  resulting  from any violation by the Borrowers of Sections 9.1
(b),  (c) and  (d) of the  Credit  Agreement  for the  reporting  period  of the
Borrowers  ended April 30, 1999. This waiver shall be a one-time waiver covering
the  period  ended  April  30,  1999  and  shall in no way  serve  to waive  any
obligations of the Borrowers other than as expressly set forth above.

     8.  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.

     9.  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.  Without
limiting the foregoing  all Security  Instruments  shall  continue to secure all
Obligations,  as increased hereby, including without limitation the $175,000,000
of  principal  evidenced  by the  promissory  notes  in  such  aggregate  amount
delivered by the Borrowers in favor of the Lenders (including without limitation
the promissory notes delivered in connection with the  Assignment),  which notes
shall  constitute  "Notes" for all purposes  under the Credit  Agreement and the
other Loan Documents.


                                       12
<PAGE>

     10.  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.

     11. Governing Law. This Agreement shall in all respects be governed by, and
         -------------
construed in accordance with, the laws of the State of Georgia.

     12.  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.

     13. Credit  Agreement.  All  references in any of the Loan Documents to the
         ----------------
"Credit Agreement" shall mean the Credit Agreement as amended hereby.

     14. 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.

     15. 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.

     16.  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.

     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 3 to
Credit Agreement to be duly executed by their duly authorized  officers,  all as
of the day and year first above written.

                            [SIGNATURE PAGES FOLLOW]




                                       13
<PAGE>


                                        BORROWERS:

                                        MILLER INDUSTRIES, INC.

                                        By: /s/ Frank Madonia
                                        Name: Frank Madonia
                                        Title: Executive Vice President

                                        MILLER INDUSTRIES TOWING EQUIPMENT INC.


                                        By: /s/ Frank Madonia
                                        Name: Frank Madonia
                                        Title: Vice President








                      AMENDMENT NO. 3 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.
                          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.
                          DALLAS VEHICLE RECOVERY, INC.
                          DICK'S TOWING & ROAD SERVICE, INC.
                          DOLLAR ENTERPRISES, INC.
                          DON'S TOWING, INC.
                          DUN-RITE TOWING, INC.


                      AMENDMENT NO. 3 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 2 OF 6

<PAGE>


                          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.
                          LEWIS WRECKER SERVICE, INC.
                          LEVESQUE'S AUTO 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.
                          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.


                      AMENDMENT NO. 3 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 3 OF 6
<PAGE>


                          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.
                          RETRIEVER TOWING, INC.
                          ROAD BUTLER; INC.
                          ROAD ONE, INC.
                          ROADONE EMPLOYEE SERVICES, INC.
                          ROAD ONE INSURANCE SERVICES, INC.
                          ROAD ONE SERVICE, 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.
                          TEXAS TOWING CORPORATION
                          THOMPSON'S WRECKER SERVICE, INC.
                          TOW PRO CUSTOM TOWING & HAULING, INC.
                          TREASURE COAST TOWING, INC.
                          TRUCK SALES & SALVAGE CO., INC.
                          VRCHOTA CORPORATION
                          VULCAN EQUIPMENT COMPANY, INC. WALKER TOWING, INC.
                          WES'S SERVICE INCORPORATED
                          WESTERN TOWING; MCCLURE/EARLEY ENTERPRISES, INC.
                          WHITEY'S TOWING, INC.


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


                          WILTSE TOWING, INC.
                          ZEBRA TOWING, INC.
                          ZEHNER TOWING & RECOVERY, INC.


                           By: /s/ Frank Madonia
                           Name: Frank Madonia
                           Title: Attorney-in-Fact




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


                                        AGENT AND LENDERS:

                                        BANK OF AMERICA, N.A.
                                        D/B/A NATIONSBANK, N.A.
                                        SUCCESSOR TO NATIONSBANK, N.A.,


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


                                        WACHOVIA BANK, N.A.

                                        By: /s/ Tammy F. Hughes
                                        Name: Tammy F. Hughes
                                        Title: Vice President


                                        FIRST AMERICAN NATIONAL BANK

                                        By: /s/ Michael W. Metcalf
                                        Name: Michael W. Metcalf
                                        Title: Vice President


                                         SUNTRUST BANK, CHATTANOOGA, N.A.

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



                      AMENDMENT NO. 3 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 6 OF 6
<PAGE>

                                     ANNEX I

                                  NEW EXHIBIT M
                                  -------------

                             Compliance Certificate

Bank of America, N.A.,
 d/b/a NationsBank, 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 amended pursuant to Amendment No. 1 to Credit Agreement dated as of
January 31, 1998 and Amendment No. 2 to Credit Agreement dated as of October 30,
1998 and Amendment No. 3 to Credit  Agreement  dated as of July 27, 1999 (as may
be further amended, modified or supplemented from time to time, 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.,  d/b/a  NationsBank,  N.A.,  successor to
NationsBank,  N.A., 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  _____________,  19___  (the
"Determination Date") as follows:
<TABLE>
<CAPTION>

<C>      <S>      <S>                                                           <C>
1.       Calculations

         A.       Compliance with Section 9.1(a): Consolidated
                  Shareholders' Equity

                  1.       Issued and outstanding share capital                 $__________

                  2.       Additional paid-in capital plus retained
                           income (retained deficit to be
                           expressed as a negative)                             $__________

                  3.       Foreign currency translation (to be
                           expressed as a negative, if applicable)              $__________

                  4.       Non-recurring noncash restructuring
                           charges [not to exceed $10,000,000]
                           since October 31, 1997                               $__________

<PAGE>

                  5.       Treasury stock                                       $__________

                  6.       Consolidated Shareholders' Equity
                           (A.1 + A.2 + A.3 + A.4 - A.5)                        $__________

                  REQUIRED:
                  --------

                  (I)      REQUIREMENT FOR PRIOR FISCAL QUARTER;
                           PLUS                                                 $___________
                  (II)     50% OF CONSOLIDATED NET INCOME
                           SINCE FIRST DAY OF CURRENT QUARTER; PLUS             $___________
                  (III)    100% OF THE NET PROCEEDS OF ANY EQUITY
                           OFFERING; MINUS                                      $___________
                  (IV)     NET REPURCHASED SHARES
                           (NOT TO EXCEED $10,000,000)                          $___________

                  TOTAL:                                                        $___________

         B.       Compliance  with Section  9.1(b):  Consolidated  Funded Senior
                  Indebtedness to Consolidated EBITDA

1.                1.       Consolidated Funded Senior Indebtedness
                           a.       Consolidated Total Funded
                                    Indebtedness                                $__________
                           b.       Aggregate principal amount of all
                                    Subordinated Debt                           $__________
                           TOTAL (a-b)                                          $__________

2.       Consolidated EBITDA for such period
                  a.       Consolidated Net Income            $__________
                  b.       Consolidated Interest Expense      $__________
                  c.       Taxes on income                    $__________
                  d.       Amortization                       $__________
                  e.       Depreciation                       $__________
                  f.       Non-recurring noncash
                           restructuring charges
                           (not to exceed $10,000,000)        $__________
                  g.       Net gains on the sale, conversion
                           or other disposition of capital
                           assets                             $__________
                  h.       Net gains on the acquisition,
                           retirement, sale or other

                                  Annex I - 9
<PAGE>

                           disposition of capital stock and
                           other securities                   $__________
                  i.       Net gains on the collection of
                           proceeds of life insurance
                           policies                           $__________
                  j.       Write-ups of any assets other than
                           permitted by FAS 16                $__________
                  k.       Other extraordinary net gains
                           or credits                         $__________

                  TOTAL ([a + b +c + d + e + f] -
                               [g + h + i + j + k])                             $__________

         3.       Ratio of B.2 to B.1       ____ to ____

         REQUIRED:         LINE 3 MUST NOT BE MORE THAN THE  FOLLOWING  AT THE
                           FOLLOWING  TIMES:

                           THROUGH 1/31/00           4.25 TO 1.00
                           2/1/00 AND THEREAFTER     3.00 TO 1.00

C.       Compliance with Section 9.1(c): Consolidated Funded
         Total Indebtedness to Consolidated EBITDA

         1.       Consolidated Funded Total Indebtedness            $__________
         2.       Consolidated EBITDA for such period (see B.2)     $__________
         3.       Ratio of C.2 to C.1       ____ to ____

         REQUIRED:         LINE 3 MUST NOT BE MORE THAN THE FOLLOWING AT THE
                           FOLLOWING TIMES:

                           THROUGH 1/31/00           4.25 TO 1.00*
                           2/1/00 AND THEREAFTER     3.50 TO 1.00

         *provided  that,  in the event the ratio of  Consolidated  Funded Total
         Indebtedness  to  Consolidated  EBITDA  is less than 3.5 to 1.0 for two
         consecutive  fiscal  quarters  following the fiscal quarter ended April
         30, 1999,  then required  ratio of 4.25 to 1.00 shall be  automatically
         reduced to 3.5 to 1.0 if requested by Borrower.

D.       Compliance with Section 9.1(d): Consolidated Fixed Charge Ratio

         1.       Consolidated EBITDA for such period (see B.2)                 $___________
         2.       Lease, rental and other expenses in connection
                  with operating leases for such period (to the extent
                  deducted in arriving at Consolidated EBITDA)                  $___________
         2a.      For the fiscal quarter ending July 31, 1999
                  the amount representing income tax refund
                  but not to exceed $7,000,000                                  $___________

                                  Annex I - 10
<PAGE>

         3.       Capital Expenditures for such period                          $___________
         4.       Taxes paid or accrued on income for such period               $___________
         5.       Consolidated Fixed Charges for such period:
                  (i)      Consolidated Interest
                           Expense, plus                                        $___________
                                    ----
                  (ii)     Lease, rental and other expenses
                           in connection with operating
                           leases (to the extent deducted in
                           arriving at Consolidated EBITDA),
                           plus                                                 $___________
                  (iii)    Current maturities of Consolidated
                           Funded Total Indebtedness, plus                      $___________
                  (iv)     Current maturities of Capital
                           Leases, plus                                         $___________
                  (v)      Payments (contingent, deferred or
                           otherwise) in respect of Acquisitions
                           representing any deferred portion
                           of consideration, plus                               $___________
                  (vi)     Payments in respect of Off Balance
                           Sheet Liabilities                                    $___________

                           TOTAL (i + ii + iii + iv + v + vi)                   $___________

         6.       D.1 + D.2 + D.2a                                              $___________
         7.       D.3 + D.4                                                     $___________
         8.       D.6 - D.7                                                     $___________
         9.       Ratio of D.8 to D.5                                           ___ to ___

         REQUIRED: LINE 9 MUST NOT BE LESS THAN THE FOLLOWING AT THE FOLLOWING
                   TIMES:

         THROUGH 1/31/00                                      1.00 TO 1.00
         2/1/00   AND THEREAFTER                              1.25 TO 1.00

E.       Compliance with Section 9.2: Acquisitions

         1.       Acquisitions during fiscal quarter, including Cost of Acquisition

                  a.       Name of Subsidiary: ______________          $__________
                  b.       Name of Subsidiary: ______________          $__________
                  c.       Name of Subsidiary: ______________          $__________
                  d.       Name of Subsidiary: ______________          $__________
                  e.       Name of Subsidiary: ______________          $__________
                  f.       Name of Subsidiary: ______________          $__________
                  g.       Name of Subsidiary: ______________          $__________
                  h.       Name of Subsidiary: ______________          $__________

                                  Annex I - 11
<PAGE>

         2.       Total Cost of Acquisition during fiscal quarter               $__________

         3.       Total Cost of Acquisition during prior fiscal
                  quarters during such Fiscal year                              $__________

         4. Total Cost of Acquisition during Fiscal Year to date                $__________

                  REQUIRED:   COST OF ACQUISITION NOT GREATER THAN
                              $10,000,000 PER ACQUISITION OR
                              $50,000,000 IN ANY FISCAL YEAR

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

         1.       Purchase money and Capital Lease obligations                  $__________

                  REQUIRED:   NOT MORE THAN $5,000,000 OUTSTANDING AT ANY TIME

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

         1.      Guarantees of trade account indebtedness                       $__________

                  REQUIRED:   NOT MORE THAN $2,000,000 OUTSTANDING AT ANY TIME

H.       Compliance with Section 9.4(h): Additional Indebtedness

         1.       Total additional Indebtedness                                 $__________

         REQUIRED:         NOT MORE THAN $5,000,000 OUTSTANDING AT ANY TIME

         I.       Compliance with Section 9.8: Restricted Payments

                  1.       Repurchases of Common Stock

                           a.       Aggregate cost of Net Repurchased
                                            Shares at end of prior quarter      $_________
                           b.       Aggregate cost of shares repurchased
                                    during quarter                              $__________
                           c.       Aggregate cost of shares reissued
                                    in connection with Permitted
                                    Acquisitions during quarter                 $__________

                                  Annex I - 12
<PAGE>

                           d.       Aggregate cost of Net Repurchased
                                    Shares at end of current quarter
                                    (a + b - c)                                 $__________

                  REQUIRED:         NOT MORE THAN $10,000,000 IN AGGREGATE
                                    COST OF NET REPURCHASED SHARES AT
                                    ANY TIME

                  2.       Additional Restricted Payments

                           a.       Restricted Payments during fiscal
                                    quarter                                     $__________
                           b.       Restricted Payments during prior
                                    fiscal quarters during such Fiscal
                                    Year                                        $__________
                           c.       Restricted Payments during
                                    Fiscal Year to date                         $__________

                  REQUIRED:         RESTRICTED PAYMENTS NOT GREATER THAN
                                    $3,000,000 DURING ANY FISCAL YEAR
</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.


IN  WITNESS  WHEREOF,  I  have  executed  this  Certificate  this  _____  day of
__________, 19___.


                                                 By:____________________________
                                                    Authorized Representative
                                                 Name:__________________________
                                                 Title:_________________________



                                  Annex I - 13
<PAGE>


                                  SCHEDULE 8.24

                               Loan Value Margins
                               -----------------


    Type of Property                                        Loan Value Margin
    ----------------                                        -----------------
    Accounts Receivable                                     50%

    Inventory (Distribution)                                50%

    Inventory (Manufacturing)                               50%

    Property, Plant and Equipment (Manufacturing)
    (Non-Road One)                                          50%


    Property, Plant and Equipment - Trucks                  75%
    (Road One)

    Property, Plant and Equipment - Other                   50%
    (Road One)


                                      S-1