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                             CREDIT AGREEMENT


                               by and among


                         MILLER INDUSTRIES, INC. 
                                   and
                 MILLER INDUSTRIES TOWING EQUIPMENT INC.
                              as Borrowers,


             NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION 
                         as Agent and as Lender,



                                   and


                THE LENDERS PARTY HERETO FROM TIME TO TIME



                             January 30, 1998


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<PAGE>
                        TABLE OF CONTENTS

                                                             Page


                            ARTICLE I
                      Definitions and Terms

1.1.  Definitions. ...........................................   1
1.2.  Rules of Interpretation. ...............................  25

                           ARTICLE II
                  The Revolving Credit Facility

2.1.  Revolving Loans. .......................................  27
2.2.  Payment of Interest. ...................................  29
2.3.  Payment of Principal. ..................................  29
2.4.  Non-Conforming Payments. ...............................  31
2.5.  Notes. .................................................  31
2.6.  Pro Rata Payments. .....................................  31
2.7.  Voluntary Commitment Reductions. .......................  31
2.8.  Conversions and Elections of Subsequent Interest
      Periods. ...............................................  32
2.9.  Increase and Decrease in Amounts. ......................  32
2.10. Commitment Fee. ........................................  33
2.11. Deficiency Advances. ...................................  33
2.12. Use of Proceeds. .......................................  33
2.13. Extension of Stated Termination Date ...................  33
2.14. Swing Line .............................................  34
2.15. Additional Fees ........................................  35

                           ARTICLE III
                        Letters of Credit 

3.1.  Letters of Credit.  ....................................  36
3.2.  Reimbursement...........................................  36
3.3.  Letter of Credit Facility Fees..........................  39
3.4.  Existing Letters of Credit. ............................  39
<PAGE>
                           ARTICLE IV
                            Security

4.1.  Guaranty.   ............................................  40
4.2.  Stock Pledge. ..........................................  40
4.3.  Negative Pledge. .......................................  40
4.4.  Security Interests. ....................................  40
4.5.  Further Assurances. ....................................  41

                           ARTICLE V
                     Change in Circumstances

5.1.  Increased Cost and Reduced Return. .....................  42
5.2.  Limitation on Types of Loans. ..........................  43
5.3.  Illegality.  ...........................................  43
5.4.  Treatment of Affected Loans. ...........................  44
5.5.  Compensation.   ........................................  44
5.6.  Taxes.  ................................................  45
5.7.  Lending Office. ........................................  46
5.8.  Syndication Costs. .....................................  47
5.9.  Replacement Banks. .....................................  47

                           ARTICLE VI
  Conditions to Making Loans and Issuing Letters of Credit

6.1.  Conditions of Initial Advance  .........................  48
6.2.  Conditions of all Loans and Letters of Credit. .........  50

                           ARTICLE VII
                   Representations and Warranties

7.1.  Organization and Authority.  ...........................  53
7.2.  Loan Documents.  .......................................  53
7.3.  Solvency. ..............................................  54
7.4.  Subsidiaries and Stockholders. .........................  54
7.5.  Ownership Interests. ...................................  54
7.6.  Financial Condition. ...................................  54
7.7.  Title to Properties. ...................................  55
7.8.  Taxes.  ................................................  55
7.9.  Other Agreements. ......................................  55
7.10. Litigation.  ...........................................  55

                                ii<PAGE>
7.11. Margin Stock.  .........................................  56
7.12. Investment Company. ....................................  56
7.13. Patents, Etc. ..........................................  56
7.14. No Untrue Statement. ...................................  56
7.15. No Consents, Etc. ......................................  56
7.16. Employee Benefit Plans. ................................  57
7.17. No Default. ............................................  58
7.18. Environmental Matters. .................................  58
7.19. Employment Matters. ....................................  59
7.20. RICO. ..................................................  59
7.21. Perfected Security Instruments .........................  59

                           ARTICLE VIII
                      Affirmative Covenants

8.1.  Financial Reports, Etc.  ...............................  60
8.2.  Maintain Properties.  ..................................  61
8.3.  Existence, Qualification, Etc. .........................  61
8.4.  Regulations and Taxes. .................................  61
8.5.  Insurance.  ............................................  62
8.6.  True Books. ............................................  62
8.7.  Right of Inspection. ...................................  62
8.8.  Observe all Laws. ......................................  62
8.9.  Governmental Licenses...................................  62
8.10. Covenants Extending to Other Persons. ..................  62
8.11. Officer's Knowledge of Default. ........................  62
8.12. Suits or Other Proceedings.  ...........................  63
8.13. Notice of Environmental Complaint or Condition. ........  63
8.14. Environmental Compliance. ..............................  63
8.15. Indemnification.  ......................................  63
8.16. Further Assurances. ....................................  64
8.17. Employee Benefit Plans. ................................  64
8.18. Continued Operations. ..................................  65
8.19. Additional Support Documents. ..........................  65
8.20. Subsidiary Support of Permitted Indebtedness. ..........  67
8.21. Opinions of Foreign Counsel. ...........................  67
8.22. Post-Closing Covenants. ................................  67
8.23. Uniform Commercial Code Financing Statements. ..........  67

                               iii<PAGE>
                           ARTICLE IX
                       Negative Covenants

9.1.  Financial Covenants.....................................  69
9.2.  Acquisitions. ..........................................  70
9.3.  Liens. .................................................  70
9.4.  Indebtedness. ..........................................  71
9.5.  Transfer of Assets. ....................................  71
9.6.  Investments.  ..........................................  72
9.7.  Merger or Consolidation. ...............................  72
9.8.  Restricted Payments.  ..................................  73
9.9.  Transactions with Affiliates.  .........................  73
9.10. Compliance with ERISA, the Code and Foreign
       Benefit Laws.  ........................................  73
9.11. Accounting Changes.  ...................................  74
9.12. Dissolution, etc. ......................................  74
9.13. Limitations on Sales and Leasebacks.  ..................  74
9.14. Change in Control. .....................................  75
9.15. Limitation on Guaranties. ..............................  75
9.16. Negative Pledge Clauses. ...............................  75
9.17. Prepayments, Etc. of Indebtedness. .....................  75
9.18. Restrictive Agreements. ................................  75

                           ARTICLE X
               Events of Default and Acceleration 

10.1. Events of Default.  ....................................  76
10.2. Agent to Act. ..........................................  79
10.3. Cumulative Rights.  ....................................  79
10.4. No Waiver.   ...........................................  79
10.5. Allocation of Proceeds. ................................  79
10.6. Judgment Currency.  ....................................  80

                           ARTICLE XI
                            The Agent

11.1. Appointment, Powers, and Immunities. ...................  81
11.2. Reliance by Agent. .....................................  81
11.3. Defaults. ..............................................  82
11.4. Rights as Lender. ......................................  82
11.5. Indemnification. .......................................  82
11.6. Non-Reliance on Agent and Other Lenders. ...............  83
11.7. Resignation of Agent.   ................................  83

                               iv<PAGE>
11.8. Fees. ..................................................  83

                           ARTICLE XII
                          Miscellaneous

12.1. Assignments and Participations..........................  84
12.2. Notices.  ..............................................  85
12.3. Right of Set-off; Adjustments. .........................  86
12.4. Survival.  .............................................  87
12.5. Expenses. ..............................................  87
12.6. Amendments and Waivers.  ...............................  88
12.7. Counterparts. ..........................................  88
12.8. Termination. ...........................................  88
12.9. Indemnification. .......................................  89
12.10.Severability. ..........................................  89
12.11.Entire Agreement. ......................................  89
12.12.Agreement Controls. ....................................  90
12.13.Usury Savings Clause. ..................................  90
12.14.Governing Law; Waiver of Jury Trial. ...................  90
12.15.Payments  ..............................................  91
12.16.Subordination ..........................................  92
12.17.Joint and Several Obligations ..........................  92

EXHIBIT A    Applicable Commitment Percentages ...............  A-1
EXHIBIT B    Form of Assignment and Acceptance ...............  B-1
EXHIBIT C    Notice of Appointment (or Revocation) of
               Authorized Representative .....................  C-1
EXHIBIT D-1  Form of Borrowing Notice ........................  D-1-1
EXHIBIT D-2  Form of Borrowing Notice -- Swing Line Loans.....  D-2-1
EXHIBIT E    Form of Collateral Assignment of Interests.......  E-1
EXHIBIT F    Form of Guaranty  ...............................  F-1
EXHIBIT G    Form of Interest Rate Selection Notice ..........  G-1
EXHIBIT H    Form of LC Account Agreement ....................  H-1
EXHIBIT I    Form of Negative Pledge Agreement ...............  I-1
EXHIBIT J-1  Form of Revolving Note ..........................  J-1-1
EXHIBIT J-2  Form of Swing Line Note .........................  J-2-1
EXHIBIT K-1  Form of Stock Pledge Agreement (Miller) .........  K-1-1
EXHIBIT K-2  Form of Stock Pledge Agreement (Domestic
               Subsidiaries) .................................  K-2-1
EXHIBIT L    Form of Opinion of Borrowers' and Guarantors'
               Counsel  ......................................  L-1-1
EXHIBIT M    Compliance Certificate ..........................  M-1


                              v<PAGE>

SCHEDULE 1.1(a)        Existing Debt
SCHEDULE 1.1(b)        Existing Letters of Credit
SCHEDULE 7.4           Subsidiaries
SCHEDULE 7.6           Existing Indebtedness
SCHEDULE 7.7           Title to Properties
SCHEDULE 7.10          Litigation
SCHEDULE 7.19          Employment Matters
SCHEDULE 8.5           Insurance

                               vi
<PAGE>
                         CREDIT AGREEMENT


          THIS CREDIT AGREEMENT, dated as of January 30, 1998
(the "Agreement"), is made by and among MILLER INDUSTRIES, INC.,
a Tennessee corporation having its principal place of business in
Ooltewah, Tennessee ("Miller"), and MILLER INDUSTRIES TOWING
EQUIPMENT INC., a Delaware corporation and wholly owned
subsidiary of Miller having its principal place of business in
Ooltewah, Tennessee ("Miller Towing") ("Miller and Miller Towing
may be referred to individually herein as a "Borrower" and
collectively as the Borrowers"), NATIONSBANK OF TENNESSEE,
NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States, in its capacity
as a Lender, as the Swing Line Lender and as the Issuing Bank
(each as hereinafter defined) ("NationsBank"), and each other
financial institution executing and delivering a signature page
hereto and each other financial institution which may hereafter
execute and deliver an instrument of assignment with respect to
this Agreement pursuant to Section 12.1 (hereinafter such
financial institutions may be referred to individually as a
"Lender" or collectively as the "Lenders"), and NATIONSBANK OF
TENNESSEE, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States, in
its capacity as agent for the Lenders (in such capacity, and
together with any successor agent appointed in accordance with
the terms of Section 11.7, the "Agent");

                       W I T N E S S E T H:

          WHEREAS, the Borrowers have requested that the Lenders
make available to the Borrowers a revolving credit facility of up
to $150,000,000, 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

          WHEREAS, the Lenders are willing to make such revolving
credit 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:

                            ARTICLE I

                      Definitions and Terms
                      ---------------------

          1.1. DEFINITIONS.  For the purposes of this Agreement,
in addition to the definitions set forth above, the following
terms shall have the respective meanings set forth below:

               "Acquisition" means the acquisition of (i) a
          controlling interest in another Person (including the
          purchase of an option, warrant or convertible or
          similar type security to acquire such a controlling
          interest at the time it becomes exercisable by the
          holder thereof), whether by purchase of such equity
          interest or upon exercise of an option or warrant for,
          or conversion of securities into, such equity interest,
<PAGE>
          or (ii) assets of another Person which constitute all
          or substantially all of the assets of such Person or of
          a line or lines of business conducted by such Person. 
          The term "controlling interest" means the possession,
          directly or indirectly, of the power to direct or cause
          the direction of the management and policies of a
          Person, whether through ownership of Voting Stock, by
          contract or otherwise.

               "Advance" means a borrowing under the Revolving
          Credit Facility consisting of a Base Rate Loan or a Eurodollar
          Rate Loan.

               "Affiliate" means any Person (i) which directly or
          indirectly through one or more intermediaries controls,
          or is controlled by, or is under common control with
          Miller; or (ii) which beneficially owns or holds 5% or
          more of any class of the outstanding Voting Stock of
          Miller or (iii) 5% or more of any class of the
          outstanding Voting Stock (or in the case of a Person
          which is not a corporation, 5% or more of the equity
          interest) of which is beneficially owned or held by
          Miller.  The term "control" means the possession,
          directly or indirectly, of the power to direct or cause
          the direction of the management and policies of a
          Person, whether through ownership of Voting Stock, by
          contract or otherwise.

               "Applicable Commitment Percentage" means, with
          respect to each Lender that portion of the Total
          Revolving Credit Commitment (including its
          Participations and its obligations hereunder to the
          Issuing Bank to acquire Participations) allocable to
          such Lender (i) with respect to Lenders as of the
          Closing Date, as set forth in Exhibit A, and (ii) with
          respect to any Person who becomes a Lender hereafter,
          as reflected in each Assignment and Acceptance to which
          such Lender is a party Assignee; 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 Lending Office" means, for each Lender
          and for each Type of Loan, the "Lending Office" of such
          Lender (or of an affiliate of such Lender) designated
          for such Type of Loan on the signature pages hereof or
          such other office of such Lender (or an affiliate of
          such Lender) as such Lender may from time to time
          specify to the Agent and Miller by written notice in
          accordance with the terms hereof as the office by which
          its Loans of such Type are to be made and maintained.

               "Applicable Margin" means 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 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

                               2
<PAGE>
          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>
               Ratio of                     Applicable Margin        Applicable Margin
Consolidated Funded Total Indebtedness     for Eurodollar for            Base Rate
       to Consolidated EBITDA                 Rate Loans                  Loans
--------------------------------------     -------------------       -----------------
<S>                                             <C>                       <C>
Greater than or equal to 2.50 to 1.00           1.500%                    .250%

Greater than or equal to 2.00 to 1.00 but       1.250%                    .000%
   less than 2.50 to 1.00

Greater than or equal to 1.50 to 1.00 but        1.000%                   .000%
   less than 2.00 to 1.00

Greater than or equal to .50 to 1.00 but          .750%                   .000%
   less than 1.50 to 1.00

Less than .50 to 1.00                             .625%                   .000%
</TABLE>

          The initial Applicable Margin for Eurodollar Rate Loans
          and Base Rate Loans to be in effect as of the Closing
          Date and at all times thereafter until the first
          Compliance Date to occur after the Closing Date shall
          be .750% and .000%, respectively.

               "Applications and Agreements for Letters of Credit"
          means, collectively, the Applications and Agreements for
          Letters of Credit, or similar documentation, executed by a
          Borrower from time to time and delivered to the Issuing Bank to
          support the issuance of Letters of Credit.

               "Approved Fund" means, with respect to any Lender that is
          a fund that invests in commercial loans, any other fund
         that invests in commercial loans and is managed by the same
         investment advisor as such Lender or by an affiliate of such
         investment advisor.

               "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, 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 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)); provided, however, the
          term "Asset Disposition" shall not include (i) any sales of used
          trucks in the towing services division, (ii) any sales of conditional
          sales contracts or finance leases originated by Miller Financial
          in connection with the financing of sales of inventory, in each
          case in the ordinary course of business consistent with past practice
          and (iii) any transfers of assets to a Foreign Subsidiary pursuant to
          Section 9.5(d).

                               3<PAGE>
               "Assigned Interest" has the meaning ascribed to
          such term in the Collateral Assignment of  Interests.

               "Assignment and Acceptance" shall mean an Assignment
          and Acceptance in the form of Exhibit B (with blanks
          appropriately filled in) executed and delivered to the Agent by
          the parties thereto in connection with an assignment of a
          Lender's interest under this Agreement pursuant to Section 12.1.

               "Authorized Representative" means any of the Chief
          Executive Officer, President,  any Executive or Senior
          Vice President of Miller or, with respect to financial
          matters, the chief financial officer or Treasurer of
          Miller, or any other Person expressly designated by the
          Board of Directors of Miller (or the appropriate
          committee thereof) as an Authorized Representative of
          Miller, as set forth from time to time in a certificate
          in the form of Exhibit C.

               "Bank America Lease Transaction" means that
          transaction evidenced by that certain Lease Intended As
          Security dated as of August 12, 1997 between BA Leasing
          & Capital Corporation, a California corporation with an
          office at 555 California Street, 4th Floor, San
          Francisco, California 94104, as Lessor, and RoadOne
          Service, Inc., a Delaware corporation, with its
          principal office at 6025 Lee Highway, Executive Park,
          Suite 301, Chattanooga, Tennessee 37421, as Lessee.

               "Base Rate" means the sum of (i) for any day, the
          rate per annum equal to the higher of (a) the Federal
          Funds Rate for such day plus one-half of one percent
          (0.5%) or (b) the Prime Rate for such day and (ii) the
          Applicable Margin.  Any change in the Base Rate due to
          a change in the Prime Rate or the Federal Funds Rate
          shall be effective on the effective date of such change
          in the Prime Rate or Federal Funds Rate.

               "Base Rate Loan" means a Loan for which the rate
          of interest is determined by reference to the Base
          Rate.

               "Base Rate Refunding Loan" means a Base Rate Loan
          or Swing Line Loan made either to (i) satisfy
          Reimbursement Obligations arising from a drawing under
          a Letter of Credit or (ii) pay the Swing Line Lender in
          respect of Swing Line Outstandings.

               "Board" means the Board of Governors of the
          Federal Reserve System (or any successor body).

               "Borrowers' Account" means a demand deposit
          account with the Agent, which may be maintained at one
          or more offices of the Agent or an agent of the Agent.

               "Borrowing Notice" means the notice delivered by
          an Authorized Representative in connection with an
          Advance under the Revolving Credit Facility or a Swing
          Line Loan in the forms of Exhibits D-1 and D-2,
          respectively. 

                               4<PAGE>
               "Business Day" means, (i) with respect to any Base
          Rate Loan, any day which is not a Saturday, Sunday or a
          day on which banks in the States of New York, North
          Carolina and Tennessee are authorized or obligated by
          law, executive order or governmental decree to be
          closed, and (ii) with respect to any Eurodollar Rate
          Loan, any day which is a Business Day, as described
          above, and on which the relevant international
          financial markets are open for the transaction of
          business contemplated by this Agreement in London,
          England, New York, New York, Charlotte, North Carolina
          and Chattanooga, Tennessee.

               "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)), 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, all of the foregoing determined on a
          consolidated basis in accordance with Generally
          Accepted Accounting Principles applied on a Consistent
          Basis; provided, however, there shall be excluded from
          the determination of Capital Expenditures expenses
          incurred on or before July 31, 1999 in an aggregate
          amount not to exceed $3,000,000 and which are
          specifically associated with Miller's expansion of its
          facility at Ooltewah, Tennessee or its facility at
          Greeneville, Tennessee.

               "Capital Leases" means all leases which have been
          or should be capitalized in accordance with GAAP as in
          effect from time to time including Statement No. 13 of
          the Financial Accounting Standards Board and any
          successor thereof.

               "Certificate and Receipt of Registrar" means,
          collectively or individually as the context may
          indicate, (i) the Certificate and Receipt of Registrar
          dated as of the Closing Date among certain Subsidiaries
          and the Agent, if any Collateral Assignment of
          Interests is required to be delivered on the Closing

                                     5<PAGE>
          Date, and (ii) any additional Certificate and Receipt
          of Registrar delivered to the Agent pursuant to Section
          8.19, in each case in the form attached to the
          Collateral Assignment of Interests, as any such
          Certificate and Receipt of Registrar may be hereafter
          amended, supplemented or restated from time to time.

               "Change of Control" means, at any time:

                               5<PAGE>
                         (i)  any "person" or "group" (each as
               used in Sections 13(d)(3) and 14(d)(2) of the
               Exchange Act), other than William G. Miller (or
               his spouse, lineal descendants or trusts for their
               benefit), either (A) becomes the "beneficial
               owner" (as defined in Rule 13d-3 of the Exchange
               Act ), directly or indirectly, of Voting Stock of
               the Borrower (or securities convertible into or
               exchangeable for such Voting Stock) representing
               25% or more of the combined voting power of all
               Voting Stock of Miller (on a fully diluted basis)
               or (B) otherwise has the ability, directly or
               indirectly, to elect a majority of the board of
               directors of Miller;

                         (ii) during any period of up to 12
               consecutive months, commencing on the Closing
               Date, individuals who at the beginning of such 12-
               month period were directors of Miller shall cease
               for any reason (other than the death, disability
               or retirement of an officer of Miller that is
               serving as a director at such time so long as
               another officer of Miller replaces such Person as
               a director) to constitute a majority of the board
               of directors of Miller; or 

                         (iii)     any Person or two or more
               Persons (other than those Persons identified in
               clause (i) above or existing directors) acting in
               concert shall have acquired, by contract or
               otherwise, or shall have entered into a contract
               or arrangement and satisfied any conditions to
               effectiveness, that, upon consummation thereof,
               will result in its or their acquisition of the
               power to exercise, directly or indirectly, a
               controlling influence on the management or
               policies of Miller.

               "Closing Date" means the date as of which this
          Agreement is executed by the Borrowers, the Lenders and
          the Agent and on which the conditions set forth in
          Section 6.1 have been satisfied.

               "Code" means the Internal Revenue Code of 1986, as
          amended, and any regulations promulgated thereunder.

               "Collateral" means the collateral described in the
Security Instruments.

               "Collateral Assignment of  Interests" means,
          collectively or individually as the context may
          indicate, (i) the Collateral Assignment of  Interests
          dated as of the Closing Date among Miller, certain
          Subsidiaries and the Agent if any such Collateral
          Assignment is required to be delivered on the Closing
          Date, and (ii) any additional Collateral Assignment of
          Interests delivered to the Agent pursuant to Section
          8.19, in each case substantially in the form of Exhibit
          E, as any such Collateral Assignment of Interests may
          be hereafter amended, supplemented or restated from
          time to time.

               "Commitment Fee Rate" means one quarter percent
          (0.250%) per annum. 

               "Compliance Date" has the meaning ascribed to such
          term in the definition of "Applicable Margin" in
          Section 1.1.

                               6<PAGE>
               "Consistent Basis" in reference to the application
          of GAAP means the accounting principles observed in the
          period referred to are comparable in all material
          respects to those applied in the preparation of the
          audited financial statements of Miller referred to in
          Section 7.6(a).

               "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, (i) Consolidated Net Income,
          (ii) Consolidated Interest Expense, (iii) taxes on
          income, (iv) amortization, (v) depreciation and (vi)
          non-recurring noncash restructuring charges, 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 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, 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, less (without
          duplication) Capital Expenditures for such period less
          (without duplication) income taxes paid in cash during
          such period, to (ii) Consolidated Fixed Charges, in
          each case during such Four-Quarter Period.

               "Consolidated Fixed Charges" means, with respect
          to Miller and its Subsidiaries, for any Four-Quarter
          Period ending on the date of computation thereof, the
          sum of, without duplication, (i) Consolidated Interest
          Expense, plus (ii) 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 (iii) current maturities of
          Consolidated Funded Total Indebtedness, plus (iv)
          current maturities of Capital Leases, plus (v) all
          payments (contingent, deferred or otherwise) in respect
          of Acquisitions representing any deferred portion of
          the consideration for such Acquisition, plus (vi) all
          payments in respect of Off Balance Sheet Liabilities,
          including but not limited to the Bank America Lease
          Transaction, all determined on a consolidated basis in
          accordance with Generally Accepted Accounting
          Principles applied on a Consistent Basis; provided,
          however, that for each of the first four fiscal
          quarters following any Acquisition, the calculation of
          Consolidated Fixed Charges for each Four-Quarter Period
          ending on the last day of each such fiscal quarter
          shall include the historical fixed charges of the
          acquired business for that portion of such Four-Quarter
          Period occurring prior to such Acquisition, to the

                               7
<PAGE>
          extent that such Acquisition has not otherwise been
          reflected in Miller's consolidated financial
          statements.

               "Consolidated Funded Senior Indebtedness" means at
          any time as of which the amount thereof is to be
          determined, (i) all Consolidated Funded Total
          Indebtedness then outstanding, including without
          limitation any Loans, minus (ii) the aggregate
          principal amount of all Subordinated Debt.

               "Consolidated Funded Total Indebtedness" means, at
          any time as of which the amount thereof is to be
          determined, all Indebtedness for Money Borrowed of
          Miller and its Subsidiaries (including, but not limited
          to, all current maturities and borrowings under short
          term loans) plus the face amount of all issued and
          outstanding letters of credit and all obligations (to
          the extent not duplicative) arising under such letters
          of credit (other than letters of credit issued to
          secure workers' compensation obligations and having an
          aggregate face amount outstanding at any time not in
          excess of $3,000,000) plus all liabilities with respect
          to Off Balance Sheet Liabilities, including but not
          limited to the Bank America Lease Transaction, all
          determined on a consolidated basis in accordance with
          Generally Accepted Accounting Principles applied on a
          Consistent Basis.

               "Consolidated Interest Expense" means, for any
          period of computation thereof, the gross interest
          expense of Miller and its Subsidiaries, including
          without limitation (i) the current amortized portion of
          debt discounts to the extent included in gross interest
          expense, (ii) the current amortized portion of all fees
          (including fees payable in respect of any Swap
          Agreement and Letters of Credit) payable in connection
          with the incurrence of Indebtedness to the extent
          included in gross interest expense and (iii) the
          portion of any payments made in connection with Capital
          Leases allocable to interest expense, in each of the
          foregoing cases determined on a consolidated basis in
          accordance with GAAP applied on a Consistent Basis.

               "Consolidated Net Income" means, for any period of
          computation thereof, the gross revenues from operations
          of Miller and its Subsidiaries (including payments
          received by Miller and its Subsidiaries of (i) interest
          income, and (ii) dividends and distributions made in
          the ordinary course of their businesses by Persons in
          which investment is permitted pursuant to this
          Agreement and not related to an extraordinary event),
          less all operating and non-operating expenses of Miller
          and its Subsidiaries including taxes on income, all
          determined on a consolidated basis in accordance with
          GAAP applied on a Consistent Basis.

               "Consolidated Tangible 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 adjustment), plus
          (iv) the amount of any non-recurring noncash
          restructuring charges incurred since October 31, 1997,
          minus (v) the amount of any treasury stock, and minus

                                8<PAGE>
          (vi) intangibles, including without limitation
          goodwill, patents and trademarks, all as determined in
          accordance with GAAP applied on a Consistent Basis.

               "Consolidated Total Assets" means, as of the date
          on which the amount thereof is to be determined, the
          net book value of all assets of Miller and its
          Subsidiaries as determined on a consolidated basis in
          accordance with GAAP applied on a Consistent Basis.

               "Contingent Obligation" of any Person means all
          contingent liabilities required (or which, upon the
          creation or incurring thereof, would be required) to be
          included in the financial statements (including
          footnotes) of such Person in accordance with GAAP
          applied on a Consistent Basis, including Statement
          No. 5 of the Financial Accounting Standards Board, all
          Rate Hedging Obligations and any obligation of such
          Person guaranteeing or in effect guaranteeing any
          Indebtedness, dividend or other obligation of any other
          Person (the "primary obligor") in any manner, whether
          directly or indirectly, including obligations of such
          Person however incurred:

                    (1)  to purchase such Indebtedness or other
               obligation or any property or assets constituting
               security therefor;

                    (2)  to advance or supply funds in any manner
               (i) for the purchase or payment of such
               Indebtedness or other obligation, or (ii) to
               maintain a minimum working capital, net worth or
               other balance sheet condition or any income
               statement condition of the primary obligor;

                    (3)  to grant or convey any lien, security
               interest, pledge, charge or other encumbrance on
               any property or assets of such Person to secure
               payment of such Indebtedness or other obligation
               of the primary obligor;

                    (4)  to lease property or to purchase
               securities or other property or services primarily
               for the purpose of assuring the owner or holder of
               such Indebtedness or obligation of the ability of
               the primary obligor to make payment of such
               Indebtedness or other obligation; or

                    (5)  otherwise to assure the owner of the
               Indebtedness or such obligation of the primary
               obligor against loss in respect thereof.

               "Continue", "Continuation" and "Continued" shall
          refer to the continuation pursuant to Section 2.8
          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 Section 2.8 or
          Article V of one Type of Loan into another Type of
          Loan.

               "Cost of Acquisition" means, as at the date of
          closing any Acquisition, the sum of the following:  (i)
          any cash or other property (excluding the value of
          capital stock or warrants or options to acquire capital
          stock of Miller or any Subsidiary) or the unpaid
          principal amount of any debt instrument given as
          consideration in such Acquisition, and (ii) any
          Indebtedness or liabilities assumed by Miller or its

                               9
<PAGE>
          Subsidiaries in connection with such Acquisition
          (excluding (x) trade payables of the acquired business
          incurred in the ordinary course of business and (y)
          accrued expenses of any acquired business provided such
          accrued expenses relate to utilities, payroll and other
          similar operating expenses incurred in the ordinary
          course of business). 

               "Debt Offering" means the incurrence of any
          Indebtedness for Money Borrowed not otherwise permitted
          hereunder in connection with a public offering or private
          placement of debt securities of Miller or any Subsidiary
          (other than debt securities issued to Miller or a
          Guarantor) or otherwise.

               "Default" means any event or condition which, with
          the giving or receipt of notice or lapse of time or
          both, would constitute an Event of Default hereunder.

               "Default Rate" means (i) with respect to each
          Eurodollar Rate Loan, until the end of the Interest
          Period applicable thereto, a rate of two percent (2%)
          above the Eurodollar Rate applicable to such Loan, and
          thereafter at a rate of interest per annum which shall
          be two percent (2%) above the Base Rate, (ii) with
          respect to Base Rate Loans, at a rate of interest per
          annum which shall be two percent (2%) above the Base
          Rate, and (iii) in any case, the maximum rate permitted
          by applicable law, if lower.

               "Determination Date" means the last day of each
          fiscal quarterly period of Miller.

               "Direct Foreign Subsidiary" means any Foreign
          Subsidiary a majority of whose outstanding voting stock
          is owned directly by Miller or a Domestic Subsidiary.

               "Dollars" and the symbol "$" means dollars
          constituting legal tender for the payment of public and
          private debts in the United States of America.

               "Domestic Subsidiary" means any Subsidiary of
          Miller organized under the laws of the United States of
          America or a state or territory thereof. 

               "Eligible Assignee" means (i) a Lender; (ii) an
          affiliate or Approved Fund of a Lender; and (iii) any other
          Person approved by the Agent and, unless an Event of
          Default has occurred and is continuing at the time any
          assignment is effected in accordance with Section 12.1,
          Miller, provided that such approval shall not be unreasonably
          withheld or delayed by Miller and such approval shall be
          deemed given by Miller within five (5) Business Days
          after notice of such proposed assignment has been provided by
          the assigning Lender to Miller; provided further, however,
          that neither Miller nor an affiliate of Miller shall qualify
          as an Eligible Assignee.

               "Eligible Securities" means the following
          obligations and any other obligations previously
          approved in writing by the Agent:

                              10<PAGE>
                    (a)  Government Securities;

                    (b)  demand or interest bearing time deposits
          issued by any Lender or certificates of deposit
          maturing within one year from the date of issuance
          thereof and issued by a bank or trust company
          organized under the laws of the United States or
          of any state thereof having capital surplus and
          undivided profits aggregating at least
          $400,000,000 and being rated "A-3" or better by
          S&P or "A" or better by Moody's;

                    (c)  Repurchase Agreements;

                    (d)  Municipal Obligations;

                    (e)  Pre-Refunded Municipal Obligations;

                    (f)  shares of mutual funds which invest in
           obligations described in paragraphs (a) through
           (e) above, the shares of which mutual funds are at
           all times rated "AAA" by S&P; 

                    (g)  tax-exempt or taxable adjustable rate
           preferred stock issued by a Person having a rating
           of its long term unsecured debt of "A" or better
           by S&P or "A-1" or better by Moody's; and

                    (h)  asset-backed remarketed certificates of
           participation representing a fractional undivided
           interest in the assets of a trust, which
           certificates are rated at least "A-1" by S&P and
           "P-1" by Moody's.

               "Employee Benefit Plan" means (i) any employee
          benefit plan, including any Pension Plan, within the
          meaning of Section 3(3) of ERISA which (A) is
          maintained for employees of Miller, any of its ERISA
          Affiliates or any Subsidiary or is assumed by Miller,
          any of its ERISA Affiliates or any Subsidiary in
          connection with any Acquisition or (B) has at any time
          been maintained for the employees of Miller, any
          current or former ERISA Affiliate or any Subsidiary and
          (ii) any plan, arrangement, understanding or scheme
          maintained by Miller or any Subsidiary that provides
          retirement, deferred compensation, employee or retiree
          medical or life insurance, severance benefits or any
          other benefit covering any employee or former employee
          and which is administered under any Foreign Benefit Law
          or regulated by any Governmental Authority other than
          the United States of America. 

               "Environmental Laws" means any federal, state,
          local or foreign statute, law, ordinance, code, rule,
          regulation, order, decree, permit or license
          regulating, relating to, or imposing liability or
          standards of conduct concerning, any environmental
          matters or conditions, environmental protection or
          conservation, including without limitation, the


                               11<PAGE>
          Comprehensive Environmental Response, Compensation and
          Liability Act of 1980, as amended; the Superfund
          Amendments and Reauthorization Act of 1986, as amended;
          the Resource Conservation and Recovery Act, as amended;
          the Toxic Substances Control Act, as amended; the Clean
          Air Act, as amended; the Clean Water Act, as amended,
          together with all regulations promulgated under any of
          the foregoing.

               "Equity Offering" means a public or private
          offering of equity securities (including, without limitation,
          any security or investment exchangeable, exercisable or
          convertible for or into, or otherwise entitling the holder
          to receive, equity securities) of Miller or any Subsidiary (other
          than securities issued to Miller or another Subsidiary).

               "ERISA" means the Employee Retirement Income
          Security Act of 1974, as amended from time to time, and
          any successor statute and all rules and regulations
          promulgated thereunder. 

               "ERISA Affiliate", as applied to Miller, means any
          Person or trade or business which is a member of a
          group which is under common control with Miller, who
          together with Miller, is treated as a single employer
          within the meaning of Section 414(b), (c), (m) or (o)
          of the Code.

               "Eurodollar Rate" means the interest rate per
          annum calculated according to the following formula:

          Eurodollar   =     Interbank Offered Rate     +    Applicable Margin
                             ----------------------
          Rate          1 - Reserve Requirement Margin

               "Eurodollar Rate Loan" means a Loan for which the
          rate of interest is determined by reference to the
          Eurodollar Rate. 

               "Event of Default" means any of the occurrences
          set forth as such in Section 10.1.

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

               "Existing Debt" means such Indebtedness as set
          forth on Schedule 1.1(a).

               "Existing Letter of Credit" means any of those
          letters of credit set forth on Schedule 1.1(b).

               "Federal Funds Rate" means, for any day, the rate
          per annum (rounded upwards, if necessary, to the nearest 1/100 of
          1%) equal to the weighted average of the rates on overnight
          Federal funds transactions with members of the Federal Reserve
          System arranged by Federal funds brokers on such day, as
          published by the Federal Reserve Bank of New York  (Statistical
          Release H-15) on the Business Day next succeeding such day;
          provided that (a) if such day is not a Business Day, the Federal

                               12<PAGE>
          Funds Rate for such day shall be such rate on such transactions
          on the next preceding Business Day as so published on the next
          succeeding Business Day, and (b) if no such rate is so published
          on such next succeeding Business Day, the Federal Funds Rate for
          such day shall be the average rate charged to the Agent (in its
          individual capacity) on such day on such transactions as
          determined by the Agent.

               "Fiscal Year" means the twelve month fiscal period
          of Miller commencing on the May 1 of each calendar year
          and ending on April 30 of the following calendar year;
          provided, that in the event Miller changes its Fiscal
          Year to a calendar fiscal year, "Fiscal Year" shall
          mean the twelve month fiscal period of Miller
          commencing on January 1 and ending on December 31 of
          each calendar year.

               "Fiscal Year End" means the last day of a Fiscal
          Year and "Fiscal Year End" followed by a numerical year
          means the last day of such Fiscal Year.

               "Foreign Benefit Law" means any applicable
          statute, law, ordinance, code, rule, regulation, order
          or decree of any nation other than the United States of
          America, or any province, state, territory,
          protectorate or other political subdivision of any such
          nation, regulating, relating to, or imposing liability
          or standards of conduct concerning, any Employee
          Benefit Plan.

               "Foreign Subsidiary" means any Subsidiary of
          Miller that is not a Domestic Subsidiary.

               "Four-Quarter Period" means a period of four full
          consecutive fiscal quarters of Miller and its
          Subsidiaries, taken together as one accounting period.

               "GAAP" or "Generally Accepted Accounting
          Principles" means generally accepted accounting
          principles, being those principles of accounting which
          are set forth in pronouncements of the Financial
          Accounting Standards Board or the American Institute of
          Certified Public Accountants or which have other
          substantial authoritative support and are applicable in
          the circumstances as of the date of a report.

               "Government Securities" means direct obligations
          of, or obligations the timely payment of principal and
          interest on which are fully and unconditionally
          guaranteed by, the United States of America or any
          agency thereof.

               "Governmental Authority" shall mean any Federal,
          state, municipal, national or other governmental
          department, commission, board, bureau, court, agency or
          instrumentality or political subdivision thereof or any
          entity or officer exercising executive, legislative,
          judicial, regulatory or administrative functions of or
          pertaining to any government or any court, in each case
          whether associated with a state of the United States,
          the United States, or a foreign entity or government.

               "Guarantors" means, at any date, the Domestic
          Subsidiaries other than Miller Towing.

               "Guarantors' Obligations" has the meaning ascribed
          to such term in the Guaranty.


                               13<PAGE>
               "Guaranty" means, collectively or individually as
          the context may indicate, (i) each Guaranty Agreement
          dated as of the Closing Date between one or more of the
          Guarantors and the Agent, and (ii) any additional
          Guaranty Agreements delivered to the Agent pursuant to
          Section 8.19, in each case substantially in the form of
          Exhibit F, as any such Guaranty Agreement may be
          hereafter amended, supplemented or restated from time
          to time.

               "Hazardous Material" means and includes any
          pollutant, contaminant, or hazardous, toxic or
          dangerous waste, substance or material (including
          without limitation petroleum products, asbestos-
          containing materials and lead), the generation,
          handling, storage, transportation, disposal, treatment,
          release, discharge or emission of which is subject to
          any Environmental Law.

               "Immaterial Subsidiary" means any Subsidiary which
          had less than $5,000,000 in total revenues for its most
          recent fiscal year.

               "Indebtedness" means with respect to any Person,
          without duplication, all Indebtedness for Money
          Borrowed, all indebtedness of such Person for the
          acquisition of property or arising under Rate Hedging
          Obligations, all indebtedness secured by any Lien on
          the property of such Person whether or not such
          indebtedness is assumed, all liability of such Person
          by way of endorsements (other than for collection or
          deposit in the ordinary course of business), all
          Contingent Obligations, including letters of credit and
          other items which in accordance with GAAP are required
          to be classified as a liability on a balance sheet; but
          excluding all accounts payable and accruals in the
          ordinary course of business so long as payment therefor
          is due within one year; provided that in no event shall
          the term Indebtedness include surplus and retained
          earnings, lease obligations (other than pursuant to
          Capital Leases), reserves for deferred income taxes and
          investment credits or other deferred credits or
          reserves. 

               "Indebtedness for Money Borrowed" means with
          respect to any Person, without duplication, all
          indebtedness in respect of money borrowed, including
          without limitation all Capital Leases and the deferred
          purchase price of any property or asset, evidenced by a
          promissory note, bond, debenture or similar written
          obligation for the payment of money (including
          conditional sales or similar title retention
          agreements), and all obligations in respect of Off
          Balance Sheet Liabilities, including but not limited to
          the Bank America Lease Transaction, other than trade
          payables and short-term accounts payable incurred in
          the ordinary course of business.

               "Interbank Offered Rate" means, for any Eurodollar
          Rate Loan for any Interest Period therefor, the rate
          per annum (rounded upwards, if necessary, to the
          nearest 1/100 of 1%) appearing on Telerate Page 3750
          (or any successor page) as the London interbank offered
          rate for deposits in Dollars at approximately 11:00
          a.m. (London time) two Business Days prior to the first
          day of such Interest Period for a term comparable to
          such Interest Period. If for any reason such rate is
          not available, the term "Interbank Offered Rate" shall
          mean, for any Eurodollar Rate Loan for any Interest
          Period therefor, the rate per annum (rounded upwards,
          if necessary, to the nearest 1/100 of 1%) appearing on
          Reuters Screen LIBO Page as the London interbank
          offered rate for deposits in Dollars at approximately

                               14<PAGE>
          11:00 a.m. (London time) two Business Days prior to the
          first day of such Interest Period for a term comparable
          to such Interest Period; provided, however, if more
          than one rate is specified on Reuters Screen LIBO Page,
          the applicable rate shall be the arithmetic mean of all
          such rates (rounded upwards, if necessary, to the
          nearest 1/100 of 1%).

               "Interest Period" means, for each Eurodollar Rate
          Loan, a  period commencing on the date such Eurodollar
          Rate Loan is made or Converted and ending, at the
          Borrowers' option, on the date one, two, three or six
          months thereafter as notified to the Agent by the
          Authorized Representative three (3) Business Days prior
          to the beginning of such Interest Period; provided,
          that,

                      (i)  if the Authorized Representative fails
               to notify the Agent of the length of an Interest
               Period three (3) Business Days prior to the first
               day of such Interest Period, the Loan for which
               such Interest Period was to be determined shall be
               deemed to be a Base Rate Loan as of the first day
               thereof;

                     (ii)  if an Interest Period for a Eurodollar
               Rate Loan would end on a day which is not a
               Business Day, such Interest Period shall be
               extended to the next Business Day (unless such
               extension would cause the applicable Interest
               Period to end in the succeeding calendar month, in
               which case such Interest Period shall end on the
               next preceding Business Day);

                    (iii)  any Interest Period which begins on
               the last Business Day of a calendar month (or on a
               day for which there is no numerically
               corresponding day in the calendar month at the end
               of such Interest Period) shall end on the last
               Business Day of a calendar month;

                     (iv)  no Interest Period shall extend past
               the Stated Termination Date;  and 

                      (v)  there shall not be more than eight (8)
               Interest Periods in effect on any day.

               "Interest Rate Selection Notice" means the written
          notice delivered by an Authorized Representative in
          connection with the election of a subsequent Interest
          Period for any Eurodollar Rate Loan or the Conversion
          of any Eurodollar Rate Loan into a Base Rate Loan or
          the Conversion of any Base Rate Loan into a Eurodollar
          Rate Loan, in the form of Exhibit G.

               "Issuing Bank" means initially NationsBank and
          thereafter any Lender which is successor to NationsBank
          as issuer of Letters of Credit under Article III.

               "LC Account Agreement" means the LC Account
          Agreement dated as of the Closing Date among the

                              15<PAGE>
          Borrowers and the Issuing Bank substantially in the
          form of Exhibit H, as such LC Account Agreement may be
          hereafter amended, supplemented or restated from time
          to time.

               "Letter of Credit" means (i) a standby or
          commercial letter of credit issued by the Issuing Bank
          for the account of a Borrower in favor of a Person
          advancing credit or securing an obligation on behalf of
          such Borrower or (ii) any Existing Letter of Credit.

               "Letter of Credit Commitment" means, with respect
          to each Lender, the obligation of such Lender to
          acquire Participations in respect of Letters of Credit
          and Reimbursement Obligations up to an aggregate amount
          at any one time outstanding equal to such Lender's
          Applicable Commitment Percentage of the Total Letter of
          Credit Commitment as the same may be increased or
          decreased from time to time pursuant to this Agreement.

               "Letter of Credit Facility" means the facility
          described in Article III hereof providing for the
          issuance by the Issuing Bank for the account of either
          or both of the Borrowers of Letters of Credit in an
          aggregate stated amount at any time outstanding not
          exceeding the Total Letter of Credit Commitment.

               "Letter of Credit Outstandings" means, as of any
          date of determination, the aggregate amount remaining
          undrawn under all Letters of Credit plus Reimbursement
          Obligations then outstanding.

               "Lien" means any interest in property securing any
          obligation owed to, or a claim by, a Person other than
          the owner of the property, whether such interest is
          based on the common law, statute or contract, and
          including but not limited to the lien or security
          interest arising from a mortgage, encumbrance, pledge,
          security agreement, conditional sale or trust receipt
          or a lease, consignment or bailment for security
          purposes.  For the purposes of this Agreement, Miller
          and any Subsidiary shall be deemed to be the owner of
          any property which it has acquired or holds subject to
          a conditional sale agreement, financing lease, or other
          arrangement pursuant to which title to the property has
          been retained by or vested in some other Person for
          security purposes.

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

               "Loan Documents" means this Agreement, the Notes,
          the Guaranty, the Security Instruments, the
          Applications and Agreements for Letter of Credit, and
          all other instruments and documents heretofore or
          hereafter executed or delivered to or in favor of any
          Lender or the Agent in connection with the Loans made
          and transactions contemplated under this Agreement, as
          the same may be amended, supplemented or restated from
          time to time.

               "Loan Parties" means the Borrowers, the Guarantors
          and any other Person (other than the Agent, the
          Lenders, the Swing Line Lender and the Issuing Bank)
          party to any of the Loan Documents.


                               16<PAGE>
               "Material Adverse Effect" means a material adverse
          effect on (i) the business, properties, prospects,
          operations or condition, financial or otherwise, of
          Miller and its Subsidiaries, taken as a whole, (ii) the
          ability of the Loan Parties taken as a whole to pay or
          perform the obligations, liabilities and indebtedness
          under the Loan Documents as such payment or performance
          becomes due in accordance with the terms thereof, or
          (iii) the rights, powers and remedies of the Agent or
          any Lender under any Loan Document or the validity,
          legality or enforceability thereof.

               "Material Contract" means any contract or
          agreement, written or oral, of  Miller or any of its
          Subsidiaries the failure to comply with which could
          reasonably be expected to have a Material Adverse
          Effect.

               "Material Foreign Subsidiary" means any Direct
          Foreign Subsidiary which (i) has total assets equal to
          or greater than 5% of the Consolidated Total Assets of
          Miller and its Subsidiaries (calculated as of the end
          of the most recent fiscal period for which financial
          statements have been delivered to the Agent pursuant to
          Section 8.1(a) or 8.1(b)) or (ii) has net income equal
          to or greater than 5% of the Consolidated Net Income of
          Miller and its Subsidiaries (calculated for the most
          recent fiscal period for which financial statements
          have been delivered pursuant to Section 8.1(a) or
          8.1(b)).

               "Miller Financial" means Miller Financial Services
          Group, Inc., a Tennessee corporation and the direct
          wholly-owned subsidiary of Miller.

               "Moody's" means Moody's Investors Service, Inc.

               "Multiemployer Plan" means a "multiemployer plan"
          as defined in Section 4001(a)(3) of ERISA to which
          Miller or any ERISA Affiliate is making, or is accruing
          an obligation to make, contributions or has made, or
          been obligated to make, contributions within the
          preceding six (6) Fiscal Years.

               "Municipal Obligations" means general obligations
          issued by, and supported by the full taxing authority
          of, any state of the United States of America or of any
          municipal corporation or other public body organized
          under the laws of any such state which are rated in the
          highest investment rating category by both S&P and
          Moody's.

               "NationsBank" means NationsBank of Tennessee,
          National Association and its successors.

               "NMS" means NationsBanc Montgomery Securities LLC
          and its successors.

               "Negative Pledge Agreement" means, collectively or
          individually as the context may indicate, (i) the
          Negative Pledge Agreement dated as of the Closing Date
          among the Borrowers, the Guarantors and the Agent, and
          (ii) any additional Negative Pledge Agreements

                               17<PAGE>
          delivered to the Agent pursuant to Section 8.19, in
          each case substantially in the form of Exhibit I, as
          any such Negative Pledge Agreement may be hereafter
          amended, supplemented or restated from time to time.

               "Net Proceeds" means (a) from any Equity Offering
          or Debt Offering cash payments received by Miller or any
          Subsidiary therefrom as and when received, net of (i) all bona
          fide legal, accounting, banking and underwriting fees and
          expenses, commissions, discounts and other issuance expenses
          incurred in connection therewith and (ii) all taxes required to
          be paid or accrued as a consequence of such issuance and (b) from
          any Asset Disposition cash payments received by Miller or any
          Subsidiary therefrom (including any cash payments received
          pursuant to any note or other debt security received in
          connection with any Asset Disposition) as and when received, net
          of (i) all bona fide legal fees and expenses and other fees,
          commissions and expenses paid to third parties and incurred in
          connection therewith, (ii) all taxes required to be paid or
          accrued as a consequence of such sale, (iii) amounts applied to
          repayment of Indebtedness (other than the Obligations) secured by
          a Lien on the asset or property disposed, and (iv) any other
          necessary costs incurred in connection with the sale.

               "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 and J-2, respectively.

               "Obligations" means the obligations, liabilities
          and Indebtedness of the Borrowers or either of them
          with respect to (i) the principal and interest on the
          Loans and Swing Line Loans as evidenced by the Notes,
          (ii) the Reimbursement Obligations and otherwise in
          respect of the Letters of Credit, (iii) all liabilities
          of the Borrowers or either of them to any Lender which
          arise under a Swap Agreement, and (iv) the payment and
          performance of all other obligations, liabilities and
          Indebtedness of the Borrowers or either of them to the
          Lenders, the Swing Line Lender, the Issuing Bank, the
          Agent or NMS hereunder, under any one or more of the
          other Loan Documents or with respect to the Loans, the
          Swing Line Loans or the Letters of Credit.

               "Off Balance Sheet Liability" of a Person means
          (i) any repurchase obligation or liability of such
          Person with respect to accounts or notes receivable
          sold by such Person, (ii) any liability under any sale
          and leaseback transaction which does not create a
          liability on the balance sheet of such Person, (iii)
          any liability under any financing lease or so-called
          "synthetic lease" transaction entered into by such
          Person or (iv) any obligation arising with respect to
          any other transaction which is the functional
          equivalent of or takes the place of borrowing but which
          does not constitute a liability on the balance sheet of
          such Person, but excluding operating leases.

               "Operating Documents" means with respect to any
          corporation, limited liability company, partnership, limited
          partnership, limited liability partnership, or other legally
          authorized incorporated or unincorporated entity, the bylaws,
          operating agreement, partnership agreement, limited partnership
          agreement or other applicable documents relating to the
          operation, governance or management of such entity.


                               18<PAGE>
               "Organizational Action" means with respect to any
          corporation, limited liability company, partnership, limited
          partnership, limited liability partnership or other legally
          authorized incorporated or unincorporated entity, any corporate,
          organizational or partnership action (including any required
          shareholder, member or partner action) or other similar official
          action, as applicable, taken by such entity.

               "Organizational Documents" means with respect to
          any corporation, limited liability company, partnership,
          limited partnership, limited liability partnership or other
          legally authorized incorporated or unincorporated entity,
          the articles of incorporation, certificate of incorporation,
          articles of organization, certificate of limited partnership or
          other applicable organizational or charter documents
          relating to the creation of such entity.

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

               "Partially-Owned Subsidiary" has the meaning
          assigned to such term in the definition of "Permitted
          Acquisition" in Section 1.1.

              "Participation" means,  (i) with respect to any
          Lender (other than the Issuing Bank) in connection with
          a Letter of Credit, the extension of credit represented
          by the participation of such Lender hereunder in the
          liability of the Issuing Bank in respect of a Letter of
          Credit and any Reimbursement Obligation arising with
          respect thereto issued by the Issuing Bank in
          accordance with the terms hereof and (ii) with respect
          to any Lender (other than the Swing Line Lender) in
          connection with a Swing Line Loan, the extension of
          credit represented by the participation of such Lender
          hereunder in the liability of the Swing Line Lender in
          respect of a Swing Line Loan made by the Swing Line
          Lender in accordance with the terms hereof.

               "PBGC" means the Pension Benefit Guaranty
          Corporation and any successor thereto.

               "Pension Plan" means any employee pension benefit
          plan within the meaning of Section 3(2) of ERISA, other
          than a Multiemployer Plan, which is subject to the
          provisions of Title IV of ERISA or Section 412 of the
          Code and which (i) is maintained for employees of
          Miller or any of its ERISA Affiliates or is assumed by
          Miller or any of its ERISA Affiliates in connection
          with any Acquisition or (ii) has at any time been
          maintained for the employees of Miller or any current
          or former ERISA Affiliate.

               "Permitted Acquisition" means an Acquisition
          beyond the normal course of business effected with the
          consent and approval of the board of directors or other
          applicable governing body of the Person being acquired,
          and with the duly obtained approval of such
          shareholders or other holders of equity interest as
          such Person may be required to obtain, so long as
          (i) immediately prior to and immediately after the

                               19<PAGE>
          consummation of such Acquisition, no Default or Event
          of Default has occurred and is continuing, (ii)
          substantially all of the sales and operating profits
          generated by such Person (or assets) so acquired or
          invested are derived from the same or related line or
          lines of business as then conducted by Miller and its
          Subsidiaries, (iii) the Cost of Acquisition with
          respect to such Acquisition does not exceed
          $10,000,000; and (iv) in the case of an Acquisition for
          which the Cost of Acquisition, together with the value
          of any capital stock (or warrants or options to acquire
          capital stock) of Miller or any Subsidiary to be
          transferred as consideration in such Acquisition, is
          greater than or equal to $5,000,000, pro forma
          historical financial statements as of the end of the
          most recently completed Four-Quarter Period giving
          effect to such Acquisition are delivered to the Agent
          not less than five (5) Business Days prior to the
          consummation of such Acquisition, together with a
          certificate of an Authorized Representative
          demonstrating compliance with the financial covenants
          set forth in Article IX hereof after giving effect to
          such Acquisition.  Notwithstanding the foregoing, in no
          event shall any acquisition of less than 100% of the
          equity interest of another Person (other than
          directors' qualifying shares) constitute a Permitted
          Acquisition hereunder without the prior written consent
          of the Required Lenders; provided that an acquisition
          of 100% of the equity interest of another Person (A) in
          which (x) such other Person owns less than 100% of
          another Person (a "Partially-Owned Subsidiary") and (y)
          the amount of the net book value of the total assets of
          such Partially-Owned Subsidiary, when aggregated with
          the net book value of total assets of other Partially-
          Owned Subsidiaries, does not exceed 1% of Consolidated
          Total Assets, and (B) which otherwise qualifies as a
          Permitted Acquisition, will not require the foregoing
          written consent of the Required Lenders.  For purposes
          of determining the value of capital stock in clause
          (iv) above, (A) the capital stock of Miller shall be
          valued (I) at its market value as reported on the New
          York Stock Exchange or any other national securities
          exchange or the Nasdaq National Market with respect to
          shares that are freely tradeable, and (II) with respect
          to shares that are not freely tradeable, as determined
          by the Board of Directors of Miller, (B) the capital
          stock of any Subsidiary shall be valued as determined
          by the Board of Directors of such Subsidiary, and (C)
          with respect to any Acquisition accomplished pursuant
          to the exercise of options or warrants or the
          conversion of securities, such value shall include both
          the cost of acquiring such option, warrant or
          convertible security as well as the cost of exercise or
          conversion.

               "Permitted Indebtedness" has the meaning assigned
          to such term in Section 9.4   hereof.

               "Permitted Liens" has the meaning assigned to such
          term in Section 9.3 hereof.

               "Person" means an individual, partnership,
          corporation, trust, limited liability company,
          unincorporated organization, association, joint venture
          or a government or agency or political subdivision
          thereof.

               "Pledge Agreement" means, collectively or
          individually as the context may indicate, (i) that
          certain Stock Pledge Agreement dated as of the Closing
          Date between Miller and the Agent substantially in the
          form of Exhibit K-1 hereto, (ii) that certain Stock
          Pledge Agreement dated as of the Closing Date between
          certain Domestic Subsidiaries and the Agent
          substantially in the form of Exhibit K-2 hereto, (iii)
          any Pledge Agreement, Share Charge, Debenture or
          similar instrument in form and substance reasonably
          acceptable to the Agent whereby Miller or a Domestic

                              20<PAGE>
          Subsidiary creates a security interest in favor of the
          Agent of not less than 65% of the outstanding capital
          stock of a Direct Foreign Subsidiary, and (iv) any
          additional Pledge Agreement delivered to the Agent
          pursuant to Section 8.19, as any of the foregoing may
          be hereafter amended, supplemented or restated from
          time to time.

               "Pledged Stock" has the meaning assigned to such
          term in any Pledge Agreement.

               "Pre-Refunded Municipal Obligations" means
          obligations of any state of the United States of
          America or of any municipal corporation or other public
          body organized under the laws of any such state which
          are rated, based on the escrow, in the highest
          investment rating category by both S&P and Moody's and
          which have been irrevocably called for redemption and
          advance refunded through the deposit in escrow of
          Government Securities or other debt securities which
          are (i) not callable at the option of the issuer
          thereof prior to maturity, (ii) irrevocably pledged
          solely to the payment of all principal and interest on
          such obligations as the same becomes due, and (iii) in
          a principal amount and bear such rate or rates of
          interest as shall be sufficient to pay in full all
          principal of, interest, and premium, if any, on such
          obligations as the same becomes due as verified by a
          nationally recognized firm of certified public
          accountants.

               "Prime Rate" means the per annum rate of interest
          established from time to time by NationsBank as its
          prime rate, which rate may not be the lowest rate of
          interest charged by NationsBank to its customers.

               "Principal Office" means the principal office of
          NationsBank located at NationsBank, National
          Association, Independence Center, 15th Floor, NC1-001-
          15-04, Charlotte, North Carolina 28255, Attention:
          Agency Services, or such other office and address as
          the Agent may from time to time designate. 

               "Rate Hedging Obligations" means any and all
          obligations of Miller or any Subsidiary, whether
          absolute or contingent and howsoever and whensoever
          created, arising, evidenced or acquired (including all
          renewals, extensions and modifications thereof and
          substitutions therefor), under (i) any and all
          agreements, devices or arrangements designed to protect
          at least one of the parties thereto from the
          fluctuations of interest rates, exchange rates or
          forward rates applicable to such party's assets,
          liabilities or exchange transactions, including, but
          not limited to, Dollar-denominated or cross-currency
          interest rate exchange agreements, forward currency
          exchange agreements, interest rate cap or collar
          protection agreements, forward rate currency or
          interest rate options, puts, warrants and those
          commonly known as interest rate "swap" agreements; and
          (ii) any and all cancellations, buybacks, reversals,
          terminations or assignments of any of the foregoing.

               "Regulation D" means Regulation D of the Board as
          the same may be amended or supplemented from time to time.


               "Reimbursement Obligation" shall mean, at any
          time, the obligation of the Borrowers or either of them
          with respect to any Letter of Credit to reimburse the
          Issuing Bank and the Lenders to the extent of their
          respective Participations (including by the receipt by

                               21<PAGE>
          the Issuing Bank of proceeds of Loans pursuant to
          Section 3.2) for amounts theretofore paid by the
          Issuing Bank pursuant to a drawing under such Letter of
          Credit.

               "Repurchase Agreement" means a repurchase
          agreement entered into with any financial institution
          whose debt obligations or commercial paper are rated
          "A" by either of S&P or Moody's or "A-1" by S&P or "P-
          1" by Moody's.

               "Required Lenders" means, as of any date, any
          three Lenders on such date having Credit Exposures (as
          defined below) aggregating in excess of 50% of the
          aggregate Credit Exposures of all Lenders on such date. 
          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.

               "Reserve Requirement" means, at any time, the
          maximum rate at which reserves (including, without limitation,
          any marginal, special, supplemental or emergency reserves) are
          required to be maintained under regulations issued from time to
          time by the Board of Governors of the Federal Reserve System (or
          any successor) by member banks of the Federal Reserve System
          against, in the case of Eurodollar Rate Loans, "Eurocurrency
          liabilities" (as such term is used in Regulation D).  Without
          limiting the effect of the foregoing, the Reserve Requirement
          shall reflect any other reserves required to be maintained by
          such member banks with respect to (i) any category of liabilities
          which includes deposits by reference to which the Eurodollar Rate
          is to be determined, or (ii) any category of extensions of credit
          or other assets which include Eurodollar Rate Loans.  The
          Eurodollar Rate shall be adjusted automatically on and as of the
          effective date of any change in the Reserve Requirement.

               "Restricted Payment" means (a) any dividend or
          other distribution, direct or indirect, on account of
          any shares of any class of stock or equity securities
          of Miller or any of its Subsidiaries (other than those
          payable or distributable solely to Miller or to a
          Subsidiary's parent) now or hereafter outstanding,
          except a dividend payable solely in shares of a class
          of stock to the holders of that class; (b) any

          redemption, conversion, exchange, retirement or similar
          payment, purchase or other acquisition for value,
          direct or indirect, of any shares of any class of stock
          or other equity security of Miller or any of its
          Subsidiaries (other than those payable or distributable
          solely to Miller, Miller Towing or a Guarantor) now or
          hereafter outstanding; (c) any payment (other than to
          Miller, Miller Towing or a Guarantor) made to retire,
          or to obtain the surrender of, any outstanding
          warrants, options or other rights to acquire shares of

                               22<PAGE>
          any class of stock or other equity security of Miller
          or any of its Subsidiaries now or hereafter
          outstanding; and (d) any issuance and sale of capital
          stock or other equity security of any Subsidiary of
          Miller (or any option, warrant or right to acquire such
          stock or other equity securities) other than the
          issuance and sale by Miller Towing or a Guarantor to
          Miller or a Domestic Subsidiary.

               "Revolving Credit Commitment" means, with respect
          to each Lender, the obligation of such Lender to make Loans to
          the Borrowers up to an aggregate principal amount at any one time
          outstanding equal to such Lender's Applicable Commitment
          Percentage of the Total Revolving Credit Commitment.

               "Revolving Credit Facility" means the facility
          described in Article II hereof providing for Loans to
          the Borrowers by the Lenders at any time outstanding up
          to the aggregate principal amount of the Total
          Revolving Credit Commitment.

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

               "Revolving Credit 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 earlier date as the Borrowers may
          voluntarily and permanently terminate the Revolving
          Credit Facility by payment in full of all Revolving
          Credit Outstandings, Swing Line Outstandings and Letter
          of Credit Outstandings, together with all accrued and
          unpaid interest thereon (except for such Letter of
          Credit Outstandings that have been fully cash
          collateralized pursuant to the terms of the LC Account
          Agreement), the Revolving Credit Commitment and the
          Letter of Credit Commitment shall have terminated or
          expired, and the Borrowers shall have fully, finally
          and irrevocably paid and satisfied all Obligations.

               "S&P" means Standard & Poor's Ratings Group, a
          division of The McGraw-Hill Companies, Inc.

               "Security Instruments" means the Pledge Agreement,
          the Collateral Assignment of Partnership Interests, the
          Negative Pledge Agreement, the LC Account Agreement 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.

               "Single Employer Plan" means any employee pension
          benefit plan covered by Title IV of ERISA in respect of
          which Miller or any Subsidiary is an "employer" as
          described in Section 4001(b) of ERISA and which is not
          a Multiemployer Plan.

                              23<PAGE>
               "Solvent" means, when used with respect to any
          Person, that at the time of determination:

                      (i)  the fair value of its assets (both at
               fair valuation and at present fair saleable value
               on an orderly basis) is in excess of the total
               amount of its liabilities, including Contingent
               Obligations;

                     (ii)  it is then able and expects to be able
               to pay its debts as they mature; and

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

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

               "Subordinated Indebtedness" means all Indebtedness
          that is subordinated to the Revolving Credit Facility
          under its own terms or under any separate agreement of
          subordination, in each case upon terms satisfactory to
          the Agent.

               "Subsidiary" means any corporation or other entity
          in which more than 50% of its outstanding voting stock
          or more than 50% of all equity interests is owned
          directly or indirectly by Miller and/or by one or more
          of Miller's Subsidiaries or is otherwise required under
          GAAP to have its financial statements consolidated with
          those of Miller and its Subsidiaries.

               "Swap Agreement" means one or more agreements
          between the Borrowers and any Lender with respect to
          Indebtedness evidenced by any or all of the Notes, on
          terms mutually acceptable to the Borrowers and such
          Lender and the Agent, which agreements create Rate
          Hedging Obligations.

               "Swing Line" means the revolving line of credit
          established by the Swing Line Lender in favor of the
          Borrowers pursuant to Section 2.14.

               "Swing Line Lender" means initially NationsBank as
          the lender of Swing Line Loans under Section 2.14 and
          thereafter any lender which is successor to NationsBank
          as the Lender of Swing Line Loans under Section 2.14.

               "Swing Line Loans" means loans made by the Swing
          Line Lender to a Borrower pursuant to Section 2.14.

               "Swing Line Outstandings" means, as of any date of
          determination, the aggregate principal amount of all
          Swing Line Loans then outstanding.

                               24
<PAGE>
               "Termination Event" means: (i) a "Reportable
          Event" described in Section 4043 of ERISA and the
          regulations issued thereunder (unless the notice
          requirement has been waived by applicable regulation);
          or (ii) the withdrawal of Miller or any ERISA Affiliate
          from a Pension Plan during a plan year in which it was
          a "substantial employer" as defined in Section
          4001(a)(2) of ERISA or was deemed such under Section
          4068(f) of ERISA; or (iii) the termination of a Pension
          Plan, the filing of a notice of intent to terminate a
          Pension Plan or the treatment of a Pension Plan
          amendment as a termination under Section 4041 of ERISA;
          or (iv) the institution of proceedings to terminate a
          Pension Plan by the PBGC; or (v) any other event or
          condition which would constitute grounds under Section
          4042(a) of ERISA for the termination of, or the
          appointment of a trustee to administer, any Pension
          Plan; or (vi) the partial or complete withdrawal of
          Miller or any ERISA Affiliate from a Multiemployer
          Plan; or (vii) the imposition of a Lien pursuant to
          Section 412 of the Code or Section 302 of ERISA; or
          (viii) any event or condition which results in the
          reorganization or insolvency of a Multiemployer Plan
          under Section 4241 or Section 4245 of ERISA,
          respectively; or (ix) any event or condition which
          results in the termination of a Multiemployer Plan
          under Section 4041A of ERISA or the institution by the
          PBGC of proceedings to terminate a Multiemployer Plan
          under Section 4042 of ERISA; or (x) any event or
          condition with respect to any Employee Benefit Plan
          that is regulated by any Foreign Benefit Law that
          results in such Employee Benefit Plan's termination or
          the revocation of the Employee Benefit Plan's authority
          to operate under the applicable Foreign Benefit Law.

               "Total Letter of Credit Commitment" means an
          amount not to exceed $5,000,000.

               "Total Revolving Credit Commitment" means a
          principal amount equal to $150,000,000, as reduced from
          time to time in accordance with Section 2.7.

               "Type" shall mean any type of Loan (i.e., a Base
           Rate Loan or a Eurodollar Rate Loan).

               "Voting Stock" means shares of capital stock
          issued by a corporation, or equivalent interests in any
          other Person, the holders of which are ordinarily, in
          the absence of contingencies, entitled to vote for the
          election of directors (or persons performing similar
          functions) of such Person, even if the right so to vote
          has been suspended by the happening of such a
          contingency.

          1.2. Rules of Interpretation.  

               (a)  All accounting terms not specifically defined
          herein shall have the meanings assigned to such terms
          and shall be interpreted in accordance with GAAP
          applied on a Consistent Basis.

               (b)  Each term defined in the Georgia Uniform
          Commercial Code shall have the meaning given therein
          unless otherwise defined herein, except to the extent
          that the Uniform Commercial Code of another
          jurisdiction is controlling, in which case such terms
          shall have the meaning given in the Uniform Commercial
          Code of the applicable jurisdiction.

                              25<PAGE>
               (c)  The headings, subheadings and table of
          contents used herein or in any other Loan Document are
          solely for convenience of reference and shall not
          constitute a part of any such document or affect the
          meaning, construction or effect of any provision
          thereof.

               (d)  Except as otherwise expressly provided,
          references herein to articles, sections, paragraphs,
          clauses, annexes, appendices, exhibits and schedules
          are references to articles, sections, paragraphs,
          clauses, annexes, appendices, exhibits and schedules in
          or to this Agreement.

               (e)  All definitions set forth herein or in any
          other Loan Document shall apply to the singular as well
          as the plural form of such defined term, and all
          references to the masculine gender shall include
          reference to the feminine or neuter gender, and vice
          versa, as the context may require.

               (f)  When used herein or in any other Loan
          Document, words such as "hereunder", "hereto", "hereof"
          and "herein" and other words of like import shall,
          unless the context clearly indicates to the contrary,
          refer to the whole of the applicable document and not
          to any particular article, section, subsection,
          paragraph or clause thereof.

               (g)  References to "including" means including
          without limiting the generality of any description
          preceding such term, and for purposes hereof the rule
          of ejusdem generis shall not be applicable to limit a
          general statement, followed by or referable to an
          enumeration of specific matters, to matters similar to
          those specifically mentioned.

               (h)  All dates and times of day specified herein
          shall refer to such dates and times at Charlotte, North
          Carolina.

               (i)  Each of the parties to the Loan Documents and
          their counsel have reviewed and revised, or requested
          (or had the opportunity to request) revisions to, the
          Loan Documents, and any rule of construction that
          ambiguities are to be resolved against the drafting
          party shall be inapplicable in the construing and
          interpretation of the Loan Documents and all exhibits,
          schedules and appendices thereto.

               (j)  Any reference to an officer of Miller or any
          other Person by reference to the title of such officer
          shall be deemed to refer to each other officer of such
          Person, however titled, exercising the same or
          substantially similar functions.

               (k)  All references to any agreement or document
          as amended, modified or supplemented, or words of
          similar effect, shall mean such document or agreement,
          as the case may be, as amended, modified or
          supplemented from time to time only as and to the
          extent permitted therein and in the Loan Documents.

                               26<PAGE>
                            ARTICLE II

                  The Revolving Credit Facility
                  -----------------------------

          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 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 may,
subject to the provisions of Sections 2.7 and 2.3(b), be repaid
only on the last day of the Interest Period with respect thereto
unless such payment is 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 Total Revolving Credit 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, an integral multiple
of $1,000,000.

          (c)  ADVANCES AND RATE SELECTION.  (i)  An Authorized
Representative shall give the Agent (A) at least three (3)
Business Days' irrevocable telephonic notice of a borrowing
request, followed promptly by telefacsimile transmission of a
Borrowing Notice or Interest Rate Selection Notice (as
applicable) with appropriate insertions, of each Loan that is a
Eurodollar Rate Loan (whether representing an additional
borrowing hereunder or the Conversion of a borrowing hereunder)
prior to 11:00 A.M. and (B) irrevocable telephonic notice of a
borrowing request, followed promptly by telefacsimile
transmission of a Borrowing Notice or Interest Rate Selection
Notice (as applicable) with appropriate insertions, of each Loan
(other than Base Rate Refunding Loans to the extent the same are
effected without notice pursuant to Section 2.1(c)(iv)) that is a
Base Rate Loan (whether representing an additional borrowing
hereunder or the Conversion of borrowing hereunder) prior to
11:00 A.M., in each case on the day of such proposed Loan.  Each

                               27<PAGE>
such notice shall specify the amount of the borrowing, the Type
of Loan (Base Rate or Eurodollar Rate), the date of borrowing
and, if a Eurodollar Rate Loan, the Interest Period to be used in
the computation of interest.   Notice of receipt of such
Borrowing Notice or Interest Rate Selection Notice, as the case
may be, together with the amount of each Lender's portion of an
Advance requested, Continued, or Converted thereunder, shall be
promptly provided by the Agent to each Lender by telefacsimile
transmission, but (provided the Agent shall have received such
notice by 11:00 A.M.) not later than 1:00 P.M. on the same day as
the Agent's receipt of such notice.

          (ii) Not later than 2:00 P.M. on the date specified for
each borrowing under this Section 2.1, each Lender shall,
pursuant to the terms and subject to the conditions of this
Agreement, make the amount of the Advance or Advances to be made
by it on such day available by wire transfer to the Agent in the
amount of its pro rata share, determined according to such
Lender's Applicable Commitment Percentage of the Loan or Loans to
be made on such day. Such wire transfer shall be directed to the
Agent at the Principal Office and shall be in the form of Dollars
constituting immediately available funds.  The amount so received
by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrowers  by delivery of the
proceeds thereof to the Borrowers' Account or otherwise as shall
be directed in the applicable Borrowing Notice by the Authorized
Representative and reasonably acceptable to the Agent.  

          (iii)     The Borrowers shall have the option to elect
the duration of the initial and any subsequent Interest Periods
and to Continue or Convert the Loans in accordance with Section
2.8.  Eurodollar Rate Loans and Base Rate Loans may be
outstanding at the same time, provided, however, there shall not
be outstanding at any one time Eurodollar Rate Loans having more
than eight (8) different Interest Periods.  If the Agent does not
receive a Borrowing Notice or an Interest Rate Selection Notice
giving notice of election of the duration of an Interest Period
or of Conversion of any Loan to or Continuation of a Loan as a
Eurodollar Rate Loan by the time prescribed by Section 2.1(c) or
2.8, the Borrowers shall be deemed to have elected to Convert
such Loans to (or continue such Loan as) a Base Rate Loan until
the Borrowers notify the Agent in accordance with Section 2.8.

          (iv) Notwithstanding the foregoing, if a drawing is
made under any Letter of Credit, such drawing is honored by the
Issuing Bank prior to the Stated Termination Date, and the
applicable Borrower or Borrowers shall not immediately fully
reimburse the Issuing Bank in respect of such drawing, (A)
provided that the conditions to making a Loan as herein provided
shall then be satisfied, the Reimbursement Obligation arising
from such drawing shall be paid to the Issuing Bank by the Agent
without the requirement of notice to or from the applicable
Borrower or Borrowers from immediately available funds which
shall be advanced as a Base Rate Refunding Loan by each Lender
under the Revolving Credit Facility in an amount equal to such
Lender's Applicable Commitment Percentage of such Reimbursement
Obligation, and (B) if the conditions to making a Loan as herein
provided shall not then be satisfied, each of the Lenders shall
fund by payment to the Agent (for the benefit of the Issuing
Bank) in immediately available funds the purchase from the
Issuing Bank of their respective Participations in the related
Reimbursement Obligation based on their respective Applicable
Commitment Percentages of the Total Letter of Credit Commitment. 

                               28<PAGE>
If a drawing is presented under any Letter of Credit in
accordance with the terms thereof and the applicable Borrower or
Borrowers shall not immediately reimburse the Issuing Bank in
respect thereof, then notice of such drawing or payment shall be
provided promptly by the Issuing Bank to the Agent and the Agent
shall promptly provide notice to each Lender by telephone or
telefacsimile transmission.  If notice to the Lenders of a
drawing under any Letter of Credit is given by the Agent at or
before 1:00 p.m. any Business Day, each Lender shall, pursuant to
the conditions specified in this Section 2.1(c)(iv), either make
a Base Rate Refunding Loan or fund the purchase of its
Participation in the amount of such Lender's Applicable
Commitment Percentage of such drawing or payment and shall pay
such amount to the Agent for the account of the Issuing Bank at
the Principal Office in Dollars and in immediately available
funds before 2:00 P.M. on the same Business Day.  If notice to
the Lenders of a drawing under a Letter of Credit is given by the
Agent after 1:00 p.m. on any Business Day, each Lender shall,
pursuant to the conditions specified in this Section 2.1(c)(iv),
either make a Base Rate Refunding Loan or fund the purchase of
its Participation in the amount of such Lender's Applicable
Commitment Percentage of such drawing or payment and shall pay
such amount to the Agent for the account of the Issuing Bank at
the Principal Office in Dollars and in immediately available
funds before 12:00 noon on the next following Business Day.  Any
such Base Rate Refunding Loan shall be advanced as, and shall
continue as, a Base Rate Loan unless and until the applicable
Borrower or Borrowers shall Convert such Base Rate Loan in
accordance with the terms of Section 2.8.

          2.2. 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 each Loan made by such
Lender for the period commencing on the date of such Loan until
such Loan shall be due, at the then applicable Base Rate for Base
Rate Loans or applicable Eurodollar Rate for Eurodollar Rate
Loans, as designated by the Authorized Representative pursuant to
Section 2.1; provided, however, that if any amount shall not be
paid when due (at maturity, by acceleration or otherwise), all
amounts outstanding thereunder shall bear interest thereafter at
the Default Rate.

          (b)  Interest on each Eurodollar Rate Loan shall be
computed on the basis of a year of 360 days and interest on each
Base Rate Loan shall be computed on the basis of a year of
365/366 days, and in each case shall be calculated for the actual
number of days elapsed.  Interest on each Loan shall be paid
(i) quarterly in arrears on the last Business Day of each March,
June, September and December, commencing March 31, 1998 for each
Base Rate Loan, (ii) on the last day of the applicable Interest
Period for each Eurodollar Rate Loan and, if such Interest Period
extends for more than three months, at intervals of three months
after the first day of such Interest Period, and (iii) upon
payment in full of the principal amount of such Loan.

          2.3. PAYMENT OF PRINCIPAL. 

               (a)   MANNER OF PAYMENT.  The principal amount of
the Revolving Credit Outstandings shall be due and payable to the
Agent for the benefit of each Lender in full on the Revolving
Credit Termination Date, or earlier as specifically provided
herein.  The principal amount of any Base Rate Loan may be
prepaid in whole or in part at any time.  Other than prepayments

                             29<PAGE>
made pursuant to Section 2.3(b), the principal amount of any
Eurodollar Rate Loan may be prepaid only at the end of the
applicable Interest Period unless the Borrowers shall pay to the
Agent for the account of the Lenders the additional amount, if
any, required under Section 5.5. All prepayments of Loans made by
the Borrowers shall be in the amount of $2,000,000 or such
greater amount which is an integral multiple of $1,000,000, or
the amount equal to all Revolving Credit Outstandings, or such
other amount as necessary to comply with Section 2.1(b) , Section
2.3(b) or Section 2.7.

               (b)  MANDATORY PREPAYMENTS.  The Borrowers shall
make the following required prepayments, 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, a
          prepayment from the Net Proceeds of any Equity Offering
          in an amount equal to 50% of such Net Proceeds.  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, a
          prepayment from the Net Proceeds of any Debt Offering
          in an amount equal to 100% of such Net Proceeds.  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.  

                    (iii)     ASSET DISPOSITIONS.  Miller shall
          make, or shall cause each applicable Subsidiary to
          make, a prepayment from the Net Proceeds of any Asset
          Disposition in an amount equal to 100% of such Net
          Proceeds.  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, which notice shall include a
          certificate of an Authorized Representative setting
          forth in reasonable detail the calculations utilized in
          computing the amount of the Net Proceeds. 
          Notwithstanding the foregoing, Miller shall not be
          required to make a prepayment in connection with an
          Asset Disposition unless either (A) the Net Proceeds of
          such Asset Disposition exceed $250,000, or (B) the Net
          Proceeds of such Asset Disposition, when aggregated
          with the Net Proceeds of all Asset Dispositions during
          such Fiscal Year which were not applied as a prepayment
          as a result of clause (A), exceed $1,000,000.

          All mandatory prepayments made pursuant to this Section
2.3(b) shall be applied to the principal remaining outstanding
under the Revolving Credit Facility (as adjusted to give effect
to any prior payments or prepayments of principal).  In addition,
the Total Revolving Credit Commitment shall be permanently
reduced in accordance with Section 2.7 hereof by the amount
determined pursuant to the provisions of (i), (ii) or (iii) above
which is required as a mandatory prepayment (even if such amount
is greater than the actual principal amounts outstanding under
the Revolving Credit Facility).  

                               30<PAGE>
          2.4. 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 Loans, 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 payment of principal, which notice shall  specify
(i) the date the payment will be made and (ii) the Loan to which
payment relates and which notice shall be given prior to 11:00
A.M. (A) in the case of Eurodollar Rate Loans, 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 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
definition of "Interest Period"; provided that interest shall
continue to accrue during the period of any such extension.

          2.5. NOTES.  Loans made by each Lender shall be
evidenced by a Note in substantially the form of Exhibit J-1
payable to the order of such Lender in the respective amount of
its Applicable Commitment Percentage of the Total Revolving
Credit Commitment, which Note shall be dated the Closing Date or
a later date pursuant to an Assignment and Acceptance and shall
be duly completed, executed and delivered by the Borrowers.

          2.6. PRO RATA PAYMENTS.  Except as otherwise provided
herein, (a) each payment on account of the principal of and
interest on the Loans and the fees described in Section 2.10
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.

          2.7. VOLUNTARY COMMITMENT 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

                               31<PAGE>
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.  

          2.8. 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 Loans to Base Rate Loans on the last day of
the Interest Period for such Eurodollar Rate Loans; 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 Loans to
               begin on the last day of the then current Interest
               Period for such Eurodollar Rate Loans; and

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

          Each election and Conversion pursuant to this Section
2.8 shall be subject to the limitations on Eurodollar Rate Loans
set forth in the definition of "Interest Period" herein and in
Sections 2.1, 2.3 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
Loans shall be effected pro rata based on the Applicable
Commitment Percentages of the Lenders.

          2.9. INCREASE AND DECREASE IN AMOUNTS.  The amount of
the Total Revolving Credit Commitment which shall be available to
the Borrowers as Advances shall be reduced by the aggregate
amount of Revolving Credit Outstandings, Letters of Credit
Outstandings and Swing Line Outstandings.


                               32<PAGE>
          2.10.     COMMITMENT FEE.   For the period beginning on
the Closing Date and ending on the Revolving Credit Termination
Date, the Borrowers agree to pay to the Agent, for the pro rata
benefit of the Lenders based on their Applicable Commitment
Percentages, a quarterly unused fee equal to the Commitment Fee
Rate multiplied by the average daily amount by which the Total
Revolving Credit Commitment exceeds the sum of (i) Revolving
Credit Outstandings (without giving effect to Swing Line
Outstandings) plus (ii) Letter of Credit Outstandings.  Such fees
shall be due in arrears on the last Business Day of each March,
June, September and December commencing March 31, 1998 to the
Revolving Credit Termination Date (but excluding such day for the
purpose of computing such fee).  Notwithstanding the foregoing,
so long as any Lender fails to make available any portion of its
Revolving Credit Commitment when requested, such Lender shall not
be entitled to receive payment of its pro rata share of such fee
until such Lender shall make available such portion.  Such fee
shall be calculated on the basis of a year of 360 days for the
actual number of days elapsed.

          2.11.     DEFICIENCY ADVANCES.  No Lender shall be
responsible for any default of any other Lender in respect to
such other Lender's obligation to make any Loan or fund its
purchase of any Participation hereunder nor shall the Revolving
Credit Commitment of any Lender hereunder be increased as a
result of such default of any other Lender.  Without limiting the
generality of the foregoing, in the event any Lender shall fail
to advance funds to the Borrowers or either of them under the
Revolving Credit Facility as herein provided, the Agent may in
its discretion, but shall not be obligated to, advance under the
Note in its favor as a Lender all or any portion of such amount
or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such
deficiency advance in the same manner and at the same interest
rate or rates to which such other Lender would have been entitled
had it made such advance under its Note; provided that, upon
payment to the Agent from such other Lender of the entire
outstanding amount of each such deficiency advance, together with
accrued and unpaid interest thereon, from the most recent date or
dates interest was paid to the Agent by the Borrowers on each
Loan comprising the deficiency advance at the interest rate per
annum for overnight borrowing by the Agent from the Federal
Reserve Bank, then such payment shall be credited against the
applicable Note of the Agent in full payment of such deficiency
advance and the Borrowers shall be deemed to have borrowed the
amount of such deficiency advance from such other Lender as of
the most recent date or dates, as the case may be, upon which any
payments of interest were made by the Borrowers thereon.

          2.12.     USE OF PROCEEDS.  The proceeds of the Loans
made pursuant to the Revolving Credit Facility hereunder shall be
used by the Borrowers (i) to repay Existing Debt and the fees and
expenses related to such refinancing, (ii) to finance Permitted
Acquisitions and (iii) for general working capital needs and
other corporate purposes.

          2.13.     EXTENSION OF STATED TERMINATION DATE.  At the
request of the Borrowers the Lenders may, in their sole
discretion, elect to extend the Stated Termination Date then in
effect for two additional periods of one year each.  The
Borrowers shall notify the Lenders of their request for such an
extension by delivering to the Agent, which shall then promptly
deliver to the Lenders, notice of such request signed by an

                              33<PAGE>
Authorized Representative not more than 90 days nor less than 60
days prior to the first anniversary of the Closing Date in the
case of an initial extension, and not more than 90 days nor less
than 60 days prior to the second anniversary of the Closing Date
in the case of a second extension.  If 100% of the Lenders shall
elect to so extend, the Agent shall notify the Borrowers in
writing within 30 days of its receipt of such request for
extension of the decision of the Lenders as to whether to extend
the Stated Termination Date.  Failure by any Lender to respond to
a request for an extension shall constitute a refusal of such
Lender to give its consent to such extension.  Failure by the
Agent to give such notice shall constitute refusal by the Lenders
to extend the Stated Termination Date.

          2.14.     SWING LINE.  

               (a)  Notwithstanding any other provision of this
          Agreement to the contrary, in order to administer the
          Revolving Credit Facility in an efficient manner and to
          minimize the transfer of funds between the Agent and
          the Lenders, the Swing Line Lender shall make available
          Swing Line Loans to the Borrowers prior to the
          Revolving Credit Termination Date.  The Swing Line
          Lender shall not make any Swing Line Loan pursuant
          hereto (i) if to the actual knowledge of the Swing Line
          Lender, the Borrowers are not in compliance with all
          the conditions to the making of Loans set forth in this
          Agreement, (ii) if after giving effect to such Swing
          Line Loan, the Swing Line Outstandings exceed
          $5,000,000, or (iii) if after giving effect to such
          Swing Line Loan, the sum of the Swing Line
          Outstandings, Revolving Credit Outstandings and Letter
          of Credit Outstandings exceeds the Total Revolving
          Credit Commitment.  Swing Line Loans shall be limited
          to Base Rate Loans.  The Borrowers may borrow, repay
          and reborrow under this Section 2.14.  Unless notified
          to the contrary by the Swing Line Lender, borrowings
          under the Swing Line shall be made in the minimum
          amount of $100,000 or, if greater, in amounts which are
          integral multiples of $100,000, or in the amount
          necessary to effect a Base Rate Refunding Loan, upon
          written request by telefacsimile transmission,
          effective upon receipt, by an Authorized Representative
          made to the Swing Line Lender not later than 12:30 P.M.
          on the Business Day of the requested borrowing.  Each
          such Borrowing Notice shall specify the amount of the
          borrowing and the date of borrowing, and shall be in
          the form of Exhibit D-2, with appropriate insertions. 
          Unless notified to the contrary by the Swing Line
          Lender, each repayment of a Swing Line Loan shall be in
          an amount which is an integral multiple of $100,000 or
          the aggregate amount of all Swing Line Outstandings. 
          If the applicable Borrower or Borrowers instruct the
          Swing Line Lender to debit any demand deposit account
          of the Borrowers in the amount of any payment with
          respect to a Swing Line Loan, or the Swing Line Lender
          otherwise receives repayment, after 3:00 P.M. on a
          Business Day, such payment shall be deemed received on
          the next Business Day.

               (b)  Swing Line Loans shall bear interest at the
          Base Rate, the interest payable on Swing Line Loans is
          solely for the account of the Swing Line Lender, and
          all accrued and unpaid interest on Swing Line Loans
          shall be payable on the dates and in the manner
          provided in Sections 2.2(b) and 2.4 with respect to
          interest on Base Rate Loans.  The Swing Line
          Outstandings shall be evidenced by a separate Note, in
          the form of Exhibit J-2, payable to the order of the
          Swing Line Lender in the amount of the Swing Line dated
          the Closing Date and duly completed, executed and
          delivered to the Swing Line Lender. 

               (c)  Upon the making of a Swing Line Loan, each
          Lender shall be deemed to have purchased from the Swing
          Line Lender a Participation therein in an amount equal
          to that Lender's Applicable Commitment Percentage of

                               34<PAGE>
          such Swing Line Loan.  Upon demand made by the Swing
          Line Lender, each Lender shall, according to its
          Applicable Commitment Percentage of such Swing Line
          Loan, promptly provide to the Swing Line Lender its
          purchase price therefor in an amount equal to its
          Participation therein.  Any advance made by a Lender
          pursuant to demand of the Swing Line Lender of the
          purchase price of its Participation shall be deemed (i)
          provided that the conditions to making Loans shall be
          satisfied, a Base Rate Refunding Loan under Section 2.1
          until the Borrowers shall convert such Base Rate Loan
          in accordance with the terms of Section 2.8, and (ii)
          in all other cases, the funding by each Lender of the
          purchase price of its Participation in such Swing Line
          Loan.  The obligation of each Lender to so provide its
          purchase price to the Swing Line Lender shall be
          absolute and unconditional and shall not be affected by
          the occurrence of an Event of Default or any other
          occurrence or event.

               (d)  The Borrowers at their option and subject to
          the terms hereof, may request an Advance pursuant to
          Section 2.1 in an amount sufficient to repay Swing Line
          Outstandings on any date and the Agent shall provide
          from the proceeds of such Advance to the Swing Line
          Lender the amount necessary to repay such Swing Line
          Outstandings (which the Swing Line Lender shall then
          apply to such repayment) and credit any balance of the
          Advance in immediately available funds in the manner
          directed by the Borrowers pursuant to Section
          2.1(c)(ii).  The proceeds of such Advances shall be
          paid to the Swing Line Lender for application to the
          Swing Line Outstandings and the Lenders shall then be
          deemed to have made Loans in the amount of such
          Advances.  The Swing Line shall continue in effect
          until the Revolving Credit Termination Date, at which
          time all Swing Line Outstandings and accrued interest
          thereon shall be due and payable in full.

          2.15.     ADDITIONAL FEES.  In addition to any fees
described herein, the Borrowers agree to pay to the Agent and
NationsBank such other fees as may be agreed to in a separate
writing or writings.

                             35<PAGE>
                           ARTICLE III

                        Letters of Credit 
                        -----------------

          3.1. LETTERS OF CREDIT.  The Issuing Bank agrees,
subject to the terms and conditions of this Agreement, upon
request of the Borrowers to issue from time to time for the
account of  a Borrower Letters of Credit upon delivery to the
Issuing Bank of an Application and Agreement for Letter of Credit
relating thereto in form and content acceptable to the Issuing
Bank; provided, that (i) the Letter of Credit Outstandings shall
not exceed the Total Letter of Credit Commitment and (ii) no
Letter of Credit shall be issued if, after giving effect thereto,
Letter of Credit Outstandings plus the Revolving Credit
Outstandings plus Swing Line Outstandings shall exceed the Total
Revolving Credit Commitment.  No Letter of Credit shall have an
expiry date (including all rights of the Borrowers or any
beneficiary named in such Letter of Credit to require renewal) or
payment date occurring later than the earlier to occur of one
year after the date of its issuance or sixty (60) days prior to
the Stated Termination Date.

          3.2. REIMBURSEMENT.

          (a)  The  Borrowers hereby unconditionally agree to pay
to the Issuing Bank immediately on demand at the Principal Office
all amounts required to pay all drafts drawn or purporting to be
drawn under the Letters of Credit and all reasonable expenses
incurred by the Issuing Bank in connection with the Letters of
Credit, and in any event and without demand to place in
possession of the Issuing Bank (which shall include Advances
under the Revolving Credit Facility if permitted by Section 2.1
and Swing Line Loans if permitted by Section 2.14) sufficient
funds to pay all debts and liabilities arising under any Letter
of Credit.  The Issuing Bank agrees to give the Borrowers prompt
notice of any request for a draw under a Letter of Credit.  The
Issuing Bank may, at the request of the Borrowers, charge any
account any of the Borrowers may have with it for any and all
amounts the Issuing Bank pays under a Letter of Credit, plus
charges and reasonable expenses as from time to time agreed to by
the Issuing Bank and such Borrower; provided that to the extent
permitted by Section 2.1(c)(iv) and Section 2.14, amounts shall
be paid pursuant to Advances under the Revolving Credit Facility
or, if the Borrowers shall elect, by Swing Line Loans.  The
Borrowers agree to pay the Issuing Bank interest on any
Reimbursement Obligations not paid when due hereunder at the Base
Rate plus two percent (2.0%), or the maximum rate permitted by
applicable law, if lower, such rate to be calculated on the basis
of a year of 360 days for actual days elapsed commencing on the
date of such drawing until such Reimbursement Obligation is so
paid by direct reimbursement by the  Borrowers or by a Base Rate
Refunding Loan.

          (b)  In accordance with the provisions of Section
2.1(c), the Issuing Bank shall notify the Agent of any drawing
under any Letter of Credit promptly following the receipt by the
Issuing Bank of such drawing.

          (c)  Each Lender (other than the Issuing Bank) shall
automatically acquire on the date of issuance thereof a
Participation in the liability of the Issuing Bank in respect of
each Letter of Credit in an amount equal to such Lender's

                              36<PAGE>
Applicable Commitment Percentage of such liability, and to the
extent that the Borrowers are obligated to pay the Issuing Bank
under Section 3.2(a), each Lender (other than the Issuing Bank)
thereby shall absolutely, unconditionally and irrevocably assume,
and shall be unconditionally obligated to pay to the Issuing Bank
as hereinafter described, its Applicable Commitment Percentage of
the liability of the Issuing Bank under such Letter of Credit.  

                    (i)    Each Lender (including the Issuing
               Bank in its capacity as a Lender) shall, subject
               to the terms and conditions of Article II, pay to
               the Agent for the account of the Issuing Bank at
               the Principal Office in Dollars and in immediately
               available funds, an amount equal to its Applicable
               Commitment Percentage of any drawing under a
               Letter of Credit, such funds to be provided in the
               manner described in Section 2.1(c)(iv).

                    (ii)   Simultaneously with the making of each
               payment by a Lender to the Issuing Bank pursuant
               to Section 2.1(c)(iv)(B), such Lender shall,
               automatically and without any further action on
               the part of the Issuing Bank or such Lender,
               acquire a Participation in an amount equal to such
               payment (excluding the portion thereof
               constituting interest accrued prior to the date
               the Lender made its payment) in the related
               Reimbursement Obligation of the applicable
               Borrower or Borrowers.  The Reimbursement
               Obligations of the Borrowers shall be immediately
               due and payable whether by Advances made in
               accordance with Section 2.1(c)(iv), or otherwise. 


                    (iii)  Each Lender's obligation to make
               payment to the Agent for the account of the
               Issuing Bank pursuant to Section 2.1(c)(iv) and
               this Section 3.2(c), and the right of the Issuing
               Bank to receive the same, shall be absolute and
               unconditional, shall not be affected by any
               circumstance whatsoever and shall be made without
               any offset, abatement, withholding or reduction
               whatsoever.  If any Lender is obligated to pay but
               does not pay amounts to the Agent for the account
               of the Issuing Bank in full upon such request as
               required by Section 2.1(c)(iv) or this
               Section 3.2(c), such Lender shall, on demand, pay
               to the Agent for the account of the Issuing Bank
               interest on the unpaid amount for each day during
               the period commencing on the date of notice given
               to such Lender pursuant to Section 2.1(c) until
               such Lender pays such amount to the Agent for the
               account of the Issuing Bank in full at the
               interest rate per annum for overnight borrowing by
               the Agent from the Federal Reserve Bank.

                       (iv) In the event the Lenders have
               purchased Participations in any Reimbursement
               Obligation as set forth in clause (ii) above, then
               at any time payment (in fully collected,
               immediately available funds) of such Reimbursement
               Obligation, in whole or in part, is received by
               the Issuing Bank from the applicable Borrower or
               Borrowers, the Issuing Bank shall promptly pay to
               each Lender an amount equal to its Applicable
               Commitment Percentage of such payment from the
               applicable Borrower or Borrowers.

          (d)  Promptly following the end of each calendar
quarter, the Issuing Bank shall deliver to the Agent a notice
describing the aggregate undrawn amount of all Letters of Credit
at the end of such quarter.  Upon the request of any Lender from
time to time, the Issuing Bank shall deliver to the Agent, and
the Agent shall deliver to such Lender, any other information
reasonably requested by such Lender with respect to each
outstanding Letter of Credit.

                                37<PAGE>
          (e)  The issuance by the Issuing Bank of each Letter of
Credit shall, in addition to the conditions precedent set forth
in Article VI, be subject to the conditions that such Letter of
Credit be in such form and contain such terms as shall be
reasonably satisfactory to the Issuing Bank consistent with the
then current practices and procedures of the Issuing Bank with
respect to similar letters of credit, and the applicable Borrower
or Borrowers shall have executed and delivered such other
instruments and agreements relating to such Letters of Credit as
the Issuing Bank shall have reasonably requested consistent with
such practices and procedures and shall not be in conflict with
any of the express terms herein contained.  All Letters of Credit
shall be issued pursuant to and subject to the Uniform Customs
and Practice for Documentary Credits, 1993 revision,
International Chamber of Commerce Publication No. 500 and all
subsequent amendments and revisions thereto.

          (f)  The Borrowers agree that the Issuing Bank may, in
its sole discretion, accept or pay, as complying with the terms
of any Letter of Credit, any drafts or other documents otherwise
in order which may be signed or issued by an administrator,
executor, trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, liquidator, receiver, attorney in
fact or other legal representative of a party who is authorized
under such Letter of Credit to draw or issue any drafts or other
documents.

          (g)  Without limiting the generality of the provisions
of  Section 12.9, the Borrowers hereby agree to indemnify and
hold harmless the Issuing Bank, each other Lender and the Agent
from and against any and all claims and damages, losses,
liabilities, reasonable costs and expenses which the Issuing
Bank, such other Lender or the Agent may incur (or which may be
claimed against the Issuing Bank, such other Lender or the Agent)
by any Person by reason of or in connection with the issuance or
transfer of or payment or failure to pay under any Letter of
Credit; provided that the Borrowers shall not be required to
indemnify the Issuing Bank, any other Lender or the Agent for any
claims, damages, losses, liabilities, costs or expenses to the
extent, but only to the extent, (i) caused by the willful
misconduct or gross negligence of the party to be indemnified or
(ii) caused by the failure of the Issuing Bank to pay under any
Letter of Credit after the presentation to it of a request for
payment strictly complying with the terms and conditions of such
Letter of Credit, unless such payment is prohibited by any law,
regulation, court order or decree. The indemnification and hold
harmless provisions of this Section 3.2(g) shall survive
repayment of the Obligations, occurrence of the Revolving Credit
Termination Date and expiration or termination of this Agreement.

          (h)  Without limiting the Borrowers' rights as set
forth in Section 3.2(g), the obligation of the Borrowers to
immediately reimburse the Issuing Bank for drawings made under
Letters of Credit and the Issuing Bank's right to receive such
payment shall be absolute, unconditional and irrevocable, and
such obligations of the Borrowers shall be performed strictly in
accordance with the terms of this Agreement (as waived, modified
or amended) and such Letters of Credit and the related
Application and Agreement for any Letter of Credit, under all
circumstances whatsoever, including the following circumstances:

                              38<PAGE>
                    (i)  any lack of validity or enforceability
               of the Letter of Credit, the obligation supported
               by the Letter of Credit or any other agreement or
               instrument relating thereto (collectively, the
               "Related LC Documents"); 

                    (ii) any amendment or waiver of or any
               consent to or departure from all or any of the
               Related LC Documents; 

                    (iii)  the existence of any claim, setoff,
               defense (other than the defense of payment in
               accordance with the terms of this Agreement) or
               other rights which the Borrowers may have at any
               time against any beneficiary or any transferee of
               a Letter of Credit (or any persons or entities for
               whom any such beneficiary or any such transferee
               may be acting), the Agent, the Lenders or any
               other Person, whether in connection with the Loan
               Documents, the Related LC Documents or any
               unrelated transaction; 

                    (iv)   any breach of contract or other
               dispute between the Borrowers and any beneficiary
               or any transferee of a Letter of Credit (or any
               persons or entities for whom such beneficiary or
               any such transferee may be acting), the Agent, the
               Lenders or any other Person;

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

                    (vi) any delay, extension of time, renewal,
               compromise or other indulgence or modification
               granted or agreed to by the Agent, with or without
               notice to or approval by the Borrowers in respect
               of any of the Borrowers' Obligations under this
               Agreement.

          3.3. LETTER OF CREDIT FACILITY FEES.  The Borrowers
shall pay to the Agent, (i) for the pro rata benefit of the
Lenders based on their Applicable Commitment Percentages, a fee
on the aggregate amount available to be drawn on each outstanding
Letter of Credit at a rate equal to the Applicable Margin for
Eurodollar Rate Loans, and (ii) for the benefit of the Issuing
Bank, 0.125%, in each case based on the aggregate amount
available to be drawn on each outstanding Letter of Credit.  
Such fees shall be due with respect to each Letter of Credit
quarterly in arrears on the last day of each March, June,
September and December, the first such payment to be made on the
first such date occurring after the date of issuance of a Letter
of Credit.  The fees described in this Section 3.3 shall be
calculated on the basis of a year of 360 days for the actual
number of days elapsed.

          3.4. EXISTING LETTERS OF CREDIT. The Borrowers, the
Agent and the Lenders hereby agree that each Existing Letter of
Credit shall be deemed a Letter of Credit for all purposes of
this Agreement as if such Existing Letter of Credit were issued
on the date hereof, and the Issuing Bank shall be entitled to all
the benefits as Issuing Bank and to all the obligations of the
Borrowers under this Agreement with respect to such Existing
Letters of Credit.

                               39
<PAGE>
                            ARTICLE IV

                             Security
                             --------

          4.1. GUARANTY.  To guarantee the full and timely
payment and performance of all Obligations now existing or
hereafter arising, the Borrowers shall cause the Guaranty to be
delivered by each Guarantor in the form and substance reasonably
acceptable to the Agent, on or before the Closing Date.  The
Borrowers hereby agree to cause each hereafter acquired or
created Domestic Subsidiary to execute and deliver a Guaranty
pursuant to the terms of Section 8.19.

          4.2. STOCK PLEDGE.  (a)  As security for the full and
timely payment and performance of (i) all Obligations now
existing or hereafter arising and (ii) if applicable, its
obligations as a Guarantor under the Guaranty Agreement, the
Borrowers and each Person owning any Pledged Stock shall on or
before the Closing Date deliver to the Agent a Pledge Agreement
together with certificates representing such Pledged Stock with
stock powers duly executed in blank, which Pledge Agreements
shall  pledge to the Agent for the benefit of the Lenders (w)
100% of the capital stock and related interests and rights of any
Domestic Subsidiary and (x) 65% (or such lesser percentage as
such Person shall own) of the Voting Stock of any Direct Foreign
Subsidiary in accordance with the terms hereof and thereof. 

          (b)  The Borrowers hereby agree that they shall, and
shall cause each applicable Subsidiary to, execute and deliver a
Pledge Agreement which shall pledge to the Agent for the benefit
of the Lenders (y) 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 any hereafter acquired or
created Domestic Subsidiary and (z) 65% (or such lesser
percentage as such Person shall own) of the Voting Stock of any
hereafter acquired or created Direct Foreign Subsidiary, in each
case pursuant to the terms of Section 8.19.

          4.3. NEGATIVE PLEDGE.  To induce the Lenders to extend
credit to the Borrowers hereunder, the Borrowers shall, and shall
cause each Guarantor to, execute and deliver to the Agent the
Negative Pledge Agreement on or before the Closing Date.  The
Borrowers hereby agree that they shall, and shall cause each
hereafter acquired or created Domestic Subsidiary to, execute and
deliver a Negative Pledge Agreement pursuant to the terms of
Section 8.19. 

          4.4.  SECURITY INTERESTS.  As security for the full
and timely payment and performance of  (i) all Obligations now
existing or hereafter arising and (ii) if applicable, its
obligations as a Guarantor under the Guaranty Agreement, the
Borrowers shall, and shall cause each Domestic Subsidiary to,
deliver to the Agent, on or before the Closing Date, in form and
substance reasonably acceptable to the Agent, the Uniform
Commercial Code financing statements and each other Security
Instrument sufficient to grant to the Agent a valid, duly
perfected security interest in the Collateral described therein,
subject to no prior Liens other than Permitted Liens, and do all
things necessary in the opinion of the Agent and its counsel to
grant to the Agent for the benefit of the Lenders a first
priority security interest, duly perfected with respect to
Collateral governed by the UCC, in all Collateral subject to no

                               40<PAGE>
prior Lien or other encumbrance or restriction on transfer (other
than restrictions on transfer imposed by applicable securities
laws and Permitted Liens).  The Borrowers hereby agree to cause
the Security Instruments to be delivered by any hereafter
acquired or created Domestic Subsidiary pursuant to the terms of
Section 8.19 hereof. 

          4.5. FURTHER ASSURANCES.  At the request of the Agent,
the Borrowers will, and will cause each Subsidiary to, execute by
their respective duly authorized officers, alone or with the
Agent, any certificate, instrument, statement or document and
will procure any such certificate, instrument, statement or
document (and pay all connected costs) which the Agent reasonably
deems necessary to create, continue or preserve the Liens (and
the perfection and priority thereof) of the Agent for the benefit
of the Lenders contemplated hereby and by the other Loan
Documents.  



                               41
<PAGE>
                            ARTICLE V

                     Change in Circumstances
                     -----------------------

          5.1. INCREASED COST AND REDUCED RETURN.  (a) If, after
the date hereof, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof,
or compliance by any Lender (or its Applicable Lending Office)
with any request or directive (whether or not having the force of
law) of any such governmental authority, central bank or
comparable agency:

            (i)     shall subject such Lender (or its Applicable
     Lending Office) to any tax, duty or other charge with
     respect to any Eurodollar Rate Loans, its Note or its
     obligation to make Eurodollar Rate Loans, or change the
     basis of taxation of any amounts payable to such Lender (or
     its Applicable Lending Office) under this Agreement or its
     Note in respect of any Eurodollar Rate Loans (other than
     taxes imposed on the overall net income of such Lender by
     the jurisdiction in which such Lender has its principal
     office or such Applicable Lending Office and franchise
     taxes);

           (ii)     shall impose, modify or deem applicable any
     reserve, special deposit, assessment or similar requirement
     (other than the Reserve Requirement utilized in the
     determination of the Eurodollar Rate) relating to any
     extensions of credit or other assets of, or any deposits
     with or other liabilities or commitments of, such Lender (or
     its Applicable Lending Office), including the Revolving
     Credit Commitment of such Lender hereunder; or

          (iii)     shall impose on such Lender (or its
     Applicable Lending Office) or the London interbank market
     any other condition affecting this Agreement or its Note or
     any of such extensions of credit or liabilities or
     commitments;

and the result of any of the foregoing is to increase the cost to
such Lender (or its Applicable Lending Office) of making,
Converting into, Continuing, or maintaining any Eurodollar Rate
Loans or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or its
Note with respect to any Eurodollar Rate Loans, then the
Borrowers shall pay to such Lender on demand such amount or
amounts as will compensate such Lender for such increased cost or
reduction.  If any Lender requests compensation by the Borrowers
under this Section 5.1(a), the Borrowers may, by notice to such
Lender (with a copy to the Agent), suspend the obligation of such
Lender to make or Continue Loans of the Type with respect to
which such compensation is requested, or to Convert Loans of any
other Type into Loans of such Type, until the event or condition
giving rise to such request ceases to be in effect (in which case
the provisions of Section 5.4 shall be applicable); provided that
such suspension shall not affect the right of such Lender to
receive the compensation so requested.

     (b)  If, after the date hereof, any Lender shall have
determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy or any change therein or in

                               42<PAGE>
the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the
force of law) of any such governmental authority, central bank or
comparable agency, has or would have the effect of reducing the
rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's
obligations hereunder to a level below that which such Lender or
such corporation could have achieved but for such adoption,
change, request or directive (taking into consideration its
policies with respect to capital adequacy), then from time to
time upon demand the Borrowers shall pay to such Lender such
additional amount or amounts as will compensate such Lender for
such reduction.

     (c)  Each Lender shall promptly notify the Borrowers and the
Agent of any event of which it has actual knowledge, occurring
after the date hereof, which will entitle such Lender to
compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation
and will not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to it.  Any Lender claiming
compensation under this Section shall furnish to the Borrowers
and the Agent a statement setting forth the additional amount or
amounts to be paid to it hereunder which shall be conclusive in
the absence of manifest error.  In determining such amount, such
Lender may use any reasonable averaging and attribution methods. 
No Lender or any parent corporation shall be entitled to receive
compensation for amounts incurred more than 180 days prior to
delivery of such notice.

     5.2. LIMITATION ON TYPES OF LOANS.  If on or prior to the
first day of any Interest Period for any Eurodollar Rate Loan:

          (a)  the Agent determines (which determination shall be
     conclusive) that by reason of circumstances affecting the
     relevant market, adequate and reasonable means do not exist
     for ascertaining the Eurodollar Rate for such Interest
     Period; or

          (b)  the Required Lenders determine (which
     determination shall be conclusive) and notify the Agent that
     the Eurodollar Rate will not adequately and fairly reflect
     the cost to the Lenders of funding Eurodollar Rate Loans for
     such Interest Period;

then the Agent shall give the Borrowers prompt notice thereof
specifying the relevant Type of Loans and the relevant amounts or
periods, and so long as such condition remains in effect, the
Lenders shall be under no obligation to make additional Loans of
such Type, Continue Loans of such Type, or to Convert Loans of
any other Type into Loans of such Type and the  Borrowers shall,
on the last day(s) of the then current Interest Period(s) for the
outstanding Loans of the affected Type, either prepay such Loans
or Convert such Loans into another Type of Loan in accordance
with the terms of this Agreement.

     5.3. ILLEGALITY.  Notwithstanding any other provision of
this Agreement, in the event that it becomes unlawful for any
Lender or its Applicable Lending Office to make, maintain or fund

                              43<PAGE>
Eurodollar Rate Loans hereunder, then such Lender shall promptly
notify the Borrowers thereof and such Lender's obligation to make
or Continue Eurodollar Rate Loans and to Convert other Types of
Loans into Eurodollar Rate Loans shall be suspended until such
time as such Lender may again make, maintain and fund Eurodollar
Rate Loans (in which case the provisions of Section 5.4 shall be
applicable).

     5.4. TREATMENT OF AFFECTED LOANS.  If the obligation of any
Lender to make a particular Type of Eurodollar Rate Loan or to
Continue, or to Convert Loans of any other Type into, Loans of a
particular Type shall be suspended pursuant to Section 5.1 or 5.3
hereof (Loans of such Type being herein called "Affected Loans"
and such Type being herein called the "Affected Type"), such
Lender's Affected Loans shall be automatically Converted into
Base Rate Loans on the last day(s) of the then current Interest
Period(s) for Affected Loans (or, in the case of a Conversion
required by Section 5.3 hereof, on such earlier date as such
Lender may specify to the Borrowers with a copy to the Agent)
and, unless and until such Lender gives notice as provided below
that the circumstances specified in Section 5.1 or 5.3 hereof
that gave rise to such Conversion no longer exist:

          (a)  to the extent that such Lender's Affected Loans
     have been so Converted, all payments and prepayments of
     principal that would otherwise be applied to such Lender's
     Affected Loans shall be applied instead to its Base Rate
     Loans; and

          (b)  all Loans that would otherwise be made or
     Continued by such Lender as Loans of the Affected Type shall
     be made or Continued instead as Base Rate Loans, and all
     Loans of such Lender that would otherwise be Converted into
     Loans of the Affected Type shall be Converted instead into
     (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrowers (with a copy to the
Agent) that the circumstances specified in Section 5.1 or 5.3
hereof that gave rise to the Conversion of such Lender's Affected
Loans pursuant to this Section 5.4 no longer exist (which such
Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be
automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Loans of the
Affected Type, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Loans of
the Affected Type and by such Lender are held pro rata (as to
principal amounts, Types and Interest Periods) in accordance with
their respective Revolving Credit Commitments.

     5.5. COMPENSATION.  Upon the request of any Lender, the
Borrowers shall pay to such Lender such amount or amounts as
shall be sufficient (in the reasonable opinion of such Lender) to
compensate it for any loss, cost or expense (including loss of
anticipated profits) incurred by it as a result of:

          (a)  any payment, prepayment or Conversion of a
     Eurodollar Rate Loan for any reason (including, without
     limitation, the acceleration of the Loans pursuant to
     Section 10.1) on a date other than the last day of  the
     Interest Period for such Loan; or

          (b)  any failure by the Borrowers for any reason
     (including, without limitation, the failure of any condition
     precedent specified in Article VI to be satisfied) to borrow
     (other than by reason of the failure of a Lender or Lenders
     to make funds available without cause), Convert, Continue or
     prepay a Eurodollar Rate Loan on the date for such
     borrowing, Conversion, Continuation or prepayment specified
     in the relevant notice of borrowing, prepayment,
     Continuation or Conversion under this Agreement.  

                              44<PAGE>
     Any Lender claiming compensation under this Section 5.5
shall furnish the Borrowers and the Agent a statement setting
forth in reasonable detail the amounts to be paid to it hereunder
and the determination thereof shall be conclusive absent manifest
error.

     5.6. TAXES.  (a)  Any and all payments by the Borrowers to
or for the account of any Lender or the Agent hereunder or under
any other Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of
each Lender and the Agent, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws
of which such Lender (or its Applicable Lending Office) or the
Agent (as the case may be) is organized or any political
subdivision thereof, except withholding taxes applicable to a
Lender (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Borrowers or the
Lender shall be required by law to deduct any Taxes from or in
respect of any sum payable under this Agreement or any other Loan
Document to any Lender or the Agent, (i) the sum payable shall be
increased as necessary so that after making all required
deductions (including deductions applicable to additional sums
payable under this Section 5.6) such Lender or the Agent receives
an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such
deductions, (iii) the Borrowers shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) the Borrowers shall
furnish to the Agent, at its address referred to in Section 11.2,
the original or a certified copy of a receipt evidencing payment
thereof.

     (b)  In addition, the Borrowers agree to pay any and all
present or future stamp or documentary taxes and any other excise
or property taxes or charges or similar levies which arise from
any payment made under this Agreement or any other Loan Document
or from the execution or delivery of, or otherwise with respect
to, this Agreement or any other Loan Document (hereinafter
referred to as "Other Taxes").

     (c)  The Borrowers agree to indemnify each Lender and the
Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted
by any jurisdiction on amounts payable under this Section 5.6)
paid by such Lender or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.  

     (d)   Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each
Lender listed on the signature pages hereof and on or prior to
the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing
by the Borrowers or the Agent (but only so long as such Lender
remains lawfully able to do so), shall provide the Borrowers and
the Agent with (a) if such Lender is a "bank" within the meaning
of Section 881(c)(3)(A) of the Code (i) Internal Revenue Service
Form 1001 or 4224, as appropriate, or any successor form

                               45<PAGE>
prescribed by the Internal Revenue Service, certifying that such
Lender is entitled to benefits under an income tax treaty to
which the United States is a party which reduces the rate of
withholding tax on payments of interest or certifying that the
income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United
States, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal
Revenue Service, and (iii) any other form or certificate required
by any taxing authority (including any certificate required by
Sections 871(h) and 881(c) of the Code), certifying that such
Lender is entitled to an exemption from or a reduced rate of tax
on payments pursuant to this Agreement or any of the other Loan
Documents or, (b) if such Lender is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code and which intends to
claim exemption from U.S. Federal withholding tax under Section
871(h) of 881(c) of the Code with respect to payments of
"portfolio interest," a form W-8, or any subsequent versions
thereof or successors thereto (and, if such Lender delivers a
Form W-8, a certificate representing that such Lender is not a
bank for purposes of Section 881(c) of the Code, is not a 10-
percent shareholder (within the meaning of Section 871(h)(3)(B)
of the Code) of either of the Borrowers and is not a controlled
foreign corporation related to either of the Borrowers (within
the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such  Lender claiming complete
exemption from, or a reduced rate of, U.S. Federal withholding
tax on payments of interest by the Borrowers under this Agreement
and the other Loan Documents.

     (e)  For any period with respect to which a Lender has
failed to provide the Borrowers and the Agent with the
appropriate form pursuant to Section 5.6(d)  (unless such failure
is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to
be provided), such Lender shall not be entitled to
indemnification under Section 5.6(a) or 5.6(b) with respect to
Taxes imposed by the United States; provided, however, that
should a Lender, which is otherwise exempt from or subject to a
reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required hereunder, the
Borrowers shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes at such
Lender's expense.

     (f)  If the Borrowers are required to pay additional amounts
to or for the account of any Lender pursuant to this Section 5.6,
then such Lender will agree to use reasonable efforts to change
the jurisdiction of its Applicable Lending Office so as to
eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Lender,
is not otherwise disadvantageous to such Lender.

     (g)  Within thirty (30) days after the date of any payment
of Taxes, the Borrowers shall furnish to the Agent evidence of
such payment and the Agent shall provide a copy of such evidence
to the applicable Lender.

     (h)  Without prejudice to the survival of any other
agreement of the Borrowers hereunder, the agreements and
obligations of the Borrowers contained in this Section 5.6 shall
survive the termination of the Revolving Credit Commitments and
the payment in full of the Notes.

     5.7. LENDING OFFICE.   Without affecting its rights under
this Article V or any other provision of this Agreement, each
Lender agrees that if there is any increase in cost to or
reduction in an amount receivable by such Lender with respect to

                              46<PAGE>
which the Borrowers would be obligated to compensate such Lender
pursuant to this Article V, such Lender shall use reasonable
efforts to elect an alternative lending office (to the extent
such Lender has available to it such an office) which would not
result in any such increase in any cost to or reduction in any
amount receivable by such Lender; provided, however, that no
Lender shall be obligated to select an alternative lending office
if such Lender determines, in its sole discretion, that (i) as a
result of such selection such Lender would be in violation of any
applicable law, regulation, treaty or guideline, or would incur
additional costs or expenses or (ii) such selection would be
inadvisable for regulatory reasons or would impose an
unreasonable burden or additional costs on such Lender.

     5.8. SYNDICATION COSTS.  If the Agent incurs any breakage
costs, charges or fees incurred with respect to Eurodollar Rate
Loans on account of the syndication of the Revolving Credit
Facility, the Borrowers shall immediately reimburse the Agent for
any such costs, charges or fees.  Such right of reimbursement is
in addition to, and not in limitation of, the other provisions of
this Article V.  In addition, the Borrowers agree that the
incurrence of such costs and expenses shall not be the basis for
Miller withholding its consent or approval of any Person as an
Eligible Assignee.

     5.9. REPLACEMENT BANKS.  Miller may, on ten (10) Business
Days' prior written notice to the Agent and a Lender, cause a
Lender who has incurred increased costs or is unable to make
Eurodollar Rate Loans to (and such Lender shall) assign, pursuant
to Section 12.1, all of its rights and obligations under this
Agreement to an Eligible Assignee designated by Miller which is
willing to become a Lender for a purchase price equal to the
outstanding principal amount of the Loans payable to such Lender
plus any accrued but unpaid interest on such Loans, any accrued
but unpaid fees with respect to such Lender's Revolving Credit
Commitment and any other amount payable to such Lender under this
Agreement; provided, however, that any expenses or other amounts
which would be owing to such Lender pursuant to any
indemnification provision hereof (including, if applicable,
Section 5.5) shall be payable by Miller as if Miller had prepaid
the Loans of such Lender rather than such Lender having assigned
its interest hereunder.  Miller or the assignee shall pay the
applicable processing fee under Section 12.1.



                              47
<PAGE>
                            ARTICLE VI

     Conditions to Making Loans and Issuing Letters of Credit
     --------------------------------------------------------

     6.1. CONDITIONS OF INITIAL ADVANCE.  The obligations of the
Lenders to make the initial Advance under the Revolving Credit
Facility, and of the Issuing Bank to issue any Letter of Credit,
and of the Swing Line Lender to make any Swing Line Loan, are
subject to the conditions precedent that:

          (a)  the Agent shall have received on the Closing Date,
     in form and substance satisfactory to the Agent and Lenders,
     the following:

               (i)   executed originals of each of this
          Agreement, the Notes, the initial Guaranty, the
          Security Instruments and the other Loan Documents,
          together with all schedules and exhibits thereto;

               (ii)  the favorable written opinion or
          opinions with respect to the Loan Documents and
          the transactions contemplated thereby of counsel
          to the Loan Parties dated the Closing Date,
          addressed to the Agent and the Lenders and
          satisfactory to Smith Helms Mulliss & Moore,
          L.L.P., special counsel to the Agent,
          substantially in the form of Exhibit L-1 hereto;

               (iii) resolutions of the boards of directors
          or other appropriate governing body (or of the
          appropriate committee thereof) of each of the Loan
          Parties certified by its secretary or assistant
          secretary as of the Closing Date, approving and
          adopting the Loan Documents to be executed by such
          Person, and authorizing the execution and delivery
          thereof; 

               (iv)  specimen signatures of officers of
          each of the Loan Parties executing the Loan
          Documents on behalf of such Person, certified by
          the secretary or assistant secretary of such
          Person;

               (v)   the Organizational Documents of each
          of the Loan Parties other than Immaterial
          Subsidiaries certified as of a recent date by the
          Secretary of State of its state of organization;

               (vi)  the Operating Documents of each of the
          Loan Parties certified as of the Closing Date as
          true and correct by its secretary or assistant
          secretary;

               (vii)  certificates issued as of a recent
          date by the Secretaries of State of the respective
          jurisdictions of formation of each of the Loan
          Parties other than Immaterial Subsidiaries as to
          the due existence and good standing of such Person
          or the equivalent, if any, in foreign
          jurisdictions;

                               48<PAGE>
               (viii) appropriate certificates of
          qualification to do business, good standing and,
          where appropriate, authority to conduct business
          under assumed name, issued in respect of each of
          the Loan Parties other than Immaterial
          Subsidiaries as of a recent date by the Secretary
          of State or comparable official of each
          jurisdiction, if any, in which the failure to be
          qualified to do business or authorized so to
          conduct business could have a Material Adverse
          Effect;

               (ix)   stock certificates representing all of
          the shares of Pledged Stock with undated stock
          powers executed in blank for each certificate;

               (x)    copies of all partnership, joint
          venture or other organizational agreements
          certified as true and complete by the Secretary or
          Assistant Secretary of the Loan Party party
          thereto;

               (xi)   Certificate and Receipt of Registrar of
          all of the Assigned Interests;

               (xii)  receipt and satisfactory review of (A)
          audited consolidated financial statements of Miller and
          its Subsidiaries as of April 30, 1997, and (B)
          consolidated interim financial statements of Miller and
          its Subsidiaries as of October 31, 1997;

               (xiii) receipt and satisfactory review of all
          reports filed with the Securities and Exchange
          Commission pursuant to Section 13(a) or 15(d) of the
          Exchange Act since April 30, 1997;
 
               (xiv)  notice of appointment of the initial
          Authorized Representative(s);
 
               (xv)   all schedules to the Credit Agreement and the
          other Loan Documents which shall be reviewed by and
          satisfactory to the Agent;

               (xvi)  a schedule of the corporate and capital
          ownership structure of Miller and its Subsidiaries
          which shall be reviewed by and be satisfactory to the
          Agent;

               (xvii) evidence that all fees payable by the
          Borrowers to the Agent, NMS and the Lenders in
          connection herewith have been paid in full; 

               (xviii)an initial Borrowing Notice, if any;

                (xix) payoff letters from the holders of Existing
          Debt to be refinanced with the Revolving Credit
          Facility;

                (xx)  Uniform Commercial Code search results with
          respect to all Loan Parties other than Immaterial
          Subsidiaries showing only Permitted Liens; 


                               49<PAGE>
                (xxi) UCC-1 Financing Statements duly executed by
          the Borrowers and each Guarantor and applicable
          Subsidiary and in proper form for filing for all
          locations required by applicable law to perfect the
          Liens of the Agent and the Lenders under the Security
          Instruments as a first priority Lien as to items of
          Collateral in which a security interest may be
          perfected by the filing of financing statements; and

               (xxii) such other documents, instruments,
          certificates and opinions as the Agent or any Lender
          may reasonably request in connection with the
          consummation of the transactions contemplated hereby,
          including the due perfection of a first priority
          security interest in all Collateral;

          (b)  In the good faith judgment of the Agent and the
     Lenders:
 
               (i)    There shall not have occurred or become known
          to the Agent or the Lenders any event, condition,
          situation or status since the date of the information
          contained in the financial and business projections,
          budgets, pro forma data and forecasts concerning Miller
          and its Subsidiaries delivered to the Agent prior to
          the making of the initial Loan that has had or could
          reasonably be expected to result in a Material Adverse
          Effect; 
 
               (ii)   No litigation, action, suit, investigation or
          other arbitral, administrative or judicial proceeding
          shall be pending or threatened that has had or could
          reasonably be expected to have a Material Adverse
          Effect on Miller or its Subsidiaries or on the ability
          of Miller and the other Loan Parties taken as a whole
          to perform their obligations under the Loan Documents;

               (iii)  The Loan Parties shall have received all
          approvals, consents and waivers, and shall have made or
          given all necessary filings and notices as shall be
          required to consummate the transactions contemplated
          hereby without the occurrence of any default under,
          conflict with or violation of (A) any applicable law,
          rule, regulation, order or decree of any Governmental
          Authority or arbitral authority or (B) any agreement,
          document or instrument to which any of the Loan Parties
          is a party or by which any of them or their properties
          is bound; and

               (iv)   There shall not have occurred or exist (A) an
          engagement in hostilities by the United States of
          America or other national or international emergency or
          calamity, (B) a general suspension of or material
          limitation on trading on the New York Stock Exchange or
          other national securities exchange, (C) the declaration
          of a general banking moratorium by any applicable
          Governmental Authority or the imposition by any
          applicable Governmental Authority of any material
          limitation on transactions of the type contemplated by
          the Loan Documents, or (D) any other material
          disruption of financial or capital markets that could
          reasonably be expected to adversely affect the
          transactions contemplated under the Loan Documents.

     6.2. CONDITIONS OF ALL LOANS AND LETTERS OF CREDIT.  The
obligations of the Lenders to make any Loans, and the Issuing
Bank to issue Letters of Credit, and the Swing Line Lender to

                              50<PAGE>
make Swing Line Loans, hereunder on or subsequent to the Closing
Date are subject to the satisfaction of the following conditions:

          (a)  the Agent or, in the case of Swing Line Loans, the
     Swing Line Lender shall have received a Borrowing Notice if
     required by Article II;

          (b)  the representations and warranties of the Loan
     Parties set forth in Article VII and in each of the other
     Loan Documents shall be true and correct in all material
     respects on and as of the date of such Advance, Swing Line
     Loan or Letter of Credit issuance or renewal, with the same
     effect as though such representations and warranties had
     been made on and as of such date, except to the extent that
     such representations and warranties expressly relate to an
     earlier date and except that the financial statements
     referred to in Section 7.6(a) shall be deemed to be those
     financial statements most recently delivered to the Agent
     and the Lenders pursuant to Section 8.1 and except as
     otherwise permitted hereunder from the date financial
     statements are delivered to the Agent and the Lenders in
     accordance with such Section;

          (c)  in the case of the issuance of a Letter of Credit,
     the applicable Borrower or Borrowers shall have executed and
     delivered to the Issuing Bank an Application and Agreement
     for Letter of Credit in form and content acceptable to the
     Issuing Bank together with such other instruments and
     documents as it shall request;

          (d)  at the time of (and after giving effect to) each
     Advance, Swing Line Loan or the issuance of a Letter of
     Credit, no Material Adverse Effect shall have occurred and
     be continuing;

          (e)  at the time of (and after giving effect to) each
     Advance, Swing Line Loan or the issuance of a Letter of
     Credit, no Default or Event of Default specified in Article
     X shall have occurred and be continuing; and

          (f)  immediately after giving effect to: 
 
                      (i)  a Loan, the aggregate principal
               balance of all outstanding Loans, Participations
               and Reimbursement Obligations for each Lender
               shall not exceed such Lender's Revolving Credit
               Commitment; 
 
                     (ii)  the issuance of a Letter of Credit or
               renewal thereof, the aggregate principal balance
               of all outstanding Participations in Letters of
               Credit and Reimbursement Obligations (or in the
               case of the Issuing Bank, its remaining interest
               after deduction of all Participations in Letters
               of Credit and Reimbursement Obligations of other
               Lenders) for each Lender and in the aggregate
               shall not exceed, respectively, (X) such Lender's
               Letter of Credit Commitment or (Y) the Total
               Letter of Credit Commitment;

                               51<PAGE>
                    (iii)  a Swing Line Loan, the Swing Line
               Outstandings shall not exceed $5,000,000; and

                     (iv)  a Loan, Swing Line Loan or a Letter of
               Credit or renewal thereof, the sum of Letter of
               Credit Outstandings plus Revolving Credit
               Outstandings plus Swing Line Outstandings shall
               not exceed the Total Revolving Credit Commitment.

                               52
<PAGE>
                           ARTICLE VII

                  Representations and Warranties
                  ------------------------------

     Each of the Borrowers represents and warrants with respect
to itself and to its Subsidiaries (which representations and
warranties shall survive the delivery of the documents mentioned
herein and the making of Loans and the issuing of Letters of
Credit), that:

     7.1. Organization and Authority.
          --------------------------

          (a)  Miller and each Subsidiary is a corporation or
     other entity duly organized and validly existing under the
     laws of the jurisdiction of its formation;

          (b)  Miller and each Subsidiary (x) has the requisite
     power and authority to own its properties and assets and to
     carry on its business as now being conducted and as
     contemplated in the Loan Documents, and (y) is qualified to
     do business in every jurisdiction in which the conduct of
     its business or ownership of its assets requires it to be so
     qualified and in which the failure to so qualify would have
     a Material Adverse Effect;

          (c)  Each Borrower has the power and authority to
     execute, deliver and perform this Agreement and the Notes,
     and to borrow hereunder, and to execute, deliver and perform
     each of the other Loan Documents to which it is a party;

          (d)  Each Guarantor has the power and authority to
     execute, deliver and perform the Guaranty and each of the
     other Loan Documents to which it is a party; and

          (e)  When executed and delivered, each of the Loan
     Documents to which  any Loan Party is a party will be the
     legal, valid and binding obligation or agreement of such
     Loan Party, enforceable against such Loan Party in
     accordance with its terms, subject to the effect of any
     applicable bankruptcy, moratorium, insolvency,
     reorganization or other similar law affecting the
     enforceability of creditors' rights generally and to the
     effect of general principles of equity (whether considered
     in a proceeding at law or in equity).

     7.2. LOAN DOCUMENTS.  The execution, delivery and
performance by each Loan Party of each of the Loan Documents to
which it is a party:

          (a)  have been duly authorized by all requisite
     Organizational Action (including any required shareholder or
     partner approval) of such Loan Party required for the lawful
     execution, delivery and performance thereof;

          (b)  do not violate any provisions of (i) applicable
     law, rule or regulation, (ii) any judgment, writ, order,
     determination, decree or arbitral award of any Governmental
     Authority or arbitral authority binding on such Loan Party
     or any Subsidiary or its properties, or (iii) the
     Organizational Documents or Operating Documents of such Loan
     Party;

                              53
<PAGE>
          (c)  does not and will not be in conflict with, result
     in a breach of or constitute an event of default, or an
     event which, with notice or lapse of time or both, would
     constitute an event of default, under any contract,
     indenture, agreement or other instrument or document to
     which such Loan Party or any Subsidiary is a party, or by
     which the properties or assets of such Loan Party are bound;
     and

          (d)  except as provided in the Security Instruments,
     does not and will not result in the creation or imposition
     of any Lien upon any of the properties or assets of such
     Loan Party or any Subsidiary.

     7.3. SOLVENCY.  Each Loan Party is Solvent after giving
effect to the transactions contemplated by the Loan Documents.

     7.4. SUBSIDIARIES AND STOCKHOLDERS.  Miller has no
Subsidiaries other than those Persons listed as Subsidiaries in
Schedule 7.4 and additional Subsidiaries created or acquired
after the Closing Date in compliance with Section 8.19; Schedule
7.4 states as of the date hereof the organizational form of each
entity, the authorized and issued capitalization of each
Subsidiary listed thereon, the number of shares or other equity
interests of each class of capital stock or interest issued and
outstanding of each such Subsidiary and the number and/or
percentage of outstanding shares or other equity interest
(including options, warrants and other rights to acquire any
interest) of each such class of capital stock or other equity
interest owned by Miller or by any such Subsidiary; the
outstanding shares or other equity interests of each such
Subsidiary have been duly authorized and validly issued and are
fully paid and nonassessable; and Miller and each such Subsidiary
owns beneficially and of record all the shares and other
interests it is listed as owning in Schedule 7.4, free and clear
of any Lien.

     7.5. OWNERSHIP INTERESTS.  Miller owns no interest in any
Person other than the Persons listed in Schedule 7.4, equity
investments in Persons not constituting Subsidiaries permitted
under Section 9.6 and additional Subsidiaries created or acquired
after the Closing Date in compliance with Section 8.19.

     7.6. FINANCIAL CONDITION. 

          (a)  Miller has heretofore furnished to each Lender (i)
     an audited consolidated balance sheet of Miller and its
     Subsidiaries as at April 30, 1997 and the notes thereto and
     the related consolidated statements of income, stockholders'
     equity and cash flows for the Fiscal Year then ended as
     examined and certified by Arthur Andersen LLP and (ii) an
     unaudited consolidated interim balance sheet of Miller and
     its Subsidiaries as at October 31, 1997 and the notes
     thereto and the related consolidated statements of income
     and cash flows for the interim periods then ended.  Except
     as set forth therein, such financial statements (including
     the notes thereto) present fairly the financial condition of
     Miller and its Subsidiaries as of the end of such Fiscal
     Year and interim period and results of their operations for
     the Fiscal Year and interim period then ended and the
     changes in its stockholders' equity for the Fiscal Year then
     ended, all in conformity with GAAP applied on a Consistent
     Basis, subject however, in the case of unaudited interim
     statements to year end audit adjustments;

                               54<PAGE>
          (b)  since April 30, 1997 there has been no material
     adverse change in the condition, financial or otherwise, of
     Miller and its Subsidiaries taken as a whole or in the
     businesses, properties, performance, prospects or operations
     of Miller and its Subsidiaries taken as a whole, nor have
     such businesses or properties been materially adversely
     affected as a result of any fire, explosion, earthquake,
     accident, strike, lockout, combination of workers, flood,
     embargo or act of God; and

          (c)  except as set forth in the financial statements
     referred to in Section 7.6(a) or in Schedule 7.6 or
     permitted by Section 9.4, neither Miller nor any Subsidiary
     has incurred, other than in the ordinary course of business,
     any Indebtedness, Contingent Obligation or other commitment
     or liability which remains outstanding or unsatisfied.

     7.7. TITLE TO PROPERTIES.  Miller and each of its
Subsidiaries has title to all its real and personal properties,
subject to no transfer restrictions or Liens of any kind, except
for the transfer restrictions and Liens described in Schedule 7.7
and transfer restrictions and Liens permitted by Section 9.3.

     7.8. TAXES.  Miller and each of its Subsidiaries has filed
or caused to be filed all federal, state and local tax returns
which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate
proceedings diligently conducted and against which reserves
reflected in the financial statements described in Section 7.6(a)
and satisfactory to Miller's independent certified public
accountants have been established, have paid or caused to be paid
all taxes as shown on said returns or on any assessment received
by it, to the extent that such taxes have become due and the
failure of which would reasonably be expected to have a Material
Adverse Effect.

     7.9. OTHER AGREEMENTS.  No Loan Party nor any Subsidiary is

          (a)  a party to or subject to any judgment, order,
     decree, agreement, lease or instrument, or subject to other
     restrictions, which individually or in the aggregate could
     reasonably be expected to have a Material Adverse Effect; 

          (b)  in default in the performance, observance or
     fulfillment of any of the obligations, covenants or
     conditions contained in any agreement or instrument to which
     Miller or any Subsidiary is a party, which default has, or
     if not remedied within any applicable grace period could
     reasonably be expected to have, a Material Adverse Effect;
     or 

          (c)  a party to or bound by any agreement with any
     other Person (other than the Agent and the Lenders pursuant
     to this Agreement or any other Loan Document) which prohibits, limits
     or restricts the ability of any Subsidiary to make any payments,
     directly or indirectly, to Miller by way of dividends, advances,
     repayments of loans or advances, or other returns on investments, or by
     any other agreement or arrangement which restricts the ability of any
     Subsidiary to make any payment, directly or indirectly, to Miller.

     7.10.     LITIGATION.  Except as set forth in Schedule 7.10,
there is no action, suit, investigation or proceeding at law or
in equity or by or before any governmental instrumentality or

                               55<PAGE>
agency or arbitral body pending, or, to the best knowledge of the
Borrowers, threatened by or against Miller or any Subsidiary or
affecting Miller or any Subsidiary or any properties or rights of
Miller or any Subsidiary, which could reasonably be expected to
have a Material Adverse Effect.  With respect to those matters
set forth on Schedule 7.10, the Borrowers believe that none of
the matters, individually or in the aggregate, will have a
Material Adverse Effect.

     7.11.     MARGIN STOCK.   The proceeds of the borrowings
made hereunder will be used by the Borrowers only for the
purposes expressly authorized herein.  None of such proceeds will
be used, directly or indirectly, for the purpose of purchasing or
carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to
purchase or carry margin stock or for any other purpose which
might constitute any of the Loans under this Agreement a "purpose
credit" within the meaning of said Regulation U or Regulation X
(12 C.F.R. Part 224) of the Board.  Neither the Borrowers nor any
agent acting in their behalf has taken or will take any action
which might cause this Agreement or any of the documents or
instruments delivered pursuant hereto to violate any regulation
of the Board or to violate the Exchange Act or the Securities Act
of 1933, as amended, or any state securities laws, in each case
as in effect on the date hereof.

     7.12.     INVESTMENT COMPANY.  No Loan Party nor any
Subsidiary is an "investment company," or an "affiliated person"
of, or "promoter" or "principal underwriter" for, an "investment
company", as such terms are defined in the Investment Company Act
of 1940, as amended (15 U.S.C. Section 80a-1, et seq.).  The
application of the proceeds of the Loans and repayment thereof by
the Borrowers and the performance by the Loan Parties of the
transactions contemplated by the Loan Documents will not violate
any provision of said Act, or any rule, regulation or order
issued by the Securities and Exchange Commission thereunder, in
each case as in effect on the date hereof.

     7.13.     PATENTS, ETC.  Miller and each Subsidiary owns or
has the right to use, under valid license agreements or
otherwise, all material patents, licenses, franchises,
trademarks, trademark rights, trade names, trade name rights,
trade secrets and copyrights necessary to or used in the conduct
of its businesses as now conducted and as contemplated by the
Loan Documents, in all cases without known conflict with any
patent, license, franchise, trademark, trade secret, trade name,
copyright, other proprietary right of any other Person, which
conflict is reasonably likely to have a Material Adverse Effect.

     7.14.     NO UNTRUE STATEMENT.  Neither (a) this Agreement
nor any other Loan Document or certificate or document executed
and delivered by or on behalf of Miller or any other Loan Party
in accordance with or pursuant to any Loan Document nor (b) any
statement, representation, or warranty provided to the Agent in
connection with the negotiation or preparation of the Loan
Documents contains any misrepresentation or untrue statement of
material fact or omits to state a material fact necessary, in
light of the circumstance under which it was made, in order to
make any such warranty, representation or statement contained
therein not misleading.

     7.15.     NO CONSENTS, ETC.  Neither the respective
businesses or properties of the Loan Parties or any Subsidiary, 

                               56<PAGE>
nor any relationship among the Loan Parties or any Subsidiary and
any other Person, nor any circumstance in connection with the
execution, delivery and performance of the Loan Documents and the
transactions contemplated thereby, is such as to require a
consent, approval or authorization of, or filing, registration or
qualification with, any Governmental Authority or any other
Person on the part of any Loan Party or any Subsidiary as a
condition to the execution, delivery and performance of, or
consummation of the transactions contemplated by the Loan
Documents, or if so, such consent, approval, authorization,
filing, registration or qualification has been duly obtained or
effected, or shall have been obtained or effected prior to the
Closing Date, as the case may be, except for filings necessary to
perfect the Liens on the Collateral.

     7.16. EMPLOYEE BENEFIT PLANS.

          (a)  Miller, each ERISA Affiliate and each Subsidiary
     is in compliance with all applicable provisions of ERISA,
     the Code  and the regulations and published interpretations
     thereunder and in compliance with all Foreign Benefit Laws
     and the regulations and published interpretations thereunder
     with respect to all Employee Benefit Plans, except for any
     required amendments for which the remedial amendment period
     as defined in Section 401(b) of the Code has not yet expired
     and except for failures to so comply that would not, in the
     aggregate, reasonably be expected to have a Material Adverse
     Effect.  Each Employee Benefit Plan that is intended to be
     qualified under Section 401(a) of the Code has been
     determined, or Miller or such ERISA Affiliate or its
     Subsidiaries is in the process of obtaining a determination
     by the Internal Revenue Service, to be so qualified, each
     trust related to such Employee Benefit Plan has been
     determined to be exempt under Section 501(a) of the Code,
     and each Employee Benefit Plan subject to any Foreign
     Benefit Law has received the required approvals by any
     Governmental Authority regulating such Employee Benefit
     Plan.  No material liability has been incurred by Miller or
     any ERISA Affiliate which remains unsatisfied for any taxes
     or penalties with respect to any Employee Benefit Plan or
     any Multiemployer Plan;

          (b)  Neither Miller, any ERISA Affiliate nor any
     Subsidiary has (i) engaged in a nonexempt prohibited
     transaction described in Section 4975 of the Code or Section
     406 of ERISA affecting  any of the Employee Benefit Plans or
     the trusts created thereunder which could subject any such
     Employee Benefit Plan or trust to a material tax or penalty
     on prohibited transactions imposed under Code Section 4975
     or ERISA, (ii) incurred any accumulated funding deficiency
     with respect to any Employee Benefit Plan, whether or not
     waived, or any other material liability to the PBGC which
     remains outstanding other than the payment of premiums and
     there are no premium payments which are due and unpaid,
     (iii) failed to make a required contribution or payment to a
     Multiemployer Plan which contributions or payments is in
     excess of $250,000 individually or in the aggregate with
     other such failed contribution or payment to a Multiemployer
     Plan,  (iv) failed to make a required installment or other
     required material payment under Section 412 of the Code,
     Section 302 of ERISA or the terms of such Employee Benefit
     Plan, or (v) failed to make a required contribution or
     payment under, or otherwise failed to operate in material
     compliance with, any Foreign Benefit Law regulating any
     Employee Benefit Plan;

          (c)  No Termination Event has occurred or is reasonably
     expected to occur with respect to any Employee Benefit Plan,
     and neither Miller nor any ERISA Affiliate has incurred any
     unpaid withdrawal liability with respect to any
     Multiemployer Plan, which event or liability could
     reasonably be expected to have a Material Adverse Effect;

                               57<PAGE>
          (d)  The present value of all vested accrued benefits
     under each Employee Benefit Plan which is subject to Title
     IV of ERISA or whose funding is regulated by any Foreign
     Benefit Law, did not, as of the most recent valuation date
     for each such plan, exceed the then current value of the
     assets of such Employee Benefit Plan allocable to such
     benefits;

          (e)  To the best of the Borrowers' knowledge, each
     Employee Benefit Plan subject to Title IV of ERISA or the
     funding of which is regulated by any Foreign Benefit Law,
     maintained by Miller, any ERISA Affiliate or any Subsidiary,
     has been administered in accordance with its terms in all
     material respects and is in compliance in all material
     respects with all applicable requirements of ERISA, all
     Foreign Benefit Laws, and other applicable laws, regulations
     and rules;

          (f)  The consummation of the Loans and the issuance of
     the Letters of Credit provided for herein will not involve
     any prohibited transaction under ERISA which is not subject
     to a statutory or administrative exemption; and

          (g)  No proceeding, claim, lawsuit and/or investigation
     exists or, to the best knowledge of the Borrowers after due
     inquiry, is threatened concerning or involving any Employee
     Benefit Plan, which, if adversely determined, could
     reasonably be expected to have a Material Adverse Effect.

     7.17.     NO DEFAULT.  As of the date hereof, there does not
exist any Default or Event of Default hereunder.

     7.18.     ENVIRONMENTAL MATTERS.  (a)  Miller and each
Subsidiary is in compliance with all applicable Environmental
Laws in all material respects and has been issued and currently
maintains or is pursuing all required federal, state, local and
foreign permits, licenses, certificates and approvals.  Neither
Miller nor any Subsidiary has been notified of any pending or
threatened action, suit, proceeding or investigation, and neither
Miller nor any Subsidiary is aware of any fact, which (i) calls
into question, or could reasonably be expected to call into
question, compliance by Miller or any Subsidiary with any
Environmental Laws, (ii) which seeks, or could reasonably be
expected to form the basis of a meritorious proceeding to seek,
to suspend, revoke or terminate any license, permit or approval
necessary for the generation, handling, storage, treatment or
disposal of any Hazardous Material or the operation of Miller's
or any Subsidiary's business or facility, (iii) seeks to cause,
or could reasonably be expected to form the basis of a
meritorious proceeding to cause, any property of Miller or any
Subsidiary to be subject to any restrictions on ownership, use,
occupancy or transferability under any Environmental Law, or (iv)
constitutes a reasonable basis to conclude that Miller or a
Subsidiary is a potentially responsible party with regard to any
release or threatened release of a Hazardous Material, which in
any of the foregoing instances could reasonably be expected to
have a Material Adverse Effect; and

                              58<PAGE>
     (b)  Neither Miller nor any Subsidiary, nor, to the best of
the Borrowers' knowledge, any previous owner or operator of any
real property owned or operated by Miller or any Subsidiary or
any other Person, has managed, generated, stored, released,
treated, or disposed of any Hazardous Material on any portion of
such property, or transferred or caused to be transferred any
Hazardous Material from such property to any other location
except in compliance in all material respects with all
Environmental Laws.  Except for Hazardous Materials necessary for
the routine maintenance of the properties owned or operated by
Miller and its Subsidiaries or as brought on to such properties
in the ordinary course of Miller's or such Subsidiary's business,
which Hazardous Material shall be used in accordance with all
applicable Environmental Laws, the Borrowers covenant that they
shall, and shall cause each Subsidiary to, not permit any
Hazardous Materials to be brought on to the real property owned
or operated by Miller and its Subsidiaries, or if so brought or
found located thereon, shall be immediately removed, with proper
disposal, and all environmental cleanup requirements shall be
diligently undertaken pursuant to all Environmental Laws.

     7.19.  EMPLOYMENT MATTERS.  (a)  Except as set forth in
Schedule 7.19, none of the employees of Miller or any Subsidiary
is subject to any collective bargaining agreement and there are
no strikes, work stoppages, election or decertification petitions
or proceedings, unfair labor charges, equal opportunity
proceedings, or other material labor/employee related
controversies or proceedings pending or, to the best knowledge of
the Borrowers, threatened against Miller or any Subsidiary or
between Miller or any Subsidiary and any of its employees, other
than (in each of the foregoing cases) employee grievances arising
in the ordinary course of business which could not reasonably be
expected, individually or in the aggregate, to have a Material
Adverse Effect; and

     (b)  Except to the extent a failure to maintain compliance
would not have a Material Adverse Effect, Miller and each
Subsidiary is in compliance in all respects with all applicable
laws, rules and regulations pertaining to labor or employment
matters, including without limitation those pertaining to wages,
hours, occupational safety and taxation and there is no pending
or, to the knowledge of the Borrowers, threatened, litigation,
administrative proceeding or investigation, in respect of such
matters which, if decided adversely, could reasonably be likely,
individually or in the aggregate, to have a Material Adverse
Effect; 

     7.20.  RICO.  Neither Miller nor any Subsidiary is
engaged in or has engaged in any course of conduct that could
subject any of their respective properties to any Lien, seizure
or other forfeiture under any criminal or racketeer influenced
and corrupt organizations law.

     7.21. PERFECTED SECURITY INSTRUMENTS.  At all times
after execution and delivery of each Pledge Agreement by the
Pledgor thereunder and satisfaction of the conditions set forth
in Section 6.1, the security interests created in favor of the
Agent for the benefit of the Lenders under the Pledge Agreements
will constitute valid, perfected security interests in the
Pledged Stock and Assigned Interests, subject to no other Liens.

                              59
<PAGE>
                           ARTICLE VIII

                      Affirmative Covenants
                      ---------------------

     Until the Revolving Credit Termination Date, unless the
Required Lenders shall otherwise consent in writing, the
Borrowers will, and where applicable will cause each Subsidiary
to:

     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
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)  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,

                               60<PAGE>
(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;

     (e)  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

     (f)  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.

     8.2. MAINTAIN PROPERTIES.  Maintain all properties necessary
to its operations in good working order and condition, ordinary
wear and tear excepted, make all needed repairs, replacements and
renewals to such properties, and maintain free from Liens (other
than Permitted Liens) all trademarks, trade names, patents,
copyrights, trade secrets, know-how, and other intellectual
property and proprietary information (or adequate licenses
thereto), in each case as are necessary to conduct its business
as currently conducted or as contemplated hereby, all in
accordance with customary and prudent business practices.

     8.3. EXISTENCE, QUALIFICATION, ETC.  Except as otherwise
expressly permitted under Section 9.7, do or cause to be done all
things necessary to preserve and keep in full force and effect
its existence and all material rights and franchises, and, except
to the extent conveyed in connection with a transaction permitted
under Section 9.5 hereof, maintain its license or qualification
to do business as a foreign corporation and good standing in each
jurisdiction in which its ownership or lease of property or the
nature of its business makes such license or qualification
necessary and in which the failure to have such licenses or
qualifications could reasonably be expected to have a Material
Adverse Effect.

     8.4. REGULATIONS AND TAXES.  Comply in all material respects
with or contest in good faith all statutes and governmental
regulations and pay all taxes, assessments, governmental charges,
claims for labor, supplies, rent and any other obligation which,
if unpaid, would become a Lien against any of its properties

                              61<PAGE>
except liabilities being contested in good faith by appropriate
proceedings diligently conducted and against which adequate
reserves acceptable to Miller's independent certified public
accountants have been established unless and until any Lien
resulting therefrom attaches to any of its property and becomes
enforceable against its creditors.

     8.5. INSURANCE.  (a) Keep all of its insurable properties
adequately insured at all times with responsible insurance
carriers against loss or damage by fire and other hazards, (b)
maintain general public liability insurance at all times with
responsible insurance carriers against liability on account of
damage to persons and property and (c) maintain insurance under
all applicable workers' compensation laws (or in the alternative,
maintain required reserves if self-insured for workers'
compensation purposes) and against loss by reason of business
interruption, such policies of insurance to have such limits,
deductibles, exclusions, co-insurance and other provisions
providing no less coverages than are maintained by similar
businesses that are similarly situated and shall be in form
reasonably satisfactory to the Agent and as of the Closing Date
are generally described in Schedule 8.5.

     8.6. TRUE BOOKS.  Keep true books of record and account in
which full, true and correct entries will be made of all of its
dealings and transactions, and set up on its books such reserves
as may be required by GAAP with respect to doubtful accounts and
all taxes, assessments, charges, levies and claims and with
respect to its business in general, and include such reserves in
interim as well as year-end financial statements.

     8.7. RIGHT OF INSPECTION.  Permit any representative
designated by the Agent or any Lender to visit and inspect any of
the properties, corporate books and financial reports of Miller
or any Subsidiary and to discuss its affairs, finances and
accounts with its principal officers and independent certified
public accountants, all at reasonable times, at reasonable
intervals and with reasonable prior notice and permit any Lender
to discuss either Borrower's affairs, finances and accounts with
its principal officers and its independent accountants, all at
reasonable times, at reasonable intervals and with reasonable
prior notice.

     8.8. OBSERVE ALL LAWS.  Conform to and duly observe in all
material respects all laws, rules and regulations and all other
valid requirements of any Governmental Authority with respect to
the conduct of its business.

     8.9. GOVERNMENTAL LICENSES.  Obtain and maintain all
licenses, permits, certifications and approvals of all applicable
Governmental Authorities as are required for the conduct in all
material respects of its business as currently conducted and as
contemplated by the Loan Documents.

     8.10.     COVENANTS EXTENDING TO OTHER PERSONS.  Cause each
of its Subsidiaries to do with respect to itself, its business
and its assets, each of the things required of Miller in
Sections 8.2 through 8.9, 8.18, 8.19 and 8.20 inclusive;

     8.11.     OFFICER'S KNOWLEDGE OF DEFAULT.  Upon any
Authorized Representative or the General Counsel of Miller
obtaining knowledge of any Default or Event of Default hereunder
or under any other obligation of Miller or any Subsidiary to any

                              62<PAGE>
Lender, or any event, development or occurrence which could
reasonably be expected to have a Material Adverse Effect, cause
such officer or an Authorized Representative promptly to notify
the Agent of the nature thereof, the period of existence thereof,
and what action Miller or such Subsidiary proposes to take with
respect thereto.

     8.12.     SUITS OR OTHER PROCEEDINGS.  Upon any Authorized
Representative or the General Counsel of Miller obtaining
knowledge of any litigation or other proceedings being instituted
against Miller or any Subsidiary or any attachment, levy,
execution or other process being instituted against any assets of
Miller or any Subsidiary, making a claim or claims which could
reasonably be expected to result in damages in an aggregate
amount greater than $5,000,000 not otherwise covered by
insurance, or could reasonably be expected to have a Material
Adverse Effect, cause such officer or an Authorized
Representative promptly to deliver to the Agent written notice
thereof stating the nature and status of such litigation,
dispute, proceeding, levy, execution or other process.

     8.13.     NOTICE OF ENVIRONMENTAL COMPLAINT OR CONDITION. 
Promptly provide to the Agent true, accurate and complete copies
of any and all notices, complaints, orders, directives, claims,
or citations received by Miller or any Subsidiary relating to any
(a) violation or alleged violation by Miller or any Subsidiary of
any applicable Environmental Law; (b) release or threatened
release by Miller or any Subsidiary, or at any facility or
property owned or leased or operated by Miller or any Subsidiary,
or by any Person handling, transporting, or disposing of any
Hazardous Material on behalf of Miller or any Subsidiary, of any
Hazardous Material, except where occurring legally; or (c)
liability or alleged liability of Miller or any Subsidiary for
the costs of cleaning up, removing, remediating or responding to
a release of Hazardous Materials, which in any of the foregoing
instances could reasonably be expected to have a Material Adverse
Effect.

     8.14.     ENVIRONMENTAL COMPLIANCE.  If Miller or any
Subsidiary shall receive any letter, notice, complaint, order,
directive, claim or citation alleging that Miller or any
Subsidiary has violated any Environmental Law, has released or is
about to release any Hazardous Material or is liable for the
costs of cleaning up, removing, remediating or responding to a
release of Hazardous Materials, which in any of the foregoing
instances could reasonably be expected to have a Material Adverse
Effect, Miller shall provide prompt written notice thereof to the
Agent describing in reasonable detail the nature of the matter
and what action Miller or the applicable Subsidiary proposes to
take with respect thereto and shall, within the time period
permitted by the applicable Environmental Law or the Governmental
Authority responsible for enforcing such Environmental Law,
either (i) remove or remedy, or cause the applicable Subsidiary
to remove or remedy, such violation or release or satisfy such
liability or (ii) contest in good faith such violation so long as
no remedial action shall be required to be taken during the
period of such contest.

     8.15.     INDEMNIFICATION.  Without limiting the generality
or application of Section 12.9, the Borrowers hereby agree to
indemnify and hold the Agent, the Lenders, the Swing Line Lender,
the Issuing Bank and NMS, and their respective officers,
directors, employees and agents, harmless from and against any
and all claims, losses, penalties, liabilities, damages and
expenses (including assessment and cleanup costs and reasonable
attorneys', consultants' or other experts' fees and
disbursements) arising directly or indirectly from, out of or by
reason of (a) the violation or alleged violation of any
Environmental Law by Miller or any Subsidiary or with respect to
any property owned, operated or leased by Miller or any
Subsidiary or (b) the use, generation, handling, storage,
transportation, treatment, emission, release, discharge or
disposal of any Hazardous Materials by or on behalf of Miller or
any Subsidiary or on or with respect to property owned or leased

                               63<PAGE>
or operated by Miller or any Subsidiary; provided, however, no
party shall be entitled to indemnification hereunder to the
extent that any such liability resulted directly from such
party's gross negligence or willful misconduct.  The provisions
of this Section 8.15 shall survive the Revolving Credit
Termination Date and expiration or termination of this Agreement.

     8.16.     FURTHER ASSURANCES.  At the Borrowers' cost and
expense, upon request of the Agent, duly execute and deliver or
cause to be duly executed and delivered, to the Agent such
further instruments, documents, certificates, financing and
continuation statements, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the
reasonable opinion of the Agent to carry out more effectively the
provisions and purposes of this Agreement and the other Loan
Documents.

     8.17.     EMPLOYEE BENEFIT PLANS.

     (a)  With reasonable promptness, and in any event within
thirty (30) days thereof, give notice to the Agent of (i) the
establishment of any new Employee Benefit Plan (which notice
shall include a summary of such plan), (ii) the commencement of
contributions to any Employee Benefit Plan to which Miller, any
of its ERISA Affiliates or any of its Subsidiaries was not
previously contributing, (iii) any material increase in the
benefits of any existing Employee Benefit Plan, (iv) each funding
waiver request filed with respect to any Employee Benefit Plan
and all communications received or sent by Miller, any ERISA
Affiliate or any Subsidiary with respect to such request and
(v) the failure of Miller or any ERISA Affiliate or any
Subsidiary to make a required installment or payment under
Section 302 of ERISA or Section 412 of the Code (in the case of
Employee Benefit Plans regulated by the Code or ERISA) or any
Foreign Benefit Law (in the case of any Employee Benefit Plan
regulated by any Foreign Benefit Law) by the due date, provided
that Miller and its Subsidiaries shall not be required to give
any notice specified in this Section 8.17(a)(v) unless it relates
to any required installment or payment which could reasonably be
expected to result in a liability of $250,000 or more
individually or when aggregated with other similar failures to
make such payments; 

     (b)  Promptly and in any event within fifteen (15) days of
becoming aware of the occurrence or forthcoming occurrence of any
(a) Termination Event or (b) nonexempt "prohibited transaction,"
as such term is defined in Section 406 of ERISA or Section 4975
of the Code, in connection with any Pension Plan or any trust
created thereunder, deliver to the Agent a notice specifying the
nature thereof, what action Miller, any ERISA Affiliate or any
Subsidiary  has taken, is taking or proposes to take with respect
thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor, the PBGC or
any other Governmental Authority with respect thereto. 
Notwithstanding anything in this Section 8.17(b) to the contrary,
Miller and its Subsidiaries shall not be required to give any
notice specified herein unless it relates to an Termination Event
or nonexempt "prohibited transaction" which could reasonably be
expected to result in a liability of $250,000 or more
individually or when aggregated with other similar events which
would require notice under this Section; and

                              64<PAGE>
     (c)  With reasonable promptness but in any event within
fifteen (15) days for purposes of clauses (i), (ii) and (iii),
deliver to the Agent copies of (i) any unfavorable determination
letter from the Internal Revenue Service regarding the
qualification of an Employee Benefit Plan under Section 401(a) of
the Code, (ii) all notices received by Miller or any ERISA
Affiliate or any Subsidiary of the PBGC's or any Governmental
Authority's intent to terminate any Employee Benefit Plan or to
have a trustee appointed to administer any Pension Plan, (iii)
each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by Miller or any ERISA Affiliate with
the Internal Revenue Service with respect to each Employee
Benefit Plan and (iv) all notices received by Miller or any ERISA
Affiliate from a Multiemployer Plan sponsor concerning the
imposition or amount of withdrawal liability pursuant to Section
4202 of ERISA.  Miller will notify the Agent in writing within
five (5) Business Days of Miller or any ERISA Affiliate obtaining
knowledge or reason to know that Miller or any ERISA Affiliate
has filed or intends to file a notice of intent to terminate any
Pension Plan under a distress termination within the meaning of
Section 4041(c) of ERISA.  Notwithstanding anything in this
Section to the contrary, Miller and its Subsidiaries shall not be
required to give any notice specified herein unless it relates to
an event that could reasonably be expected to result in a
liability of $250,000 or more individually or when aggregated
with other similar events which would require notice under this
Section.

     8.18.     CONTINUED OPERATIONS.  Except as permitted under
Section 9.7 or Section 9.12, continue at all times to conduct its
business and engage principally in the same or complementary line
or lines of business substantially as heretofore conducted.

     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 Negative Pledge Agreement executed by each
          such Domestic Subsidiary substantially in the form of
          Exhibit I hereto;

               (iii)     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;

               (iv) 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,

                               65<PAGE>
          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; 

               (v)  an opinion of counsel to each such Domestic
          Subsidiary dated as of the date of delivery of the
          Guaranty 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, 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);

               (vi) 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

               (vii)     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

                               66<PAGE>
               (iii)     such other documents and agreements as
          may be reasonably requested by the Agent.

     8.20.     SUBSIDIARY SUPPORT OF PERMITTED INDEBTEDNESS.  So
long as not prohibited by law, Miller and each Subsidiary shall
cause each of their Subsidiaries to make cash payments, directly
or indirectly, to the Borrowers by way of dividends, advances,
repayments of loans or advances, or other returns on investments,
or by way of any other arrangement such that the Borrowers shall
have the ability to satisfy all interest and principal payments
required under the terms of this Agreement
 or any other Loan Document and under the terms of any other
Permitted Indebtedness.

     8.21.     OPINIONS OF FOREIGN COUNSEL. If requested by the
Agent, with respect to each Direct Foreign Subsidiary that
constitutes a Material Foreign Subsidiary at any time after the
date hereof, deliver to the Agent a written opinion of foreign
counsel in form and substance satisfactory to the Agent with
respect to each Loan Party which is party to any Loan Document.

     8.22.     POST-CLOSING COVENANTS.  On or before March 31,
1998, deliver to the Agent and the Lenders the following:

          (i)  any document or instrument required by Section
     6.1(a) of this Agreement which was not delivered on the date
     of execution hereof;

          (ii) with respect to CAS Properties, LLC, a Mississippi
     limited liability company wholly owned by Miller ("CAS"),
     (A) evidence satisfactory to the Agent that CAS has (x) sold
     its only asset (certain real property) and distributed the
     net proceeds thereof to a Guarantor or Borrower and, after
     giving effect to such sale and distribution, has no assets
     or (y) transferred all of its assets to a Guarantor or
     Borrower or (B) delivered to the Agent a Guaranty Agreement,
     Pledge Agreement and other Security Instruments and other
     items required by Section 8.19(a) as if CAS were a newly
     created Domestic Subsidiary and subject to such Section
     8.19(a);

          (iii)     with respect to Asper Realty Trust, a
     Massachusetts business trust wholly owned by Miller
     ("Asper"), deliver to the Agent a Guaranty Agreement, Pledge
     Agreement and other Security Instruments and other items
     requested by Section 8.19(a) as if Asper were a newly
     created Domestic Subsidiary and subject to such Section
     8.19(a);

          (iv) with respect to any Direct Foreign Subsidiary,
     deliver to the Agent the Pledge Agreement and Security
     Instruments and other items required by Section 8.19(b) as
     if such Foreign Subsidiary were a newly created Direct
     Foreign Subsidiary and subject to such Section 8.19(b).

          Until the requirements of this  Section 8.22(ii) and
     (iii) are satisfied, the Borrowers will not transfer any
     proceeds of the Loans to either CAS or Asper.

     8.23.     UNIFORM COMMERCIAL CODE FINANCING STATEMENTS. 
Within thirty (30) days following a request by the Agent after
(i) the occurrence of a Default or (ii) a determination by the

                               67<PAGE>
Agent that, in its reasonable judgment, the filing of Uniform
Commercial Code Financing Statements should be completed in order
to better perfect the lien of the Agent and Lenders on the
Collateral, the Borrowers will execute, and will cause each
Subsidiary which is a party to a Pledge Agreement to execute, and
deliver to Agent for filing such Uniform Commercial Code
Financing Statements as Agent may deem necessary to perfect any
liens on the Collateral.  The Borrowers will pay all filing fees,
taxes and other amounts which are payable to perfect the liens on
the Collateral by filing of such financing statements.


                              68

<PAGE>
                            ARTICLE IX

                        Negative Covenants
                        ------------------

     Until the Revolving Credit Termination Date, unless the
Required Lenders shall otherwise consent in writing, Miller will
not, nor will it permit any Subsidiary to:

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

          (a)  CONSOLIDATED TANGIBLE SHAREHOLDERS' EQUITY. Permit
     Consolidated Tangible Shareholders' Equity to be less than
     (i) $93,000,000 for the period from the Closing Date through
     January 30, 1998 and (ii) at the last day of each succeeding
     fiscal quarter of Miller (the "Step Up Date"), commencing
     with the fiscal quarter ending January 31, 1998, and until
     (but excluding) the last day of the next following fiscal
     quarter, the sum of (A) the amount of Consolidated Tangible
     Shareholders' Equity required to be maintained pursuant to
     this Section 9.1(a) as at the end of the immediately
     preceding Step Up Date, plus (B) fifty percent (50%) of
     Consolidated Net Income for the period beginning with the
     first day of such fiscal quarter of Miller and ending on the
     Step Up Date, plus (C) one hundred percent (100%) of the Net
     Proceeds of any Equity Offering.

          (b)  CONSOLIDATED FUNDED SENIOR INDEBTEDNESS TO
     CONSOLIDATED EBITDA.  Permit at any time the ratio of
     Consolidated Funded Senior Indebtedness to Consolidated
     EBITDA for the Four-Quarter Period most recently ended to be
     greater than 3.00 to 1.00.

          (c)  CONSOLIDATED FUNDED TOTAL INDEBTEDNESS TO
     CONSOLIDATED EBITDA.  Permit at any time the ratio of
     Consolidated Funded Total Indebtedness to Consolidated
     EBITDA for the Four-Quarter Period most recently ended to be
     greater than 3.50 to 1.00.

          (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 Fixed Charge Ratio
               Period                           Must Not Be Less Than
               ------                      -------------------------------

          Closing Date through and                    1.00 to 1.00
          including the day immediately
          prior to Fiscal Year End 1999

          Fiscal Year End 1999 through and
          including the day immediately
          prior to Fiscal Year End 2000               1.20 to 1.00

          Fiscal Year End 2000 and thereafter         1.25 to 1.00

                               69
<PAGE>
     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; provided, however, that Miller or any
Subsidiary may enter into any such agreement for, and effect, one
or more Permitted Acquisitions with respect to which the Cost of
Acquisition for such Permitted Acquisitions, in the aggregate,
does not exceed $50,000,000 in any Fiscal Year.

     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;

          (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;

                              70<PAGE>
          (g)   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; and

          (h)   Liens securing Indebtedness assumed in connection
     with an Acquisition  permitted by Section 9.2, provided that
     such Liens extend only to the assets acquired in such
     Acquisition.

     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 $23,925,858 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;

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

          (d)  purchase money Indebtedness and obligations under
     Capital Leases in an aggregate principal amount not to
     exceed $5,000,000 outstanding at any time;

          (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
     $2,000,000 outstanding at any time;

          (f)  the Guaranty permitted hereunder of Guarantors;

          (g)  Indebtedness assumed in connection with any
     Acquisition permitted under Section 9.2; and

          (h)  Indebtedness other than permitted in clauses (a) -
     (g) above in an aggregate principal amount not to exceed
     $5,000,000 outstanding at any time.

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

                               71
<PAGE>
          (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 $2,000,000 in any Fiscal Year.

     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)  any Person acquired in or formed solely for the
     purpose of effecting an Acquisition permitted by Section
     9.2;

          (b)  Eligible Securities;

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

          (d)  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;

          (e)  investments in Miller Towing or in Guarantors;

          (f)  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 $1,000,000; and

          (g)  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.

     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, (ii) any Foreign Subsidiary may
merge into or transfer all or substantially all of its assets to

                               72<PAGE>
or consolidate with Miller or any other Subsidiary, and (iii) in
order to consummate an Acquisition permitted by Section 9.2, any
other Person may merge into or consolidate with Miller or any
wholly-owned Subsidiary and any Subsidiary may merge into or
consolidate with any other Person; provided further, that any
resulting or surviving entity of such a Permitted Acquisition
shall execute and deliver such agreements and other documents,
including a Guaranty if applicable, and take such other action as
the Agent may require to evidence or confirm its express
assumption of the obligations and liabilities of its predecessor
entities under the Loan Documents.

     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, provided, that, if prior to and immediately
after giving effect thereto no Default or Event of Default shall
exist, Miller may make Restricted Payments during each Fiscal
Year beginning with the 1998 Fiscal Year, in an aggregate amount
not to exceed $3,000,000.

     9.9. TRANSACTIONS WITH AFFILIATES.  Other than transactions
permitted under Sections 9.5, 9.6, 9.7 and 9.8, enter into any
transaction after the Closing Date, including, without
limitation, the purchase, sale, lease or exchange of property,
real or personal, or the rendering of any service, with any
Affiliate of Miller, except (a) that the Borrowers may make the
benefits of all Loans or Letters of Credit available to any or
all of the Guarantors, (b) that the Borrowers may make the
benefits of Loans or Letters of Credit in an aggregate amount not
exceeding $2,000,000 in any Fiscal Year available to any Foreign
Subsidiary, (c) that such Persons may render services to Miller
or its Subsidiaries for compensation at the same rates generally
paid by Persons engaged in the same or similar businesses for the
same or similar services, (d) that Miller or any Subsidiary may
render services to such Persons for compensation at the same
rates generally charged by Miller or such Subsidiary and (e) in
either case in the ordinary course of business and pursuant to
the reasonable requirements of Miller's (or any Subsidiary's)
business consistent with past practice of Miller and its
Subsidiaries and upon fair and reasonable terms no less favorable
to Miller (or any Subsidiary) than would be obtained in a
comparable arm's-length transaction with a Person not an
Affiliate.

     9.10. COMPLIANCE WITH ERISA, THE CODE AND FOREIGN
BENEFIT LAWS.  With respect to any Pension Plan, Employee Benefit
Plan or Multiemployer Plan:

          (a)  permit the occurrence of any Termination Event
     which would result in a liability on the part of Miller, any
     ERISA Affiliate, or any Subsidiary to the PBGC or any
     Governmental Authority, except for any Termination Event
     which could not reasonably be expected to result in a
     liability of $250,000 or more individually or when
     aggregated with other such Termination Events; or

          (b)  permit the present value of all benefit
     liabilities under all Employee Benefit Plans to exceed the
     current value of the assets of such  Employee Benefit Plans
     allocable to such benefit liabilities in an amount in excess
     of $250,000; or

          (c)  permit any accumulated funding deficiency (as
     defined in Section 302 of ERISA and Section 412 of the Code)
     with respect to any Pension Plan, whether or not waived,
     except for any deficiency which could not reasonably be
     expected to result in a liability of $250,000 or more

                              73<PAGE>
     individually or when aggregated with any other such
     deficiency under such Pension Plan or any other Pension
     Plan; or

          (d)  fail to make any contribution or payment to any
     Multiemployer Plan which Miller or any ERISA Affiliate may
     be required to make under any agreement relating to such
     Multiemployer Plan, or any law pertaining thereto, except
     for any such contribution or payment which individually or
     when aggregated with any other such failed contributions or
     payments does not exceed $250,000; or

          (e)  engage, or permit Miller or any ERISA Affiliate to
     engage, in any prohibited transaction under Section 406 of
     ERISA or Sections 4975 of the Code for which a material
     civil penalty pursuant to Section 502(I) of ERISA or a
     material tax pursuant to Section 4975 of the Code may be
     imposed; or

          (f)  permit the establishment of any Employee Benefit
     Plan providing post-retirement welfare benefits or establish
     or amend any Employee Benefit Plan which establishment or
     amendment could result in material liability to Miller or
     any ERISA Affiliate or any Subsidiary or materially increase
     the obligation of Miller or any ERISA Affiliate or any
     Subsidiary to a Multiemployer Plan; or

          (g)  fail, or permit Miller or any ERISA Affiliate or
     any Subsidiary to fail, to establish, maintain and operate
     each Employee Benefit Plan in compliance in all material
     respects with the provisions of ERISA, the Code, all
     applicable Foreign Benefit Laws and all other applicable
     laws and the regulations and interpretations thereof.

     9.11.     ACCOUNTING CHANGES.  Change its Fiscal Year (other
than a change to a calendar year fiscal year) or make any change
in its accounting treatment and reporting practices except as
required by GAAP.

     9.12.     DISSOLUTION, ETC.  Wind up, liquidate or dissolve
(voluntarily or involuntarily) or commence or suffer any
proceedings seeking any such winding up, liquidation or
dissolution, except in connection with a transaction permitted
pursuant to Section 9.7.

     9.13.     LIMITATIONS ON SALES AND LEASEBACKS.  Enter into
any arrangement with any Person providing for the leasing by
Miller or any Subsidiary of real or personal property, whether
now owned or hereafter acquired in a related transaction or
series of related transactions, which has been or is to be sold
or transferred by Miller or any Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental
obligations of Miller or any Subsidiary; provided that the
foregoing shall not prohibit continuation by Miller of its
obligations under the Bank America Lease Transaction and the
existence of additional Off Balance Sheet Liabilities permitted
under Section 9.4(h).

                              74<PAGE>
     9.14.     CHANGE IN CONTROL.  Cause, suffer or permit to
exist or occur any Change of Control.

     9.15.     LIMITATION ON GUARANTIES.  Enter into or cause,
suffer or permit to exist any obligations of Miller or any
Subsidiary directly or indirectly guaranteeing, or in effect
guaranteeing, any Indebtedness or other obligation of any other
Person, except (i) as permitted in Section 9.4 and (ii) the
endorsement of instruments for deposit or collection in the
ordinary course of business.

     9.16.      NEGATIVE PLEDGE CLAUSES. Enter into or cause,
suffer or permit to exist any agreement with any Person other
than the Agent and the Lenders pursuant to this Agreement or any
other Loan Documents which prohibits or limits the ability of any
of Miller or any Subsidiary to create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, in favor of the Agent
and the Lenders under the Loan Documents; provided that Miller
and any Subsidiary may enter into such an agreement in connection
with, and limited solely to,  property acquired with the proceeds
of purchase money Indebtedness, the Bank America Lease
Transaction, Capital Leases or operating leases permitted
hereunder.

     9.17.     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 other
than (i) prepayments of Indebtedness  (other than Indebtedness
subordinated to Indebtedness to the Lenders) that has been
assumed by Miller or  a Subsidiary in connection with a Permitted
Acquisition, (ii) prepayment of up to $20,000,000 in Indebtedness
(other than Indebtedness subordinated to Indebtedness to the
Lenders) shown on Schedule 7.6 and (iii) or prepayments of other
Indebtedness (other than Indebtedness subordinated to
Indebtedness to the Lenders) in an amount not to exceed
$5,000,000; or

     (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.

     9.18.     RESTRICTIVE AGREEMENTS.  Enter into or cause,
suffer or permit to exist any agreement with any other Person
(other than the Agent and the Lenders pursuant to this Agreement
or any other Loan Document) which prohibits, limits or restricts
the ability of any Subsidiary to make any payments, directly or
indirectly, to the Borrowers by way of dividends, advances,
repayments of loans or advances, or other returns on investments,
or any other agreement or arrangement which restricts the ability
of any such Subsidiary to make any payment, directly or
indirectly, to the Borrowers.

                              75
<PAGE>
                            ARTICLE X

               Events of Default and Acceleration 
               ----------------------------------

     10.1.     EVENTS OF DEFAULT.  If any one or more of the
following events (herein called "Events of Default") shall occur
for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or
regulation of any Governmental Authority), that is to say:

          (a)  if default shall be made in the due and punctual
     payment of the principal of any Loan, Swing Line Loan,
     Reimbursement Obligation or other Obligation, when and as
     the same shall be due and payable whether pursuant to any
     provision of Article II or Article III, at maturity, by
     acceleration or otherwise; or

          (b)  if default shall be made in the due and punctual
     payment of any amount of interest on any Loan, Swing Line
     Loan, Reimbursement Obligation or other Obligation or of any
     fees or other amounts payable to any of the Lenders or the
     Agent on the date on which the same shall be due and payable
     and such default shall continue for 5 days following the
     date such payment is due; or

          (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 or Article IX; or

          (d)  if a default shall be made in the performance or
     observance of, or shall occur under, any covenant, agreement
     or provision contained in this Agreement or the Notes (other
     than as described in clauses (a), (b) or (c) above) and such
     default shall continue for thirty (30) or more days after
     the earlier of receipt of notice of such default by the
     Authorized Representative from the Agent or an Authorized
     Representative of Miller actually becomes aware of such
     default, or if a default shall be made in the performance or
     observance of, or shall occur under, any covenant, agreement
     or provision contained in any of the other Loan Documents
     (beyond any applicable grace period, if any, contained
     therein) ( including without limitation failure of any
     Guarantor to pay the Agent all of the Guarantors'
     Obligations in accordance with, and as defined in, the
     Guaranty on the Business Day on which the Agent has demanded
     such payment in accordance with the terms of the Guaranty )
     or in any instrument or document evidencing or creating any
     obligation, guaranty, or Lien in favor of the Agent or any
     of the Lenders or delivered to the Agent or any of the
     Lenders in connection with or pursuant to this Agreement or
     any of the Obligations, or if any Loan Document ceases to be
     in full force and effect (other than by reason of any action
     by the Agent or any Lender), or if without the written
     consent of the Lenders, this Agreement or any other Loan
     Document shall be disaffirmed or shall terminate, be
     terminable or be terminated or become void or unenforceable
     for any reason whatsoever (other than in accordance with its
     terms in the absence of default or by reason of any action
     by the Lenders or the Agent); or

                               76
<PAGE>
          (e)  if there shall occur (i) a default, which is not
     waived, in the payment of any principal, interest, premium
     or other amount with respect to any Indebtedness or Rate
     Hedging Obligation (other than the Loans and other
     Obligations) of Miller or any Subsidiary in an amount not
     less than $500,000 in the aggregate outstanding, or (ii) a
     default, which is not waived, in the performance, observance
     or fulfillment of any term or covenant contained in any
     agreement or instrument under or pursuant to which any such
     Indebtedness or Rate Hedging Obligation referred to in
     clause (i) may have been issued, created, assumed,
     guaranteed or secured by Miller or any Subsidiary, or (iii)
     any other event of default as specified in any agreement or
     instrument under or pursuant to which any such Indebtedness
     or Rate Hedging Obligation may have been issued, created,
     assumed, guaranteed or secured by Miller or any Subsidiary,
     and any such default or event of default specified in
     clauses (i), (ii) or (iii) shall continue for more than the
     period of grace, if any, therein specified, or such default
     or event of default shall permit (or, with the giving of
     notice of lapse of time or both, would permit) the holder of
     any such Indebtedness or Rate Hedging Obligation (or any
     agent or trustee acting on behalf of one or more holders) to
     accelerate the maturity thereof; or

          (f)  if any representation, warranty or other statement
     of fact contained in any Loan Document or in any writing,
     certificate, report or statement at any time furnished to
     the Agent or any Lender by or on behalf of Miller or any
     other Loan Party pursuant to or in connection with any Loan
     Document, or otherwise, shall be false or misleading in any
     material respect when given; or

          (g)  if Miller or any Subsidiary shall be unable to pay
     its debts generally as they become due; file a petition to
     take advantage of any insolvency statute; make an assignment
     for the benefit of its creditors; commence a proceeding for
     the appointment of a receiver, trustee, liquidator or
     conservator of itself or of the whole or any substantial
     part of its property; file a petition or answer seeking
     liquidation, reorganization or arrangement or similar relief
     under the federal bankruptcy laws or any other applicable
     law or statute; or

          (h)  if a court of competent jurisdiction shall enter
     an order, judgment or decree appointing a custodian,
     receiver, trustee, liquidator or conservator of Miller or
     any Subsidiary or other Loan Party or of the whole or any
     substantial part of its properties and such order, judgment
     or decree continues unstayed and in effect for a period of
     sixty (60) days, or approve a petition filed against Miller
     or any Subsidiary or other Loan Party seeking liquidation,
     reorganization or arrangement or similar relief under the
     federal bankruptcy laws or any other applicable law or
     statute of the United States of America or any state, which
     petition is not dismissed within sixty (60) days; or if,
     under the provisions of any other law for the relief or aid
     of debtors, a court of competent jurisdiction shall assume
     custody or control of Miller or any Subsidiary or other Loan
     Party or of the whole or any substantial part of its
     properties, which control is not relinquished within sixty
     (60) days; or if there is commenced against Miller or any
     Subsidiary or any other Loan Party any proceeding or

                              77<PAGE>
     petition seeking reorganization, arrangement or similar
     relief under the federal bankruptcy laws or any other
     applicable law or statute of the United States of America or
     any state which proceeding or petition remains undismissed
     for a period of sixty (60) days; or if Miller or any
     Subsidiary or any other Loan Party takes any action to
     indicate its consent to or approval of any such proceeding
     or petition; or

          (i)  if (i) one or more judgments or orders for the
     payment of money where the amount not covered by insurance
     (or the amount as to which the insurer is found not to be
     liable for) is in excess of $250,000 is rendered against
     Miller or any Subsidiary, or (ii) there is any attachment,
     injunction or execution against any of Miller's or
     Subsidiaries' properties for any amount in excess of
     $250,000 in the aggregate; and such judgment, attachment,
     injunction or execution remains unpaid, unstayed,
     undischarged, unbonded or undismissed for a period of thirty
     (30) days; or

          (j)  if Miller or any Subsidiary shall, other than in
     the ordinary course of business (as determined by past
     practices) or except as permitted by Section 9.7, suspend
     all or any part of its operations material to the conduct of
     the business of Miller or such Subsidiary for a period of
     more than sixty (60) days; or

          (k)  any actual or asserted invalidity (other than by
     the Agent or Lenders) of the Loan Documents shall occur; or

          (l)  if there shall occur any Termination Event which
     could reasonably be expected to result in a liability of
     $250,000 or more for Miller or any Subsidiary; or

          (m)  there shall occur any Change in Control; 

then, and in any such event and at any time thereafter, if such
Event of Default or any other Event of Default shall be
continuing and shall have not been waived,

               (A)  either or both of the following actions may
          be taken:  (i) the Agent, with the consent of the
          Required Lenders, may, and at the direction of the
          Required Lenders shall, declare any obligation of the
          Lenders, the Swing Line Lender and the Issuing Bank to
          make further Loans and Swing Line Loans or to issue
          additional Letters of Credit terminated, whereupon the
          obligation of each Lender to make further Loans, of the
          Swing Line Lender to make further Swing Line Loans and
          of the Issuing Bank to issue additional Letters of
          Credit, hereunder shall terminate immediately, and
          (ii) the Agent shall at the direction of the Required
          Lenders, at their option, declare by notice to the
          Borrowers any or all of the Obligations to be
          immediately due and payable, and the same, including
          all interest accrued thereon and all other obligations
          of the Borrowers to the Agent and the Lenders, shall
          forthwith become immediately due and payable without
          presentment, demand, protest, notice or other formality
          of any kind, all of which are hereby expressly waived,
          anything contained herein or in any instrument
          evidencing the Obligations to the contrary notwith-

                               78<PAGE>
          standing; provided, however, that notwithstanding the
          above, if there shall occur an Event of Default under
          clause (g) or (h) above, then the obligation of the
          Lenders to make Loans, of the Swing Line Lender to make
          Swing Line Loans and of the Issuing Bank to issue
          Letters of Credit hereunder shall automatically
          terminate and any and all of the Obligations shall be
          immediately due and payable without the necessity of
          any action by the Agent or the Required Lenders or
          notice by or to the Agent or the Lenders;

               (B)  the Borrowers shall, upon demand of the
          Agent, the Issuing Bank or the Required Lenders,
          deposit cash with the Agent in an amount equal to the
          amount of any Letter of Credit Outstandings, as
          collateral security for the repayment of any future
          drawings or payments under such Letters of Credit, and
          such amounts shall be held by the Agent pursuant to the
          terms of the LC Account Agreement; and 

               (C)  the Agent and each of the Lenders shall have
          all of the rights and remedies available under the Loan
          Documents or under any applicable law.

     10.2.     AGENT TO ACT.  In case any one or more Events of
Default shall occur and not have been waived or cured, the Agent
may, and at the direction of the Required Lenders shall, proceed
to protect and enforce their rights or remedies either by suit in
equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision
contained herein or in any other Loan Document, or to enforce the
payment of the Obligations or any other legal or equitable right
or remedy.

     10.3.     CUMULATIVE RIGHTS.  No right or remedy herein
conferred upon the Lenders or the Agent is intended to be
exclusive of any other rights or remedies contained herein or in
any other Loan Document, and every such right or remedy shall be
cumulative and shall be in addition to every other such right or
remedy contained herein and therein or now or hereafter existing
at law or in equity or by statute, or otherwise.

     10.4.     NO WAIVER.  No course of dealing between the
Borrowers and any Lender, the Swing Line Lender, the Issuing Bank
or the Agent or any failure or delay on the part of any Lender,
the Swing Line Lender, the Issuing Bank or the Agent in
exercising any rights or remedies under any Loan Document or
otherwise available to it shall operate as a waiver of any rights
or remedies and no single or partial exercise of any rights or
remedies shall operate as a waiver or preclude the exercise of
any other rights or remedies hereunder or of the same right or
remedy on a future occasion.

     10.5.     ALLOCATION OF PROCEEDS.  If an Event of Default
has occurred and not been waived, and the maturity of the Notes
has been accelerated pursuant to Article X hereof, all payments
received by the Agent hereunder, in respect of any principal of
or interest on the Obligations or any other amounts payable by
the Borrowers hereunder, shall be applied by the Agent in the
following order:

          (a)  amounts due to the Lenders (including the Issuing
     Bank) pursuant to Sections 2.10, 3.3 and 12.5;

          (b)  amounts due to the Agent pursuant to Sections 2.15
     and 11.8;

                               79<PAGE>
          (c)  payments of interest on Loans, Swing Line Loans
     and Reimbursement Obligations, to be applied for the ratable
     benefit of the Lenders (with amounts payable in respect of
     Swing Line Outstandings being included in such calculation
     and paid to the Swing Line Lender);

          (d)  payments of principal of Loans, Swing Line Loans
     and Reimbursement Obligations, to be applied for the ratable
     benefit of the Lenders (with amounts payable in respect of
     Swing Line Outstandings being included in such calculation
     and paid to the Swing Line Lender);

          (e)  payments of cash amounts to the Agent in respect
     of outstanding Letters of Credit pursuant to Section
     10.1(B);

          (f)  amounts due to the Lenders pursuant to Sections
     3.2(g), 8.15 and 12.9;

          (g)  payments of all other Obligations due under any of
     the Loan Documents, if any, to be applied for the ratable
     benefit of the Lenders;

          (h)  amounts due to any of the Lenders in respect of
     Obligations consisting of liabilities under any Swap
     Agreement with any of the Lenders on a pro rata basis
     according to the amounts owed; and

          (i)  any surplus remaining after application as
     provided for herein, to the Borrowers or otherwise as may be
     required by applicable law.

     10.6.     JUDGMENT CURRENCY.  The Borrowers, the Agent and
each Lender hereby agree that if, in the event that a judgment is
given in relation to any sum due to the Agent or any Lender
hereunder, such judgment is given in a currency (the "Judgment
Currency") other than that in which such sum was originally
denominated (the "Original Currency"), the Borrowers agree to
indemnify the Agent or such Lender, as the case may be, to the
extent that the amount of the Original Currency which could have
been purchased by the Agent in accordance with normal banking
procedures on the Business Day following receipt of such sum is
less than the sum which could have been so purchased by the Agent
had such purchase been made on the day on which such judgment was
given or, if such day is not a Business Day, on the Business Day
immediately preceding the giving of such judgment, and if the
amount so purchased exceeds the amount which could have been so
purchased by the Agent had such purchase been made on the day on
which such judgment was given or, if such day is not a Business
Day, on the Business Day immediately preceding such judgment, the
Agent or the applicable Lenders agrees to remit such excess to
the Borrowers.  The agreements in this Section shall survive
payment of all Obligations. 


                               80
<PAGE>
                            ARTICLE XI

                            The Agent
                            ---------

     11.1.     APPOINTMENT, POWERS, AND IMMUNITIES.  Each Lender,
the Swing Line Lender and the Issuing Bank hereby irrevocably
appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents with such powers and
discretion as are specifically delegated to the Agent by the
terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto.  The
Agent (which term as used in this sentence and in Section 11.5
and the first sentence of Section 11.6 hereof shall include its
affiliates and its own and its affiliates' officers, directors,
employees, and agents):  (a) shall not have any duties or
responsibilities except those expressly set forth in this
Agreement and shall not be a trustee or fiduciary for any Lender,
the Swing Line Lender or the Issuing Bank; (b) shall not be
responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made in or
in connection with any Loan Document or any certificate or other
document referred to or provided for in, or received by any of
them under, any Loan Document, or for the value, validity,
effectiveness, genuineness, enforceability, or sufficiency of any
Loan Document, or any other document referred to or provided for
therein or for any failure by any Loan Party or any other Person
to perform any of its obligations thereunder; (c) shall not be
responsible for or have any duty to ascertain, inquire into, or
verify the performance or observance of any covenants or
agreements by any Loan Party or the satisfaction of any condition
or to inspect the property (including the books and records) of
any Loan Party or any of its Subsidiaries or affiliates; (d)
shall not be required to initiate or conduct any litigation or
collection proceedings under any Loan Document; and (e) shall not
be responsible to any Lender for any action taken or omitted to
be taken by it under or in connection with any Loan Document,
except for its own gross negligence or willful misconduct.  The
Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents
or attorneys-in-fact selected by it with reasonable care.  Each
Lender hereby irrevocably designates and appoints NationsBank as
the Agent for the Lenders under this Agreement, and each of the
Lenders hereby irrevocably authorizes NationsBank as the Agent
for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to
exercise such powers as are expressly delegated to the Agent by
the terms of this Agreement and such other Loan Documents,
together with such other powers as are reasonably incidental
thereto.  The Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any of the Lenders, and no implied
covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Agent. 

     11.2.     RELIANCE BY AGENT.  The Agent shall be entitled to
rely upon any certification, notice, instrument, writing or other
communication (including, without limitation, any thereof by
telephone or telefacsimile) believed by it to be genuine and
correct and to have been signed, sent or made by or on behalf of
the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel for any Loan Party), independent
accountants and other experts selected by the Agent.  The Agent
may deem and treat the payee of any Note as the holder thereof
for all purposes hereof unless and until the Agent receives and
accepts an Assignment and Acceptance executed in accordance with
Section 12.1 hereof.  As to any matters not expressly provided
for by this Agreement, the Agent shall not be required to
exercise any discretion or take any action, but shall be required

                              81<PAGE>
to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the  instructions of
the Required Lenders, and such instructions shall be binding on
all of the Lenders; provided, however, that the Agent shall not
be required to take any action that exposes the Agent to personal
liability or that is contrary to any Loan Document or applicable
law unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may
be incurred by it by reason of taking any such action.

     11.3.     DEFAULTS.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Event of
Default unless the Agent has received written notice from a
Lender or the Borrowers specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". 
In the event that the Agent receives such a notice of the
occurrence of a Default or Event of Default, the Agent shall give
prompt notice thereof to the Lenders.  The Agent shall (subject
to Section 11.2 hereof) take such action with respect to such
Default or Event of Default as shall reasonably be directed by
the Required Lenders, provided that, unless and until the Agent
shall have received such directions, the Agent may (but shall not
be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interest of the Lenders.

     11.4.     RIGHTS AS LENDER.  With respect to its Revolving
Credit Commitment and the Loans made by it, NationsBank (and any
successor acting as Agent) in its capacity as a Lender hereunder
shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as
the Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Agent in its individual
capacity.  NationsBank (and any successor acting as Agent) and
its affiliates may (without having to account therefor to any
Lender) accept deposits from, lend money to, make investments in,
provide services to, and generally engage in any kind of lending,
trust or other business with any Loan Party or any of its
Subsidiaries or affiliates as if it were not acting as Agent, and
NationsBank (and any successor acting as Agent) and its
affiliates may accept fees and other consideration from any Loan
Party or any of its Subsidiaries or affiliates for services in
connection with this Agreement or otherwise without having to
account for the same to the Lenders.

     11.5.     INDEMNIFICATION.  The Lenders agree to indemnify
the Agent (to the extent not reimbursed under Section 12.9
hereof, but without limiting the obligations of the Borrowers
under such Section) ratably in accordance with their respective
Revolving Credit Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including attorneys' fees), or
disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Agent (including
by any Lender) in any way relating to or arising out of any Loan
Document or the transactions contemplated thereby or any action
taken or omitted by the Agent under any Loan Document; provided

                              82<PAGE>
that no Lender shall be liable for any of the foregoing to the
extent they arise from the gross negligence or willful misconduct
of the Person to be indemnified.  Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any costs or expenses
payable by the Borrowers under Section 12.5, to the extent that
the Agent is not promptly reimbursed for such costs and expenses
by the Borrowers.  The agreements contained in this Section shall
survive payment in full of the Loans and all other amounts
payable under this Agreement.

     11.6.     NON-RELIANCE ON AGENT AND OTHER LENDERS.  Each
Lender agrees that it has, independently and without reliance on
the Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit
analysis of the Loan Parties and their Subsidiaries and decision
to enter into this Agreement and that it will, independently and
without reliance upon the Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at
the time, continue to make its own analysis and decisions in
taking or not taking action under the Loan Documents.  Except for
notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Agent hereunder,
the Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the
affairs, financial condition or business of any Loan Party or any
of its Subsidiaries or affiliates that may come into the
possession of the Agent or any of its affiliates.

     11.7.     RESIGNATION OF AGENT.  The Agent may resign at any
time by giving notice thereof to the Lenders and the Borrowers. 
Upon any such resignation, the Required Lenders shall have the
right to appoint a successor Agent meeting the requirements set
forth herein.  The Borrowers shall have the right to approve such
Agent so long as no Default or Event of Default exist.  If no
successor Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent which shall be a commercial
bank organized under the laws of the United States of America
having combined capital and surplus of at least $500,000,000. 
Upon the acceptance of any appointment as Agent hereunder by a
successor, such successor shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and
duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder.  After any
retiring Agent's  resignation hereunder as Agent, the provisions
of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while
it was acting as Agent.

     11.8.     FEES.     The Borrowers agree to pay to the Agent,
for its individual account, an Agent's fee as from time to time
agreed to by the Borrowers and Agent in writing.


                               83

<PAGE>
                           ARTICLE XII

                          Miscellaneous
                          -------------

     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 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 such Lender's Revolving Credit 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 Revolving Credit Facility and Letter of
Credit Facility and the Note; 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
Note 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.

     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 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

                              84<PAGE>
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 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 Note 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 Note, extending any
scheduled principal payment date or date fixed for the payment of
interest on such Loans or Note, or extending its Revolving Credit
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 Note to any Federal Reserve Bank
as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal 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.

     12.2.     NOTICES.  Any notice shall be conclusively deemed
to have been received by any party hereto and be effective (i) on
the day on which delivered (including hand delivery by commercial
courier service) to such party (against receipt therefor), (ii)
on the date of receipt at such address, telefacsimile number or
telex number as may from time to time be specified by such party

                              85<PAGE>
in written notice to the other parties hereto or otherwise
received), in the case of notice by telegram or telefacsimile,
respectively (where the receipt of such message is verified by
return), or (iii) on the fifth Business Day after the day on
which mailed, if sent prepaid by certified or registered mail,
return receipt requested, in each case delivered, transmitted or
mailed, as the case may be, to the address or telefacsimile
number, as appropriate, set forth below or such other address or
number as such party shall specify by notice hereunder:

          (a)  if to the Borrowers or any Guarantor:

               Miller Industries, Inc.
               8503 Hilltop Drive
               Ooltewah, Tennessee  37363
               Attention:     Chief Financial Officer
               Telephone:     (423) 238-4171 
               Telefacsimile: (423) 238-6874

          (b)  if to the Agent:

               NationsBank of Tennessee, National Association
               Independence Center, 15th Floor
               NC1-001-15-04
               Charlotte, North Carolina 28255
               Attention:     Agency Services
               Telephone:     (704) 388-6482
               Telefacsimile: (704) 388-9436

               with a copy to:

               NationsBank of Tennessee, National Association
               633 Chestnut Street 
               Chattanooga, Tennessee 37450-004
               Attention:     Commercial Banking
               Telephone:     (423) 755-0663
               Telefacsimile: (423) 755-0689; and

          (c)  if to the Lenders:

               At the addresses set forth on the signature pages
               hereof and on the signature page of each
               Assignment and Acceptance.

     12.3.     RIGHT OF SET-OFF; ADJUSTMENTS.  (a) Upon the
occurrence and during the continuance of any Event of Default,
each Lender (and each of its affiliates) is hereby authorized at
any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by such Lender (or any
of its affiliates) to or for the credit or the account of the
Borrowers against any and all of the obligations of the Borrowers
now or hereafter existing under this Agreement and the Note held

                              86<PAGE>
by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such Note and although
the payment of such obligations may not have been accelerated. 
Each Lender agrees promptly to notify the Borrowers after any
such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect
the validity of such set-off and application.  The rights of each
Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off)
that such Lender may have.

     (b)  If any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of the Loans owing to it, or
interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, or otherwise),
in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such benefitted
Lender shall purchase for cash from the other Lenders a
participation interest in such portion of each such other
Lender's Loans owing to it, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to
share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.  The
Borrowers agree that any Lender so purchasing a participation
from a Lender pursuant to this Section 12.3 may, to the fullest
extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such
participation as fully as if such Person were the direct creditor
of either of the Borrowers in the amount of such participation.

     12.4.     SURVIVAL.  All covenants, agreements,
representations and warranties made herein shall survive the
making by the Lenders of the Loans and by the Swing Line Lender
of the Swing Line Loans and the issuance of the Letters of Credit
and the execution and delivery to the Lenders of this Agreement
and the Notes and shall continue in full force and effect so long
as any of Obligations remain outstanding or any Lender has any
commitment hereunder or the Borrowers have continuing obligations
hereunder unless otherwise provided herein.  Whenever in this
Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and permitted
assigns of such party and all covenants, provisions and
agreements by or on behalf of the Borrowers which are contained
in the Loan Documents shall inure to the benefit of the
successors and permitted assigns of the Lenders or any of them.

     12.5.     EXPENSES.  The Borrowers agree to pay on demand
all reasonable costs and expenses of the Agent and NMS in
connection with the syndication, preparation, execution and
delivery of this Agreement, the other Loan Documents, and the
other documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of Smith Helms
Mulliss & Moore, L.L.P., counsel for the Agent, with respect

                              87<PAGE>
thereto and with respect to advising the Agent as to its rights
and responsibilities under the Loan Documents.  The Borrowers
further agree to pay on demand all reasonable costs and expenses
of the Agent, including, without limitation, the reasonable fees
and expenses of counsel for the Agent, in connection with any
future modification or amendment of this Agreement, the other
Loan Documents and the other documents delivered hereunder.  The
Borrowers further agree to pay on demand all reasonable costs and
expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable attorneys' fees and expenses and the cost
of internal counsel), in connection with the enforcement (whether
through negotiations, legal proceedings, or otherwise) of the
Loan Documents and the other documents to be delivered hereunder.

     12.6.     AMENDMENTS AND WAIVERS.  Any provision of this
Agreement or any other Loan Document may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed
by the Borrowers and the Required Lenders (and, if Article XI or
the rights or duties of the Agent are affected thereby, by the
Agent); provided that no such amendment or waiver shall, unless
signed by all the Lenders, (i) increase the Revolving Credit
Commitments of the Lenders, (ii) reduce the principal of or rate
of interest on any Loan or any fees or other amounts payable
hereunder, (iii) postpone any date fixed for the payment of any
scheduled installment of principal of or interest on any Loan or
any fees or other amounts payable hereunder or for termination of
any Revolving Credit Commitment, (iv) change the percentage of
the Revolving Credit Commitments or of the unpaid principal
amount of the Notes, or the number of Lenders, which shall be
required for the Lenders or any of them to take any action under
this Section or any other provision of this Agreement or (v)
release any Guarantor or Pledged Stock or any Liens upon or other
rights in all or any material portion of any other Collateral;
and provided, further, that no such amendment or waiver which
affects the rights, privileges, or obligations of the Issuing
Bank, as issuer of Letters of Credit, shall be effective unless
signed in writing by the Issuing Bank, or that affects the
rights, privileges or obligations of the Swing Line Lender, as
provider of Swing Line Loans, shall be effective unless signed in
writing by the Swing Line Lender.

     Notwithstanding any provision of the other Loan Documents to
the contrary, as between the Agent and the Lenders, execution by
the Agent shall not be deemed conclusive evidence that the Agent
has obtained the written consent of the Required Lenders.  No
notice to or demand on the Borrowers in any case shall entitle
the Borrowers to any other or further notice or demand in similar
or other circumstances, except as otherwise expressly provided
herein.  No delay or omission on any Lender's or the Agent's part
in exercising any right, remedy or option shall operate as a
waiver of such or any other right, remedy or option or of any
Default or Event of Default.

     12.7.     COUNTERPARTS.  This Agreement may be executed in
any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account
for more than one such fully-executed counterpart.

     12.8.     TERMINATION.  The termination of this Agreement
shall not affect any rights of the Borrowers, the Lenders or the
Agent or any obligation of the Borrowers, the Lenders or the
Agent, arising prior to the effective date of such termination,
and the provisions hereof shall continue to be fully operative
until all transactions entered into or rights created or
obligations incurred prior to such termination have been fully
disposed of, concluded or liquidated and the Obligations arising
prior to or after such termination have been irrevocably paid in
full.  The rights granted to the Agent for the benefit of the
Lenders under the Loan Documents shall continue in full force and
effect, notwithstanding the termination of this Agreement, until
all of the Obligations have been paid in full after the
termination hereof (other than Obligations in the nature of
continuing indemnities or expense reimbursement obligations not

                              88<PAGE>
yet due and payable, which shall continue) or the Borrowers have
furnished the Lenders and the Agent with an indemnification
satisfactory to the Agent and each Lender with respect thereto. 
All representations, warranties, covenants, waivers and
agreements contained herein shall survive termination hereof
until payment in full of the Obligations unless otherwise
provided herein.  Notwithstanding the foregoing, if after receipt
of any payment of all or any part of the Obligations, any Lender
is for any reason compelled to surrender such payment to any
Person because such payment is determined to be void or voidable
as a preference, impermissible setoff, a diversion of trust funds
or for any other reason, this Agreement shall continue in full
force and the Borrowers shall be liable to, and shall indemnify
and hold the Agent or such Lender harmless for, the amount of
such payment surrendered until the Agent or such Lender shall
have been finally and irrevocably paid in full.  The provisions
of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by
the Agent or the Lenders in reliance upon such payment, and any
such contrary action so taken shall be without prejudice to the
Agent or the Lenders' rights under this Agreement and shall be
deemed to have been conditioned upon such payment having become
final and irrevocable.

     12.9.     INDEMNIFICATION.  (a)    The Borrowers agree to
indemnify and hold harmless the Agent, the Issuing Bank, the
Swing Line Lender, NMS and each Lender and each of their
affiliates and their respective attorneys, officers, directors
and employees (each, an "Indemnified Party") from and against any
and all claims, damages, losses, liabilities, costs, and expenses
(including, without limitation, reasonable attorneys' fees) that
may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any
investigation, litigation, or proceeding or preparation of
defense in connection therewith) the Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of
the proceeds of the Loans, except to the extent such claim,
damage, loss, liability, cost, or expense is finally judicially
determined to have resulted from such Indemnified Party's gross
negligence or willful misconduct.  In the case of an
investigation, litigation or other proceeding to which the
indemnity in this Section 12.9(a) applies, such indemnity shall
be effective whether or not such investigation, litigation or
proceeding is brought by the Borrowers, its directors,
shareholders or creditors or an Indemnified Party or any other
Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are
consummated.  

     (b)  Without prejudice to the survival of any other
agreement of the Borrowers hereunder, the agreements and
obligations of the Borrowers contained in this Section 12.9 shall
survive the payment in full of the Loans and all other amounts
payable under this Agreement and the Notes.

     12.10.    SEVERABILITY.  If any provision of this Agreement
or the other Loan Documents shall be determined to be illegal or
invalid as to one or more of the parties hereto, then such
provision shall remain in effect with respect to all parties, if
any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain
effective and binding on the parties hereto.

     12.11.    ENTIRE AGREEMENT.  This Agreement, together with
the other Loan Documents, constitutes the entire agreement among
the parties with respect to the subject matter hereof and
supersedes all previous proposals, negotiations, representations,

                              89<PAGE>
commitments and other communications between or among the
parties, both oral and written, with respect thereto.

     12.12.    AGREEMENT CONTROLS.  In the event that any term of
any of the Loan Documents other than this Agreement conflicts
with any express term of this Agreement, the terms and provisions
of this Agreement shall control to the extent of such conflict.

     12.13.    USURY SAVINGS CLAUSE.  Notwithstanding any other
provision herein, the aggregate interest rate charged under any
of the Notes or other Loan Documents, including all charges or
fees in connection therewith deemed in the nature of interest
under applicable law shall not exceed the Highest Lawful Rate (as
such term is defined below).  If the rate of interest (determined
without regard to the preceding sentence) under this Agreement or
other Loan Documents at any time exceeds the Highest Lawful Rate,
the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would
have been due hereunder if the stated rates of interest set forth
in this Agreement or other Loan Documents had at all times been
in effect.  In addition, if when the Loans made hereunder are
repaid in full the total interest due hereunder (taking into
account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the
Borrowers shall pay to the Agent an amount equal to the
difference between the amount of interest paid and the amount of
interest which would have been paid if the Highest Lawful Rate
had at all times been in effect.  Notwithstanding the foregoing,
it is the intention of the Lenders and the Borrowers to conform
strictly to any applicable usury laws.  Accordingly, if any
Lender contracts for, charges, or receives any consideration
which constitutes interest in excess of the Highest Lawful Rate,
then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to
the Borrowers.  As used in this paragraph, the term "Highest
Lawful Rate" means the maximum lawful interest rate, if any, that
at any time or from time to time may be contracted for, charged,
or received under the laws applicable to such Lender which are
presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow
a higher maximum nonusurious interest rate than applicable laws
now allow.

     12.14.    GOVERNING LAW; WAIVER OF JURY TRIAL.

          (a)  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER
     THAN CERTAIN PLEDGE AGREEMENTS COVERING SHARES OF DIRECT
     FOREIGN SUBSIDIARIES) SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE
     TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
     STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY OUTSIDE
     SUCH STATE.  

          (b)  THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY
     AGREE AND CONSENT THAT ANY SUIT, ACTION OR PROCEEDING

                               90<PAGE>
     ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
     TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON,
     STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY
     OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF
     AMERICA, AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EACH OF THE BORROWERS EXPRESSLY WAIVES ANY
     OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
     VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
     PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, AND EACH OF THE BORROWERS HEREBY IRREVOCABLY
     SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
     ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c)  THE BORROWERS AGREE THAT SERVICE OF PROCESS MAY BE
     MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
     COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
     PREPAID) TO THE ADDRESS OF THE BORROWERS PROVIDED IN SECTION
     12.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER
     THE APPLICABLE LAWS IN EFFECT. 

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF
     SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY
     SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
     LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE THE
     BORROWERS OR ANY OF THE BORROWERS' PROPERTY OR ASSETS MAY BE
     FOUND OR LOCATED. 

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT
     OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
     DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
     CONNECTION THEREWITH, THE BORROWERS, THE AGENT AND THE
     LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
     BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
     WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
     SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.

     12.15.    PAYMENTS.  All principal, interest and other
amounts to be paid by the Borrowers under this Agreement and the
other Loan Documents shall be made to the Agent at the Principal
Office in Dollars and in immediately available funds, without
setoff, deduction or counterclaim.  Subject to the definition of
"Interest Period," whenever any payment under this Agreement or
any other Loan Document shall be stated to be due on a day that
is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time in such case
shall be included in the computation of interest and fees, as
applicable, and as the case may be.


                              91<PAGE>
     12.16.    SUBORDINATION. Until the Obligations are paid in
full and the Agent and the Lenders are under no further
obligation to lend or extend funds or credit which would
constitute Obligations, the Borrowers hereby unconditionally
subordinate all present and future debts, liabilities or
obligations of any Guarantor or any Subsidiary which is not a
Guarantor, as the case may be, to the Borrowers to the
Obligations, and all amounts due under such debts, liabilities,
or obligations shall, upon the occurrence and during the
continuance of an Event of Default, be collected for and upon
request of Agent paid over forthwith to the Agent, for the
benefit of the Lenders, on account of the Obligations and,
pending such payment, shall be held by the Borrowers as agent and
bailee of the Agent and the Lenders separate and apart from all
other funds, property and accounts of the Borrowers.  The
Borrowers shall execute such further documents in favor of the
Agent, for the benefit of the Lenders, to further evidence and
support the purpose of this Section 12.16. The Borrowers hereby
irrevocably waive and release any right or rights of subrogation
or contribution existing at law, by contract or otherwise to
recover all or any portion of any payment made hereunder from any
Guarantor unless and until the Obligations are paid in full and
the Agent and the Lenders are under no further obligation to lend
or extend further credit which would constitute Obligations.

     12.17.    JOINT AND SEVERAL OBLIGATIONS.  All Loans and
Advances by the Lenders, all Swing Line Loans by the Swing Line
Lender and all Letters of Credit issued by the Issuing Bank to
Borrowers under this Agreement and the Obligations shall
constitute one joint and several general obligation of each of
the Borrowers.  The Agent will maintain a single loan account for
Advances to the Borrowers, and each Borrower shall be jointly and
severally liable to the Lenders for all Obligations hereunder,
regardless of whether such Obligations arise as a result of
Advances to such Borrower, it being stipulated and agreed that
Advances hereunder to any Borrower inure to the benefit of each
of the Borrowers, and that the Lenders are relying on the joint
and several liability of the Borrowers in extending credit
hereunder.  Each Borrower agrees that the joint and several
liability of the Borrowers shall not be impaired or affected by
any modification, supplement, extension or amendment of any
contract or agreement to which the parties thereto may hereafter
agree, nor by any delay, extension of time, renewal, compromise
or other indulgence granted by the Lenders or the Issuing Bank
with respect to any of the Obligations, nor by any other
agreements or arrangements whatever with the Borrowers, each
Borrower hereby waiving all notice of any such delay, extension,
release, substitution, renewal, compromise or other indulgence,
and hereby consenting to be bound thereby as fully and
effectually as if it had expressly agreed thereto in advance. 
The liability of each Borrower hereunder is direct and
unconditional as to all of the Obligations hereunder, and may be
enforced without requiring the Lenders or the Issuing Bank first
to resort to any other right, remedy or security; neither
Borrower shall have any right of subrogation, reimbursement or
indemnity whatsoever, nor any right of recourse to security for
any of the Obligations hereunder, unless and until all of said
Obligations have been paid in full; nothing shall discharge or
satisfy the liability of either Borrower hereunder except the
full payment and performance of all of the Obligations; any and
all present and future debts and obligations of each Borrower to

                              92<PAGE>
the other Borrower are hereby waived and postponed in favor of
and subordinated to the full payment and performance of all
present and future obligations of the Borrowers to the Lenders
and the Issuing Bank


                 [Signatures on following pages]

                               93
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be made, executed and delivered by their duly
authorized officers as of the day and year first above written.

                              MILLER INDUSTRIES, INC.


                              By: /s/ Jeffrey I. Badgley
                              Name: Jeffrey I. Badgley
                              Title: President & CEO



                              MILLER INDUSTRIES TOWING
                              EQUIPMENT INC.


                              By: /s/ Adam Dunayer
                              Name: Adam Dunayer
                              Title: Vice President



                              NATIONSBANK OF TENNESSEE, NATIONAL
                              ASSOCIATION, as Agent for the Lenders


                              By: /s/ Gregory E. Merriman
                              Name: Gregory E. Merriman
                              Title: Commercial Banking Officer







                                     Signature Page 1 of 5<PAGE>
                              NATIONSBANK OF TENNESSEE, 
                                   NATIONAL ASSOCIATION


                              By: /s/ Gregory E. Merriman
                              Name: Gregory E. Merriman
                              Title: Commercial Banking Officer

                              Lending Office:
                                   NationsBank, National Association
                                   Independence Center, 15th Floor
                                   NC1-001-15-04
                                   Charlotte, North Carolina 28255
                                   Attention: Agency Services
                                   Telephone: ________________
                                   Telefacsimile: ______________

                              Wire Transfer Instructions:
                                   NationsBank, National
                                   Association
                                   ABA # ______________________
                                   Account No.: _________________
                                   Reference: ___________________
                                   Attention: ____________________


                                     Signature Page 2 of 5<PAGE>
                              BANK OF AMERICA, FSB


                              By: /s/ Howard Kim
                              Name: Howard Kim
                              Title: Vice President

                              Lending Office:
                                   Bank of America
                                   1230 Peachtree Street
                                   Suite 3600
                                   Atlanta, Georgia  30309
                                   Attention: Howard Kim
                                   Telephone: (404) 815-5926
                                   Telefacsimile: (404) 815-5919

                              Wire Transfer Instructions:
                                   Bank of America, NTSA
                                   ABA # 12100358
                                   Account No.: 15919 84033
                                   Reference: Miller Industries,
                                   Inc.
                                   Attention: Mary Nelson




                                     Signature Page 3 of 5<PAGE>
                              WACHOVIA BANK, N.A.


                              By: /s/ John B. Tibe
                              Name: John B. Tibe
                              Title: Assistant Vice President

                              Lending Office:
                                   Wachovia Bank, N.A.
                                   191 Peachtree Street, N.E.
                                   29th Floor
                                   Atlanta, Georgia  30303
                                   Attention: John B. Tibe
                                   Telephone: (404) 332-1040
                                   Telefacsimile: (404) 332-5016

                              Wire Transfer Instructions:
                                   Wachovia Bank, N.A.
                                   ABA # 061000010
                                   Account No.: 18-800-621
                                   Reference: ___________________
                                   Attention: Adrienne
                                   Durham/Karen Matthews






                                     Signature Page 4 of 5<PAGE>
                              FIRST AMERICAN NATIONAL BANK


                              By:  /s/ Mary E. Buckner
                              Name: Mary E. Buckner
                              Title: Vice President

                              Lending Office:
                                   First American National Bank
                                   1 Union Square, Suite 100
                                   Chattanooga, Tennessee  37402
                                   Attention: Mary E. Buckner
                                   Telephone: (423) 755-6022
                                   Telefacsimile: (423) 755-6014

                              Wire Transfer Instructions:
                                   First American National Bank
                                   ABA # 064000017
                                   Account No.: 1002295498
                                   Reference: Miller Industries
                                   Attention: Commercial Loan
                                   Operations


                                     Signature Page 5 of 5<PAGE>
                            EXHIBIT A

                Applicable Commitment Percentages



Lender                              Revolving            Applicable
------                               Credit              Commitment
                                   Commitment            Percentage
                                   ----------            ----------

NationsBank of Tennessee,
     National Association          $65,000,000          43.3333333%


Bank of America,  FSB              $42,500,000          28.3333333%


Wachovia Bank, N.A.                $30,000,000          20.0000000%


First American National Bank       $12,500,000           8.3333333%






                               A-1<PAGE>
                            EXHIBIT B

                Form of Assignment and Acceptance

                   DATED _______________,_____

     Reference is made to the Credit Agreement dated as of
January 30, 1998 (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 NationsBank of Tennessee, 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 Revolving Credit Commitment specified on Schedule
1.  After giving effect to such sale and assignment, the
Assignee's Revolving Credit 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 Note
or Notes held by the Assignor and requests that the Agent
exchange such Note or Notes for new Notes payable to the order of
the Assignee in an amount equal to the Revolving Credit
Commitment assumed by the Assignee pursuant hereto and to the
Assignor in an amount equal to the Revolving Credit 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 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

                               B-1<PAGE>
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 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:         , 19 _



                         [NAME OF ASSIGNEE], as Assignee


                         By:
                         Title:

                         Lending Office:




Accepted [and Approved] *
this ___ day of ___________, 19 _

NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION


By:
Title:


[Approved this ____ day 
of ____________, 19__

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

     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:                                                 $_______


     Effective Date (if other than date
            of acceptance by Agent):                               _______, 19__



                               B-4<PAGE>
                            EXHIBIT C

  Notice of Appointment (or Revocation) of Authorized Representative

     Reference is hereby made to the Credit Agreement dated as of
January 30, 1998 (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 NationsBank of Tennessee, National
Association, as Agent for the Lenders ("Agent").  Capitalized
terms used but not defined herein shall have the respective
meanings therefor set forth in the Agreement.

     Miller hereby nominates, constitutes and appoints each 
individual named below as an Authorized Representative under the
Loan Documents, and hereby represents and warrants that (i) set
forth opposite each such individual's name is a true and correct
statement of such individual's office (to which such individual
has been duly elected or appointed), a genuine specimen signature
of such individual and an address for the giving of notice, and
(ii) each such individual has been duly authorized by Miller to
act as Authorized Representative under the Loan Documents:

Name and Address                Office        Specimen Signature






Miller hereby revokes (effective upon receipt hereof by the
Agent) the prior appointment of ________________ as an Authorized
Representative.

     This the ___ day of __________________, 19__. 


                              MILLER INDUSTRIES, INC.


                              By:
                              Name:
                              Title:



                               C-1
<PAGE>
                           EXHIBIT D-1 

                     Form of Borrowing Notice

To:  NationsBank of Tennessee, National Association,
     as Agent
     Independence Center, 15th Floor
     NC1-001-15-04
     Charlotte, North Carolina  28255
     Attention: Agency Services
     Telefacsimile:  (704)386-9936

       Reference is hereby made to the Credit Agreement dated as
of January 30, 1998 (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 NationsBank of Tennessee, National
Association, as Agent for the Lenders ("Agent"). 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
gives notice to the Agent that Loans of the type and amount set
forth below be made on the date indicated:

Type of Loan              Interest           Aggregate
(check one)               Period<F1>         Amount<F2>      Date of Loan<F3>


Base Rate Loan             ______            _________       ____________

Eurodollar Rate Loan       ______            _________       ____________

__________________________________________________
[FN]
<F1>      For any Eurodollar Rate Loan, one, two, three or six
          months.
<F2>      Must be $2,000,000 or if greater an integral multiple
          of $1,000,000, unless a Base Rate Refunding Loan.
<F3>      At least three (3) Business Days later if a Eurodollar
          Rate Loan.
</FN>
          The Borrowers hereby request that the proceeds of Loans
described in this Borrowing Notice be made available to the
Borrowers as follows:  [insert transmittal instructions].
                     ------------------------------------

          The undersigned hereby certifies that:

                               D-1-1<PAGE>
          1.   No Default or Event of Default exists either now
or after giving effect to the borrowing described herein; and 

          2.   All the representations and warranties set forth
in Article VII of the Agreement and in the Loan Documents (other
than those expressly stated to refer to a particular date) are
true and correct in all material respects as of the date hereof
except that the reference to the financial statements in Section
7.6(a) of the Agreement are to those financial statements most
recently delivered to you pursuant to Section 8.1 of the
Agreement (it being understood that any financial statements
delivered pursuant to Section 8.1(b) or (c) have not been
certified by independent public accountants) and attached hereto
are any changes to the Schedules referred to in connection with
such representations and warranties.

          3.   All conditions contained in the Agreement to the
making of any Loan requested hereby have been met or satisfied in
full .


                              MILLER INDUSTRIES, INC.
                              MILLER INDUSTRIES TOWING EQUIPMENT INC.


                              BY:____________________________________
                                        Authorized Representative

                              DATE: _________________________________



                              D-1-2<PAGE>
                           EXHIBIT D-2 

           Form of Borrowing Notice -- Swing Line Loans

To:       NationsBank of Tennessee, National Association,
          as Agent
          Independence Center, 15th Floor
          NC1-001-15-04
          Charlotte, North Carolina  28255
          Attention: Agency Services
          Telefacsimile:  (704)386-9936

             Reference is hereby made to the Credit Agreement
dated as of January 30, 1998 (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 NationsBank of Tennessee,
National Association, as Agent for the Lenders ("Agent").
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 gives notice to NationsBank as Swing Line Lender that a
Swing Line Loan of the amount set forth below be made on the date
indicated:

                Amount (1)                   Date of Loan


               ______________              ____________, ____


(1)       Must be $100,000 or if greater an integral multiple of
          $100,000, unless a Base Rate Refunding Loan.

          The Borrowers hereby request that the proceeds of Swing
Line Loans described in this Borrowing Notice be made available
to the Borrowers as follows:  [insert transmittal instructions] .
                             -----------------------------------

          The undersigned hereby certifies that:

          1.   No Default or Event of Default exists either now
or after giving effect to the borrowing described herein; and 

          2.   All the representations and warranties set forth
in Article VII of the Agreement and in the Loan Documents (other
than those expressly stated to refer to a particular date) are
true and correct in all material respects as of the date hereof
except that the reference to the financial statements in Section
7.6(a) of the Agreement are to those financial statements most
recently delivered to you pursuant to Section 8.1 of the
Agreement (it being understood that any financial statements
delivered pursuant to Section 8.1(b) or (c) have not been
certified by independent public accountants) and attached hereto
are any changes to the Schedules referred to in connection with
such representations and warranties.

                              D-2-1<PAGE>
          3.   All conditions contained in the Agreement to the
making of any Loan requested hereby have been met or satisfied in
full .
                              MILLER INDUSTRIES, INC.
                              MILLER INDUSTRIES TOWING EQUIPMENT INC.


                              BY:____________________________________
                                        Authorized Representative

                              DATE:__________________________________



                              D-2-2<PAGE>
                            EXHIBIT E

            Form of Collateral Assignment of Interests

                          [See Attached]



                               E-1<PAGE>
                                 FORM OF
                    COLLATERAL ASSIGNMENT OF INTERESTS

     THIS COLLATERAL ASSIGNMENT OF INTERESTS (the "Agreement") is
made and entered into this ___ day of _________, 199__ by and
between _____________ ___________________________________________
(the "Pledgors", and each individually a "Pledgor") and
NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the
United States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders" and collectively with the Agent, the
"Secured Parties") now or hereafter party to the Credit Agreement
(as defined below).  All capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned
thereto in the Credit Agreement.

                       W I T N E S S E T H:


     WHEREAS, the Secured Parties have agreed to provide to
Miller Industries, Inc. ("Miller") and to Miller Industries
Towing Equipment Inc., a Delaware company ("Miller Towing," and
together with Miller, the "Borrower"), certain credit facilities,
including a revolving credit facility with a letter of credit
sublimit and a swing line sublimit, pursuant to the Credit
Agreement dated as of January 30, 1998 among the Borrower, the
Agent and the Lenders (as from time to time amended, revised,
modified, supplemented, or amended and restated the "Credit
Agreement"); and

     WHEREAS, all or some of the Pledgors have entered into the
Credit Agreement or that certain Guaranty Agreement of even date
therewith in favor of the Agent for the benefit of the Lenders
(the "Guaranty"); and

     WHEREAS, as collateral security for the payment and
performance of the Borrower's Obligations and the Guarantors'
Obligations (as defined in the Guaranty), each Pledgor is willing
to collaterally assign and pledge to, and grant to the Agent for
the benefit of the Lenders a security interest in, all general
and limited partnership interests, as applicable, all membership
interests, or other equivalent indicia of equity ownership,
whether now in existence or hereafter issued, of each partnership
or limited liability company or similar entity which is now or at
any time hereafter becomes a Subsidiary, all of which are
required to be subject to a Pledge Agreement pursuant to the
Credit Agreement (the "Pledged Interests"), including without
limitation the Pledged Interests more particularly described on
Schedule 1 attached hereto (such Subsidiaries, together with all
other Subsidiaries whose equity interests may be required to be
subject to a Pledge Agreement from time to time, are hereinafter
referred to collectively as the "Pledged Subsidiaries"); and

     WHEREAS, the Lenders are unwilling to enter into the Loan
Documents unless each Pledgor enters into this Agreement;

                               E-2<PAGE>
     NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Loan Documents, to extend credit to the Borrower
and to make loans and advances and issue letters of credit and in
consideration of the premises and the mutual covenants contained
herein, the parties hereto agree as follows:


    1.   COLLATERAL ASSIGNMENT AND PLEDGE OF INTERESTS.

     (a)  As collateral security for the payment and performance
by the Borrower of its now or hereafter existing Obligations and
by the Pledgors of their now or hereafter existing liabilities
and obligations under the Guaranty (collectively with the
Obligations, the "Secured Obligations"), each Pledgor hereby
pledges and collaterally assigns to the Agent for the benefit of
the Lenders, and grants to the Agent for the benefit of the
Lenders a first priority lien and security interest in, the
Pledged Interests and all of the following:

               (i)  all cash, securities, distributions, rights
     (including without limitation any and all rights to
     subscribe to additional ownership interests) and other
     property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of
     the Pledged Interests, other than cash dividends permitted
     to be retained by the Pledgors under Section 9 hereof;

               (ii) all other property hereafter delivered to the
     Agent in substitution for or in addition to any of the
     foregoing, all certificates and instruments representing or
     evidencing such property and all cash, securities, interest,
     dividends, rights and other property at any time and from
     time to time declared or distributed in respect of or in
     exchange for any or all of the Pledged Interests; and

               (iii)     all proceeds of any of the foregoing.

All such Pledged Interests, certificates, instruments, cash,
securities, interest, distributions, rights and other property
referred to in this Section 1, other than cash distributions
issued in respect of such Pledged Interests that are permitted to
be retained by the Pledgors under Section 9 hereof, are herein
collectively referred to as the "Collateral."  All of the Pledged
Interests described on Schedule I in effect from time to time is
currently owned by the respective Pledgors listed on Schedule I
hereto.  None of the Pledged Interests are represented by any
certificate or other tangible evidence of ownership.

     (b)  Each Pledgor agrees to deliver all the Collateral to
the Agent at such location or locations as the Agent shall from
time to time designate by written notice pursuant to Section 25
hereof for its custody at all times until termination of this
Agreement, together with such instruments of assignment and
transfer as requested by the Agent. 

     (c)  Each Pledgor agrees to deliver all documents,
agreements, financing statements, amendments thereto, assignments
or other writings as the Agent may reasonably request to carry
out the terms of this Agreement or to protect or enforce the lien
and security interest in the Collateral hereunder granted thereby
to the Agent for the benefit of the Lenders and further agrees to

                               2

                              E-3<PAGE>
do and cause to be done all things determined by the Agent to be
reasonably necessary to perfect and keep in full force the Lien
in the Collateral hereunder granted thereby in favor of the Agent
for the benefit of the Lenders, including, but not limited to,
the prompt payment of all reasonable out-of-pocket fees and
expenses incurred in connection with any filings made to perfect
or continue the lien and security interest in the Collateral
hereunder granted thereby in favor of the Agent for the benefit
of the Lenders.  Each Pledgor agrees to make appropriate entries
upon its books and records (including without limitation its
ownership record and transfer books) disclosing the Lien in the
Collateral hereunder granted thereby to the Agent for the benefit
of the Lenders hereunder. 

     (d)  All advances, charges, reasonable costs and reasonable
expenses, including reasonable attorneys' fees, incurred or paid
by any Secured Party in exercising any right, power or remedy
conferred by this Agreement, or in the enforcement thereof, shall
become a part of the Secured Obligations and shall be paid to the
Agent for the benefit of the Lenders by the Pledgors immediately
upon demand therefor, with interest thereon until paid in full at
the Default Rate for Base Rate Loans.

     2.   STATUS OF PLEDGED INTERESTS.  Each Pledgor hereby
represents and warrants to the Agent for the benefit of the
Lenders that (i) all of the Pledged Interests are validly issued
and outstanding, fully paid and nonassessable and constitute all
the authorized, issued and outstanding partnership, membership or
other equity interests of each of the Pledged Entities of such
Pledgor, (ii) such Pledgor is the registered and record and
beneficial owner of such Pledged Interests, free and clear of all
Liens, charges, equities, encumbrances and restrictions on pledge
or transfer (other than the Liens created under the Loan
Documents and restrictions imposed by applicable federal or state
securities law), (iii) such Pledgor has full power, legal right
and lawful authority to execute this Agreement and to pledge,
assign and transfer such Pledged Interests in the manner and form
hereof, and (iv) the pledge, assignment and delivery of such
Pledged Interests by such Pledgor to the Agent for the benefit of
the Lenders pursuant to this Agreement creates a valid and
perfected first priority security interest in such Pledged
Interests in favor of the Agent for the benefit of the Lenders,
securing the payment of the Secured Obligations.  Except as
permitted under Sections 9.5 or 9.7 of the Credit Agreement, none
of the Pledged Interests (nor any interest therein or thereto)
shall be sold, transferred or assigned, nor any Lien created
therein, without the Agent's prior written consent.  Each Pledgor
covenants with the Agent for the benefit of the Lenders that it
shall at all times cause its Pledged Interests to be and remain
uncertificated and the Lien created hereunder to be registered on
the books and records of each Pledged Subsidiary maintained to
record the ownership and transfer of ownership of Pledged
Interests, and in the event, notwithstanding the foregoing, the
Pledged Interests or any of them are certificated, to deliver
such certificates promptly to the Agent together with such
instruments of assignment and transfer duly executed in blank by
such Pledgor as the Agent shall request.  Each Pledgor further
covenants with the Agent for the benefit of the Lenders that it
shall not cause, suffer or permit any of the Pledged Subsidiaries
to issue and equity securities, or securities convertible into,
or exercisable or exchangeable for, equity securities, at any
time during the term of this Agreement other than to the Pledgors
and subject to this Agreement pursuant to Section 23 hereof.

                               3
                              E-4<PAGE>
     3.   PRESERVATION AND PROTECTION OF COLLATERAL.  

     (a)  The Agent shall be under no duty or liability with
respect to the collection, protection or preservation of the
Collateral, or otherwise, other than the obligation to deal with
the Collateral while in its possession in the same manner as the
Agent deals with similar securities or property held as
collateral for loans. 

     (b)  Each Pledgor agrees to pay when due all taxes, charges,
Liens and assessments against the Collateral in which it has an
interest, unless being contested in good faith by appropriate
proceedings diligently conducted and against which adequate
reserves have been established in accordance with GAAP and
evidenced to the satisfaction of the Agent and provided further
that all enforcement proceedings in the nature of levy or
foreclosure are effectively stayed.  Upon the failure of the
Pledgors to so pay or contest such taxes, charges, Liens or
assessments, the Agent at its option may pay or contest any of
them (the Agent having the sole right to determine the legality
or validity and the amount necessary to discharge such taxes,
charges, Liens or assessments).

     4.   DEFAULT.  Upon the occurrence and during the
continuance of any Event of Default, the Agent is given full
power and authority, then or at any time thereafter, to sell,
assign and deliver or collect the whole or any part of the
Collateral, or any substitute therefor or any addition thereto,
in one or more sales, with or without any previous demands or
demand of performance or, to the extent permitted by law, notice
or advertisement, in such order as the Agent may elect; and any
such sale may be made either at public or private sale at the
Agent's place of business or elsewhere, either for cash or upon
credit or for future delivery, at such price as the Agent may
reasonably deem fair; and the Agent may be the purchaser of any
or all Collateral so sold and hold the same thereafter in its own
right free from any claim of the Pledgors or right of redemption. 
Demands of performance, advertisements and presence of property
and sale and notice of sale are hereby waived to the extent per-
missible by law.  Any sale hereunder may be conducted by an
auctioneer or any officer or agent of the Agent.  Each Pledgor
recognizes that the Agent may be unable to effect a public sale
of the Collateral by reason of certain prohibitions contained in
the Securities Act of 1933, as amended (the "Securities Act"),
and applicable state law, and may be otherwise delayed or
adversely affected in effecting any sale by reason of present or
future restrictions thereon imposed by governmental authorities,
and that as a consequence of such prohibitions and restrictions
the Agent may be compelled (i) to resort to one or more private
sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire the security for their own
account, for investment and not with a view to the distribution
or resale thereof, or (ii) to seek regulatory approval of any
proposed sale or sales, or (iii) to limit the amount of
Collateral sold to any Person or group.  Each Pledgor agrees and
acknowledges that private sales so made may be at prices and upon
terms less favorable to the Pledgors than if such Collateral was
sold either at public sales or at private sales not subject to
other regulatory restrictions, and that the Agent has no
obligation to delay the sale of any of the Collateral for the
period of time necessary to permit the issuer of such Collateral
to register or otherwise qualify the Collateral, even if such

                               4
                              E-5<PAGE>
issuer would agree to register or otherwise qualify such
Collateral for public sale under the Securities Act or applicable
state law.  Such Pledgor further agrees that private sales made
under the foregoing circumstances will not, for that reason, be
deemed to have been made in a manner which is not commercially
reasonable.  Each Pledgor hereby acknowledges that a ready market
may not exist for the Pledged Interests since they are not traded
on a national securities exchange or quoted on an automated
quotation system and agrees and acknowledges that in such event
the Pledged Interests may be sold for an amount less than a pro
rata share of the fair market value of the issuer's assets minus
its liabilities.  In addition to the foregoing, the Secured
Parties may exercise such other rights and remedies as may be
available under the Loan Documents, at law or in equity. 

     5.   PROCEEDS OF SALE.  The proceeds of the sale of any of
the Collateral hereunder and all sums received or collected from
or on account of such Collateral hereunder shall be applied to
the payment of expenses incurred or paid by the Agent in
connection with any sale, transfer or delivery of the Collateral,
to the payment of any other costs, charges, reasonable attorneys'
fees or expenses mentioned herein, and to the payment of the
Secured Obligations or any part thereof, all in such order and
manner as is provided in Section 10.5 of the Credit Agreement and
otherwise as the Agent may determine and as permitted by
applicable law.  The Agent shall, upon satisfaction in full of
all such Secured Obligations, pay any balance to the Pledgors or
otherwise as may be required by applicable law.

     6.   PRESENTMENTS, ETC.  The Agent shall not be under any
duty or obligation whatsoever to make or give any presentments,
demands for performances, notices of nonperformance, protests,
notice of protest or notice of dishonor in connection with any
obligations or evidences of indebtedness held thereby as
collateral, or in connection with any obligations or evidences of
indebtedness which constitute in whole or in part the Secured
Obligations secured hereunder. 

     7.   ATTORNEY-IN-FACT.  Each Pledgor hereby appoints the
Agent as such Pledgor's attorney-in-fact for the purposes of
carrying out the provisions of this Agreement and taking any
action and executing any instrument which the Agent may deem
necessary or advisable to accomplish the purposes hereof, which
appointment is coupled with an interest and is irrevocable;
provided, that the Agent shall have and may exercise rights under
this power of attorney only upon the occurrence and during the
continuance of an Event of Default.  Without limiting the
generality of the foregoing, upon the occurrence and during the
continuance of an Event of Default, the Agent shall have the
right and power to receive, endorse and collect all checks and
other orders for the payment of money made payable to such
Pledgor representing any interest payment, principal payment or
other distribution payable or distributable in respect of, or
otherwise constituting, the Collateral or any part thereof and to
give full discharge for the same. 

     8.   WAIVER BY PLEDGOR.  Each Pledgor waives (to the extent
permitted by applicable law) any right to require any Secured
Party or any other obligee of the Secured Obligations to (a)
proceed against any other Pledgor or any Person, including
without limitation any Guarantor, (b) proceed against or exhaust
any Collateral or other collateral for the Secured Obligations,

                               5
                              E-6<PAGE>
or (c) pursue any other remedy in its power; and waives (to the
extent permitted by applicable law) any defense arising by reason
of any disability or other defense of any other Pledgor or any
other Person, including without limitation any Guarantor, or by
reason of the cessation from any cause whatsoever of the
liability of any other Pledgor or any other Person, including
without limitation any Guarantor.  The Agent may at any time
deliver (without representation, recourse or warranty) the
Collateral or any part thereof to any Pledgor who has an interest
therein and the receipt thereof by any Pledgor shall be a
complete and full acquittance for the Collateral so delivered,
and the Secured Parties shall thereafter be discharged from any
liability or responsibility therefor. 

     9.   DISTRIBUTIONS AND VOTING RIGHTS.

     (a)  All distributions with respect to the Pledged Interests
shall be subject to the pledge hereunder, except for cash
distributions permitted to be made under the Credit Agreement,
which may be retained by the Pledgors so long as no Event of
Default shall have occurred and be continuing, and shall be
retained by the Pledgors free from any Lien hereunder. Upon the
occurrence and during the continuance of any Event of Default,
all such cash and other distributions shall be promptly delivered
to the Agent if requested by the Agent (together, if the Agent
shall request, with stock powers or instruments of assignment
duly executed in blank affixed to any certificate representing
any ownership interest or other security or negotiable document
or instrument so distributed) to be held, released or disposed of
by it hereunder or, at the option of the Agent, to be applied to
the Secured Obligations hereby secured as they become due. 

     (b)  So long as no Event of Default shall have occurred and
be continuing, the registration of the Collateral in the name of
any Pledgor shall not be changed and the Pledgors shall be
entitled to exercise all voting and other rights and powers
pertaining to the Collateral for all purposes not inconsistent
with the terms hereof. 

     (c)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgors to receive and retain distributions upon the Collateral
shall cease and shall thereupon be vested in the Agent for the
benefit of the Lenders. 

     (d)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgors to exercise the voting or consensual rights and powers
which it is authorized to exercise  with respect to the
Collateral pursuant to subsection (b) above shall cease and the
Agent may thereupon (but shall not be obligated to), at its
request, cause such Collateral to be registered in the name of
the Agent or its nominee or agent for the benefit of the Lenders
and exercise such voting or consensual rights and powers as
appertain to ownership of such Collateral, and to that end each
Pledgor hereby appoints the Agent as its proxy, with full power
of substitution, to vote and exercise all other rights as a
partner (either general or limited, as applicable), member or
other holder with respect to the Pledged Interests hereunder upon
the occurrence and during the continuance of any Event of
Default, which proxy is coupled with an interest and is
irrevocable prior to termination of this Agreement as set forth

                               6
                              E-7<PAGE>
in Section 22 hereof, and each Pledgor hereby agrees to provide
such further proxies as the Agent may request; provided, however,
that the Agent in its discretion may from time to time refrain
from exercising, and shall not be obligated to exercise, any such
voting or consensual rights or such proxy. 

     10.  POWER OF SALE.  Until all of the Secured Obligations
shall have irrevocably been paid in full, the power of sale and
other rights, powers and remedies granted to the Agent for the
benefit of the Lenders hereunder shall continue to exist and may
be exercised by the Agent at any time and from time to time
irrespective of the fact that any Secured Obligations or any part
thereof may have become barred by any statute of limitations or
that the liability of any Pledgor may have ceased. 

     11.  OTHER RIGHTS.  The rights, powers and remedies given to
the Agent for the benefit of the Lenders by this Agreement shall
be in addition to all rights, powers and remedies given to any
Lender by virtue of any statute or rule of law.  Any forbearance
or failure or delay by the Agent in exercising any right, power
or remedy hereunder shall not be deemed to be a waiver of such
right, power or remedy, and any single or partial exercise of any
right, power or remedy hereunder shall not preclude the further
exercise thereof.  Every right, power and remedy of the 
Lenders shall continue in full force and effect until such right,
power or remedy is specifically waived by the Required Lenders by
an instrument in writing. 

     12.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given
by each Pledgor to the Agent, for the benefit of the Secured
Parties, to make releases (whether in whole or in part) of all or
any part of the Collateral agreeable to the Agent without notice
to, or the consent, approval or agreement of other parties and
interests, including junior lienors, which releases shall not
impair in any manner the validity of or priority of the Liens and
security interests in the remaining Collateral conferred under
such documents, nor release such Pledgor from personal liability
for the Secured Obligations hereby secured.  Notwithstanding the
existence of any other security interest in the Collateral held
by the Agent, for the benefit of the Secured Parties, the Agent
shall have the right to determine the order in which any or all
of the Collateral shall be subjected to the remedies provided in
this Agreement.  The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Agent, for the
benefit of the Secured Parties, in the manner provided in Section
10.5 of the Credit Agreement.  Each Pledgor hereby waives any and
all right to require the marshalling of assets in connection with
the exercise of any of the remedies permitted by applicable law
or provided herein.

     13.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the
Secured Parties, and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of:

          (a)  any lack of validity or enforceability of the
     Credit Agreement, any other Loan Document or any other
     agreement or instrument relating to any of the Secured
     Obligations;

          (b)  any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Secured
     Obligations, or any other amendment or waiver of or any

                               7
                              E-8<PAGE>
     consent to any departure from the Credit Agreement, any
     other Loan Document or any other agreement or instrument
     relating to any of the Secured Obligations;

          (c)  any exchange, release or non-perfection of any
     other collateral, or any release or amendment or waiver of
     or consent to departure from any guaranty, for all or any of
     the Secured Obligations; or

          (d)  any other circumstances which might otherwise
     constitute a defense available to, or a discharge of, the
     Pledgors in respect of the Secured Obligations or of this
     Agreement.

     14.  DEFINITIONS.  All terms used herein unless otherwise
defined in the Credit Agreement shall be defined in accordance
with the appropriate definitions appearing in the Uniform
Commercial Code as in effect in Georgia, and such definitions are
hereby incorporated herein by reference and made a part hereof.

     15.  ENTIRE AGREEMENT; WAIVERS.  This Agreement, together
with the Credit Agreement, the Guaranty and other Loan Documents,
constitutes and expresses the entire understanding between the
parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings, inducements,
commitments or conditions, express or implied, oral or written,
except as herein contained.  The express terms hereof control and
supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.  Neither this
Agreement nor any portion or provision hereof may be changed,
altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an
agreement, in writing signed by the parties hereto. No waiver of
any provision of this Pledge Agreement nor consent to any
departure by Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the Agent, and
then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it is
given.

     16.  FURTHER ASSURANCES.  Each Pledgor agrees at its own
expense to do such further acts and things, and to execute and
deliver such additional conveyances, assignments, financing
statements, agreements and instruments, as the Agent may at any
time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any
part thereof or in order better to assure and confirm unto the
Agent its rights, powers and remedies for the benefit of the
Lenders hereunder.  Each Pledgor hereby consents and agrees that
the issuers of or obligors in respect of the Collateral shall be
entitled to accept the provisions hereof as conclusive evidence
of the right of the Agent, on behalf of the Lenders, to exercise
its rights hereunder with respect to the Collateral,
notwithstanding any other notice or direction to the contrary
heretofore or hereafter given by the Pledgors or any other Person
to any of such issuers or obligors.  The Agent may from time to
time, at its option, perform any act which any Pledgor agrees
hereunder to perform and which such Pledgor shall fail to perform
after being requested in writing to so perform and the Agent may
from time to time take any other action which the Agent
reasonably deems necessary for the maintenance, preservation or
protection of any of the Collateral or of the security interest
therein.
                               8
                              E-9<PAGE>
     17.  BINDING AGREEMENT; ASSIGNMENT.  This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and to their
respective successors and assigns, except that no Pledgor shall
assign this Agreement or any interest herein or in the
Collateral, or any part thereof, or otherwise pledge, encumber or
grant any option with respect to the Collateral, or any part
thereof, or any cash or property held by the Agent as Collateral
under this Agreement.  All references herein to the Agent shall
include any successor thereof, each Lender and any other obligees
from time to time of the Secured Obligations.

     18.  SWAP AGREEMENTS.  All obligations of the Borrower under
Swap Agreements shall be deemed to be Secured Obligations secured
hereby, and each Lender or affiliate of a Lender party to any
such Swap Agreement shall be deemed to be a Secured Party
hereunder.

     19.  SEVERABILITY.  In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof. 

     20.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and all the counterparts taken together
shall be deemed to constitute one and the same instrument.

     21.  EXPENSES; INDEMNIFICATION.  Upon demand, each Pledgor
will pay to the Agent the amount of any and all expenses,
including the reasonable fees and disbursements of its counsel
and of any experts, which the Agent may incur in connection with
the administration of this Agreement or any instrument relating
hereto, the removal, custody, preservation, use or operation of,
or the sale of, collection from, or other realization upon, any
of the Collateral, the exercise or enforcement of any of the
rights of the Agent and the Secured Parties with respect to
Collateral, the failure by such Pledgor to perform or observe any
of the provisions hereof or the advancement of any funds in
connection with actions taken pursuant to this Agreement. Without
limitation of Section 12.9 of the Credit Agreement or any other
indemnification provision in any Loan Document, each Pledgor
hereby jointly and severally covenants and agrees to pay,
indemnify, and hold the Secured Parties harmless from and against
any and all out-of-pocket liabilities, costs, expenses or
disbursements of any kind or nature whatsoever arising in
connection with any claim or litigation by any Person resulting
from the execution, delivery, enforcement, performance and
administration of this Agreement or the Loan Documents, or the
transactions contemplated hereby or thereby, or in any respect
relating to the Collateral or any transaction pursuant to which
the Pledgor has incurred any Obligation (all the foregoing,
collectively, the "indemnified liabilities"); provided, however,
that the Pledgor shall have no obligation hereunder with respect
to indemnified liabilities resulting from the willful misconduct
or gross negligence of the Agent or any Lender.  The agreements
in this subsection shall survive repayment of all Secured
Obligations and termination or expiration of this Agreement.

     22.  TERMINATION.  This Agreement and all obligations of the
Pledgors hereunder shall terminate on the irrevocable payment in
full of the Secured Obligations, at which time the Liens and

                               9
                              E-10<PAGE>
rights granted to the Agent for the benefit of the Lenders
hereunder shall automatically terminate and not longer be in
effect, and the Collateral shall automatically be released from
the Liens created hereby.  Upon such termination of this
Agreement, the Agent shall, at the sole expense of the Pledgors,
deliver to the Pledgors any property received as a distribution
or otherwise in respect of the Pledged Interests then in its
custody, together with any cash then constituting the Collateral,
not then sold or otherwise disposed of in accordance with the
provisions hereof and take such further actions as may be
necessary to effect the same and as shall be reasonably
acceptable to the Agent.  

     23.  ADDITIONAL INTERESTS.  If any Pledgor shall acquire or
hold (a) any additional partnership, membership or other equity
interests of any Pledged Subsidiary or (b) any partnership,
membership or other equity interests of any Subsidiary not listed
on Schedule I hereto which are required to be subject to a Pledge
Agreement pursuant to the terms of Article IV or any other
provision of the Credit Agreement (any such interests described
in clauses (a) or (b) above being referred to herein as the
"Additional Interests"), such Pledgor shall deliver to the Agent
for the benefit of the Lenders (i) a revised Schedule I hereto
reflecting the ownership and pledge of such Additional Interests
and (ii) a Collateral Assignment Supplement in the form of
Exhibit A hereto with respect to such Additional Interests duly
completed and signed by such Pledgor. Each Pledgor shall comply
with the requirements of this Section 23 concurrently with the
acquisition of any such Additional Interests in the case of
interests described in clause (a) above, and within the time
period specified in Article IV or elsewhere in the Credit
Agreement with respect to interests described in clause (b)
above.

     24.  REMEDIES CUMULATIVE.  All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to the Borrower pursuant to
the Credit Agreement, and the issuing of Letters of Credit for
the benefit of the Borrower, shall be conclusively presumed to
have been made or extended, respectively, in reliance upon the
Pledgor's grant of the Lien on the Collateral hereunder.

     25.  NOTICES.  Any notice required or permitted hereunder
shall be given (a) with respect to any Pledgor, care of the
Borrower at its address indicated in Section 12.2 of the Credit
Agreement and (b) with respect to the Agent or a Lender, at the
Agent's address indicated in Section 12.2 of the Credit
Agreement.  All such notices shall be given and shall be
effective as provided in Section 12.2 of the Credit Agreement.

     26.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
     APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
     IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
     OUTSIDE SUCH STATE.  


                               10
                              E-11
<PAGE>
          (b)  EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY
     AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
     ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
     TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON,
     STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY
     OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF
     AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EACH PLEDGOR EXPRESSLY WAIVES ANY OBJECTION THAT
     IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR
     TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY,
     ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND
     EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND
     UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY
     SUCH SUIT, ACTION OR PROCEEDING.

          (c)  EACH PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE
     MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
     COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
     PREPAID) TO THE ADDRESS OF THE BORROWER PROVIDED IN SECTION 
      12.2 OF THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF
     SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) or (b) HEREOF
          SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING
     ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT AND ANY LOAN DOCUMENT IN THE COURTS OF ANY
     JURISDICTION WHERE EACH PLEDGOR OR ANY OF SUCH PLEDGOR'S
     PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. 

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
     ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
     OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
     THEREWITH, EACH PLEDGOR AND THE AGENT ON BEHALF OF THE
     LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
     BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
     WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
     SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.

                    [Signature pages follow.]




                               11
                              E-12
<PAGE>
     IN WITNESS WHEREOF, the parties have duly executed this
Collateral Assignment of Interests on the day and year first
written above. 


                         PLEDGORS:

                              [LIST PLEDGORS]




                              By:____________________________________
                              Name:__________________________________
                              Title:___________________________________




                      SIGNATURE PAGE 1 OF 2
                              E-13
<PAGE>
                         AGENT:

                         NATIONSBANK OF TENNESSEE, 
                         NATIONAL ASSOCIATION, as Agent for the Lenders



                         By:____________________________________
                         Name:__________________________________
                         Title:___________________________________





                      SIGNATURE PAGE 2 OF 2
                              E-14
<PAGE>
                                                      SCHEDULE I


                     Class or Type             Pledged                 Pledged
 Name of              of Pledged              Interests               Interests
Subsidiary             Interests             Outstanding               Pledged
----------           -------------           -----------              ---------

                              E-15
<PAGE>
                                EXHIBIT A


                     COLLATERAL ASSIGNMENT SUPPLEMENT

     THIS COLLATERAL ASSIGNMENT SUPPLEMENT  (this " Supplement"), dated
as of ________, 19__ is made by and between __________________________
__________________  (the "Pledgor"), and NATIONSBANK OF TENNESSEE, NATIONAL
ASSOCIATION, a national banking association organized and existing under
the laws of the United States, as Agent (the "Agent") for each of the
financial institutions (the "Lenders") now or hereafter party to the
Credit Agreement dated as of January 30, 1998 among such Lenders, the
Agent, Miller Industries, Inc. and Miller Industries Towing Equipment
Inc.  All capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned thereto in the Collateral Assignment
(as defined below).

     WHEREAS,  the Pledgor is a party to that certain Collateral
Assignment of Interests dated as of _______________, 19__ by the Pledgor
in favor of the Agent for the benefit of the Lenders (the "Collateral
Assignment"); and

     WHEREAS,  the Pledgor is required under the terms of  the Credit
Agreement and the Collateral Assignment to cause certain partnership,
membership or equity interests owned by it and listed on Annex A to this
Supplement  (the "Additional Interests") to become subject to the
Collateral Assignment; and

     WHEREAS,  a material part of the consideration given in connection
with and as an inducement to the execution and delivery of the Credit
Agreement by the Agent and the Lenders was the obligation of the Pledgor
to pledge to the Agent for the benefit of the Lenders the Additional
Interests, whether then owned and not required to be subject to a pledge
or subsequently acquired or created; and

     WHEREAS,  the Agent and the Lenders have required the Pledgor  to
pledge to the Agent for the benefit of the Lenders all of the Additional
Interests in accordance with the terms of the Credit Agreement and the
Collateral Assignment;

     NOW, THEREFORE, the Pledgor hereby agrees as follows with the Agent,
for the benefit of the Lenders:

     1.   The Pledgor hereby reaffirms and acknowledges the pledge and
collateral assignment to, and the grant of security interest in, the
Collateral contained in the Collateral Assignment and pledges and
collaterally assigns to the Agent for the benefit of the Lenders, and
grants to the Agent for the benefit of the Lenders a first priority lien
and security interest in, the Additional Interests and all of the
following:

                              E-16<PAGE>
          (a)  all cash, securities, distributions, rights, and other
     property at any time and from time to time declared or distributed
     in respect of or in exchange for any or all of the Additional
     Interests, other than cash distributions permitted to be retained by
     the Pledgor under Section 9 of the Collateral Assignment; 

          (b)  all other property hereafter delivered to the Agent in
     substitution for or in addition to any of the foregoing, all
     certificates and instruments representing or evidencing such
     property and all cash, securities, interest, distributions, rights,
     and other property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of the
     Additional Interests; and

          (c)  all proceeds of any of the foregoing.

The Pledgor hereby acknowledges, agrees and confirms that, by its
execution of this Supplement, the Additional Interests constitute
"Pledged Interests" under and are subject to the Collateral Assignment. 
Each of the representations and warranties with respect to Pledged
Interests contained in the Collateral Assignment is hereby made by the
Pledgor with respect to the Additional Interests.  A revised Schedule I
to the Collateral Assignment reflecting the Additional Interests and all
other Pledged Interests have been delivered herewith to the Agent.

     IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be
duly executed by its authorized officer as of the day and year first
above written.


                              [NAME OF PLEDGOR]

                              By:
                              Name:
                              Title:


Acknowledged and accepted:

NATIONSBANK OF TENNESSEE, 
NATIONAL ASSOCIATION, 
as Agent for the Lenders

By:
Name:
Title:

                              E-17
<PAGE>
                                 ANNEX A

                                SCHEDULE I


                     Class or Type             Pledged               Pledged
 Name of              of Pledged              Interests             Interests
Subsidiary             Interests             Outstanding             Pledged
----------           -------------           -----------            ---------

                              E-18
<PAGE>
                            EXHIBIT F

                         Form of Guaranty


                          [See Attached]




                               F-1
<PAGE>
                                 FORM OF
                            GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "Guaranty Agreement" or this
"Guaranty"), dated as of __________, 199__, is made by EACH OF
THE UNDERSIGNED (each a "Guarantor" and collectively the
"Guarantors") to NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION,
a national banking association organized and existing under the
laws of the United States, as Agent (the "Agent") for each of the
lenders (the "Lenders" and collectively with the Agent the
"Secured Parties") now or hereafter party to the Credit Agreement
(as defined below).  All capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in
the Credit Agreement.

                       W I T N E S S E T H:

     WHEREAS, the Secured Parties have agreed to provide to
Miller Industries, Inc., a Tennessee corporation ("Miller"), and
Miller Industries Towing Equipment Inc., a Delaware corporation
("Miller Towing," and together with Miller, the "Borrowers"),
certain credit facilities, including a revolving credit facility
with a letter of credit sublimit and a swing line sublimit,
pursuant to the Credit Agreement dated as of January 30, 1998
among the Borrowers, the Agent and the Lenders (as from time to
time amended, revised, modified, supplemented or amended and
restated, the "Credit Agreement"); and

     WHEREAS, each Guarantor is, directly or indirectly, a wholly
owned Subsidiary of one of the Borrowers; and 

     WHEREAS, as a condition to entering into the Credit
Agreement and making and continuing to make any loans or advances
and issuing and continuing to issue letters of credit thereunder,
each Guarantor is required to guarantee to the Secured Parties
payment of the Borrower's Obligations in accordance with the
terms of this Agreement; and 

     WHEREAS, each Guarantor will materially benefit from the
loans and advances to be made, and the letters of credit to be
issued, under the Credit Agreement, and each Guarantor is willing
to enter into this Guaranty to provide an inducement for the
Secured Parties to continue to make loans and advances, and to
issue letters of credit, under the Credit Agreement; and

     WHEREAS, the Secured Parties are unwilling to enter into the
Loan Documents unless the Guarantors enter into this Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Loan Documents and to make loans and advances and

                              F-2<PAGE>
issue Letters of Credit, and in consideration of the premises and
mutual covenants contained herein, each Guarantor hereby agrees
as follows:

     1.   GUARANTY.  Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably
guarantees to the Secured Parties the payment and performance in
full of the Borrower's Liabilities (as defined below).  For all
purposes of this Guaranty Agreement, "Borrower's Liabilities"
means:  (a) each Borrower's  prompt payment in full, when due or
declared due and at all such times, of all Obligations and all
other amounts pursuant to the terms of the Credit Agreement, the
Notes, and all other Loan Documents executed in connection with
the Credit Agreement and all Rate Hedging Obligations heretofore,
now or at any time or times hereafter owing, arising, due or
payable from the Borrowers to the Lenders, including without
limitation principal, interest, premium or fee (including, but
not limited to, loan fees and attorneys' fees and expenses); and
(b) each Borrower's prompt, full and faithful performance,
observance and discharge of each and every agreement,
undertaking, covenant and provision to be performed, observed or
discharged by either Borrower under the Credit Agreement and all
other Loan Documents executed in connection therewith and all
Swap Agreements.  The Guarantors' obligations to the Secured
Parties under this Guaranty Agreement are hereinafter
collectively referred to as the "Guarantors' Obligations"; 
provided, however, that the liability of each Guarantor
individually with respect to the Guarantor's Obligations shall be
limited to an aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance
under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state law.

     Each Guarantor agrees that it is jointly and severally,
directly and primarily liable for the Borrower's Liabilities
hereunder.

     2.   PAYMENT.  If either Borrower shall default in payment
or performance of any Borrower's Liabilities, whether principal,
interest, premium, fee (including, but not limited to, loan fees
and attorneys' fees and expenses), or otherwise, when and as the
same shall become due, whether according to the terms of the
Credit Agreement, by acceleration, or otherwise, or upon the
occurrence of any Event of Default under the Credit Agreement
that has not been cured or waived, then any or all of the
Guarantors will, upon demand thereof by the Agent or its
successors or assigns AS OF THE DATE OF SUCH DEMAND, fully pay to
the Agent, for the benefit of the Secured Parties, subject to any
restriction set forth in Section 1 hereof, an amount equal to all
Guarantors' Obligations then due and owing.

     3.   UNCONDITIONAL OBLIGATIONS.  This is a guaranty of
payment and not of collection.  The Guarantors' Obligations under
this Guaranty Agreement shall be joint and several, absolute and
unconditional irrespective of the validity, legality or
enforceability of the Credit Agreement, the Notes or any other
Loan Document or any other guaranty of the Borrower's
Liabilities, and shall not be affected by any action taken under
the Credit Agreement, the Notes or any other Loan Document, any
other guaranty of the Borrower's Liabilities, or any other
agreement between the Secured Parties and the Borrowers or any
other Person, in the exercise of any right or power therein

                               2
                              F-3<PAGE>
conferred, or by any failure or omission to enforce any right
conferred thereby, or by any waiver of any covenant or condition
therein provided, or by any acceleration of the maturity of any
of the Borrower's Liabilities, or by the release or other
disposal of any security for any of the Borrower's Liabilities,
or by the dissolution of either of the Borrowers or the
combination or consolidation of either of the Borrowers into or
with another entity or any transfer or disposition of any assets
of either of the Borrowers or by any extension or renewal of the
Credit Agreement, any of the Notes or any other Loan Document, in
whole or in part, or by any modification, alteration, amendment
or addition of or to the Credit Agreement, any of the Notes or
any other Loan Document, any other guaranty of the Borrower's
Liabilities, or any other agreement between the Secured Parties
and the Borrowers or any other Person, or by any other cir-
cumstance whatsoever (with or without notice to or knowledge of
any Guarantor) which may or might in any manner or to any extent
vary the risks of such Guarantor, or might otherwise constitute a
legal or equitable discharge of a surety or a guarantor; it being
the purpose and intent of the parties hereto that this Guaranty
Agreement and the Guarantors' Obligations hereunder shall be
absolute and unconditional under any and all circumstances and
shall not be discharged except by payment as herein provided.

     4.   CURRENCY AND FUNDS OF PAYMENT.  Each Guarantor hereby
guarantees that the Guarantors' Obligations will be paid in
lawful currency of the United States of America and in
immediately available funds, regardless of any law, regulation or
decree now or hereafter in effect that might in any manner affect
the Borrower's Liabilities, or the rights of the Secured Parties
with respect thereto as against the Borrowers or either of them,
or cause or permit to be invoked any alteration in the time,
amount or manner of payment by the Borrowers of any or all of the
Borrower's Liabilities.

     5.   SUITS.  Each Guarantor from time to time shall pay to
the Agent for the benefit of the Secured Parties, on demand, at
the Agent's place of business set forth in the Credit Agreement
or such other address as the Agent shall give notice of to such
Guarantor, the Guarantors' Obligations as they become or are
declared due, and in the event such payment is not made
forthwith, the Agent or the Lenders or any of them may proceed to
suit against any one or more or all of the Guarantors.  At the
Agent's election, one or more and successive or concurrent suits
may be brought hereon by the Agent against any one or more or all
of the Guarantors, whether or not suit has been commenced against
the Borrowers, any other guarantor of the Borrower's Liabilities,
or any other Person and whether or not the Secured Parties have
taken or failed to take any other action to collect all or any
portion of the Borrower's Liabilities or have taken or failed to
take any actions against any collateral securing payment or
performance of all or any portion of the Borrower's Liabilities.

     6.   SET-OFF AND WAIVER; SUBORDINATION.  Each Guarantor
waives any right to assert against the Secured Parties as a
defense, counterclaim, set-off or cross claim, any defense (legal
or equitable) or other claim which such Guarantor may now or at
any time hereafter have against the Borrowers or the Secured
Parties without waiving any additional defenses, set-offs,
counterclaims or other claims otherwise available to such
Guarantor.  If at any time hereafter the Secured Party employs
counsel for advice or other representation to enforce the
Guarantors' Obligations, then, in any of the foregoing events,
all of the reasonable attorneys' fees arising from such services
and all other reasonable expenses, costs and charges in any way
or respect arising in connection therewith or relating thereto
shall be paid by such Guarantor to the Agent, for the benefit of
the Secured Parties, on demand.

     Until the Borrower's Liabilities are paid in full and the
Agent and the Secured Parties are under no further obligation to
lend or extend funds or credit which would constitute Borrower's
Liabilities, each Guarantor hereby unconditionally subordinates
all present and future debts, liabilities or obligations of the
Borrowers or either of them or any other Guarantor, as the case
may be, to such Guarantor to the Borrower's Liabilities, and all
amounts due under such debts, liabilities, or obligations shall,

                              3
                              F-4<PAGE>
upon the occurrence and during the continuance of an Event of
Default, be collected and paid over forthwith to the Agent, for
the benefit of the Secured Parties, on account of the Borrower's
Liabilities and, pending such payment, shall be held by each
Guarantor as agent and bailee of the Agent and the Secured
Parties separate and apart from all other funds, property and
accounts of such Guarantor.  Each Guarantor shall execute such
further documents in favor of the Agent, for the benefit of the
Secured Parties to further evidence and support the purpose of
this subordination.

     7.   WAIVER; SUBROGATION.  

          (a)  Each Guarantor hereby waives notice of the
     following events or occurrences:   (i) the Agent's
     acceptance of this Guaranty Agreement; (ii) the Lenders'
     heretofore, now or from time to time hereafter making Loans
     and issuing Letters of Credit and otherwise loaning monies
     or giving or extending credit to or for the benefit of the
     Borrowers or either of them, whether pursuant to the Credit
     Agreement or the Notes or any other Loan Document or any
     amendments, modifications, or supplements thereto, or
     replacements or extensions thereof; (iii) the Secured
     Parties or either of the Borrowers heretofore, now or at any
     time hereafter, obtaining, amending, substituting for,
     releasing, waiving or modifying the Credit Agreement, the
     Notes or any other Loan Documents; (iv) presentment, demand,
     default, non-payment, partial payment and protest; (v) any
     Secured Party heretofore, now or at any time hereafter
     granting to the Borrowers or either of them (or any other
     party liable to the Lenders on account of the Borrower's
     Liabilities) or to any certain Guarantor any indulgence or
     extensions of time of payment of the Borrower's Liabilities
     or Guarantors' Obligations, respectively; and (vi) any
     Secured Party heretofore, now or at any time hereafter
     accepting from either Borrower, any other Guarantor, any
     other guarantor of the Borrower's Liabilities or any other
     Person, any partial payment or payments on account of the
     Borrower's Liabilities or any collateral securing the
     payment thereof or the Agent settling, subordinating,
     compromising, discharging or releasing the same.  Each
     Guarantor agrees that each Secured Party may heretofore, now
     or at any time hereafter do any or all of the foregoing in
     such manner, upon such terms and at such times as each
     Secured Party, in its sole and absolute discretion, deems
     advisable, without in any way or respect impairing,
     affecting, reducing or releasing such Guarantor from the
     Guarantors' Obligations, and each Guarantor hereby consents
     to each and all of the foregoing events or occurrences.

          (b)  Each Guarantor hereby agrees that payment or
     performance by such Guarantor      of the Guarantors'
     Obligations under this Guaranty Agreement may be enforced by
     the Agent on behalf of the Lenders upon demand by the Agent
     to such Guarantor without the Agent being required, such
     Guarantor expressly waiving any right it may have to require
     the Agent, to (i) prosecute collection or seek to enforce or
     resort to any remedies against the Borrowers or either of
     them or any other Guarantor or any other guarantor of the
     Borrower's Liabilities, or (ii) seek to enforce or resort to

                               4
                              F-5<PAGE>
     any remedies with respect to any security interests, Liens
     or encumbrances granted to the Agent by either Borrower, any
     other Guarantor or any other Person on account of the
     Borrower's Liabilities or any guaranty thereof, IT BEING
     EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH
     GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE
     MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE
     AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT
     OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. 
     Neither the Agent nor any Lender shall have any obligation
     to protect, secure or insure any of the foregoing security
     interests, Liens or encumbrances on the properties or
     interests in properties subject thereto.  The Guarantors'
     Obligations shall in no way be impaired, affected, reduced,
     or released by reason of any Secured Party's failure or
     delay to do or take any of the acts, actions or things
     described in this Guaranty including, without limiting the
     generality of the foregoing, those acts, actions and things
     described in this Section 7.

          (c)  Each Guarantor further agrees with respect to this
     Guaranty that such  Guarantor shall have no right of
     subrogation, reimbursement or indemnity, nor any right of
     recourse to security for the Borrower's Liabilities until
     the irrevocable payment in full of the Borrower's
     Liabilities.

     8.   EFFECTIVENESS; ENFORCEABILITY.  This Guaranty Agreement
shall be effective as of the date hereof and shall continue in
full force and effect until all Borrower's Liabilities have been
irrevocably paid in full and the Agent and Secured Parties shall
be under no further obligation to extend credit to the Borrowers
or either of them which would constitute Borrower's Liabilities. 
This Guaranty Agreement shall be binding upon and inure to the
benefit of each Guarantor, the Agent and the Lenders and their
respective successors and assigns.  Notwithstanding the
foregoing, no Guarantor may, without the prior written consent of
the Agent, assign any rights, powers, duties or obligations
hereunder.  Any claim or claims that the Secured Parties may at
any time hereafter have against a Guarantor under this Guaranty
Agreement may be asserted by any Secured Party by written notice
directed to such Guarantor.

     9.   REPRESENTATIONS AND WARRANTIES.  Each Guarantor
warrants and represents to the Agent for the benefit of the
Lenders that it is duly authorized to execute, deliver and
perform this Guaranty Agreement, that this Guaranty Agreement is
legal, valid, binding and enforceable against such Guarantor in
accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and
by general equitable principles; and that such Guarantor's
execution, delivery and performance of this Guaranty Agreement do
not violate or constitute a breach of its certificate of
incorporation or other documents of corporate governance or any
agreement to which such Guarantor is a party, or any applicable
laws, orders, regulations, decrees or awards of any applicable
governmental authority or arbitral body.  Each Guarantor is
solvent after giving effect to the transactions contemplated by
this Guaranty and the other Loan Documents to which it is a
party.

     10.  EXPENSES.  Each Guarantor agrees to be liable for the
payment of all reasonable fees and expenses, including attorney's
fees, incurred by the Agent in connection with the enforcement of
this Guaranty Agreement.

     11.  REINSTATEMENT.  Each Guarantor agrees that this
Guaranty Agreement shall continue to be effective or be
reinstated, as the case may be, at any time payment received by
the Agent under the Credit Agreement or this Guaranty Agreement
is rescinded or must be restored for any reason.

                              5
                              F-6<PAGE>
     12.  ATTORNEY-IN-FACT.  Each Guarantor hereby appoints the
Agent as such Guarantor's attorney-in-fact for the purposes of
carrying out the provisions of this Agreement and taking any
action and executing any instrument which the Agent may deem
necessary or advisable to accomplish the purposes hereof, which
appointment is coupled with an interest and is irrevocable;
provided, that the Agent shall have and may exercise rights under
this power of attorney only upon the occurrence and during the
continuance of an Event of Default. 

     13.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the
Secured Parties, and all obligations of each Guarantor hereunder,
shall be absolute and unconditional irrespective of:

          1.   any lack of validity or enforceability of the
     Credit Agreement, any other Loan Document or any other
     agreement or instrument relating to any of the Guarantor's
     Obligations;

          2.   any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Guarantor's
     Obligations, or any other amendment or waiver of or any
     consent to any departure from the Credit Agreement, any
     other Loan Document or any other agreement or instrument
     relating to any of the Guarantor's Obligations;

          3.   any exchange, release or non-perfection of any
     other collateral, or any release or amendment or waiver of
     or consent to departure from any guaranty, for all or any of
     the Guarantor's Obligations; or

          4.   any other circumstances which might otherwise
     constitute a defense available to, or a discharge of, each
     Guarantor in respect of the Guarantor's Obligations or of
     this Agreement.

     14.  RELIANCE.  Each Guarantor represents and warrants to
the Agent, for the benefit of the Secured Parties, that:  (a)
such Guarantor has adequate means to obtain from Borrowers, on a
continuing basis, information concerning the Borrowers and the
Borrowers' financial condition and affairs and has full and
complete access to Borrowers' books and records; (b) such
Guarantor is not relying on any Secured Party, its or their
employees, agents or other representatives, to provide such
information, now or in the future; (c) such Guarantor is
executing this Guaranty Agreement freely and deliberately, and
understands the obligations and financial risk undertaken by
providing this Guaranty; (d) such Guarantor has relied solely on
the Guarantor's own independent investigation, appraisal and
analysis of the Borrowers and the Borrowers' financial condition
and affairs in deciding to provide this Guaranty and is fully
aware of the same; and (e) such Guarantor has not depended or
relied on any Secured Party, its or their employees, agents or
representatives, for any information whatsoever concerning the
Borrowers or the Borrowers' financial condition and affairs or
other matters material to such Guarantor's decision to provide
this Guaranty or for any counseling, guidance, or special
consideration or any promise therefor with respect to such

                              6
                              F-7<PAGE>
decision.  Each Guarantor agrees that neither the Agent nor any
Lender has any duty or responsibility whatsoever, now or in the
future, to provide to such Guarantor any information concerning
the Borrowers or the Borrowers' financial condition and affairs,
other than as expressly provided herein, and that, if such
Guarantor receives any such information from the Agent or any
Lender, its or their employees, agents or other representatives,
such Guarantor will independently verify the information and will
not rely on the Agent or any Lender, its or their employees,
agents or other representatives, with respect to such
information.

     15.  DEFINITIONS.  All terms used herein shall be defined in
accordance with the appropriate definitions appearing in the
Uniform Commercial Code as in effect in Georgia, and such
definitions are hereby incorporated herein by reference and made
a part hereof.

     16.  ENTIRE AGREEMENT.  This Guaranty Agreement, together
with the Credit Agreement and other Loan Documents, constitutes
and expresses the entire understanding between the parties hereto
with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, inducements, commitments or
conditions, express or implied, oral or written, except as herein
contained.  The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any
of the terms hereof.  Neither this Guaranty Agreement nor any
portion or provision hereof may be changed, altered, modified,
supplemented, discharged, canceled, terminated, or amended orally
or in any manner other than by an agreement, in writing signed by
the parties hereto.

     17.  BINDING AGREEMENT; ASSIGNMENT.  This Guaranty
Agreement, and the terms, covenants and conditions hereof, shall
be binding upon and inure to the benefit of the parties hereto,
and to their respective successors and assigns, except that no
Guarantor shall be permitted to assign this Agreement or any
interest herein.  All references herein to the Agent shall
include any successor thereof, each Lender and any other obligees
from time to time of the Guarantor's Obligations.

     18.  SWAP AGREEMENTS.  All obligations of the Borrowers
under Swap Agreements shall be deemed to be Borrower's
Liabilities secured hereby, and each Lender or affiliate of a
Lender party to any such Swap Agreement shall be deemed to be a
Secured Party hereunder.

     19.  REPAYMENT OR RECOVERY.  If claim is ever made upon the
Agent or the Secured Parties for repayment or recovery of any
amount or amounts received from Persons other than a Guarantor in
payment or on account of any of the Borrower's Liabilities and
the Agent or the Secured Parties repay all or part of said amount
by reason of (a) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of
its property, or (b) any settlement or compromise of any such
claim effected by the Agent or the Secured Parties with any such
claimant (including the original obligor), then and in such event
each Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon it,
notwithstanding any revocation hereof or the cancellation of any
Note or other instrument evidencing any Borrower's Liabilities or
any security therefor, and each Guarantor shall be and remain
liable to the Agent and the Secured Parties for the amount so
repaid or recovered to the same extent as if such amount had
never originally been received by the Agent or the Secured
Parties.

     20.  SET-OFF.  In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an
Event of Default, each Guarantor agrees that the Agent for the
benefit of the Secured Parties shall  be authorized, to the
fullest extent permitted by applicable law, to set off and apply
all deposits or deposit accounts, of any kind (other than
deposits identified as being held for third parties),  now or

                              7
                              F-8<PAGE>
hereafter pledged, mortgaged, transferred or assigned to the
Agent or otherwise in the possession or control of the Agent
(other than for safekeeping) for any purpose for the account or
benefit of such Guarantor and including any balance of any
deposit account or of any credit of such Guarantor with the Agent
or the Secured Parties, whether now existing or hereafter
established, with or without prior notice (but with notice with
reasonable promptness after such set-off) to such of the
liabilities of such Guarantor to the Agent and the Secured
Parties under the Credit Agreement and the other Loan Documents
then past due and in such amounts as they may elect, and whether
or not the collateral or the responsibility of other Persons
primarily, secondarily or otherwise liable may be deemed
adequate.  For the purposes of this Section 20, all remittances
and property shall be deemed to be in the possession of the Agent
as soon as the same may be put in transit to it by mail or
carrier or by other bailee.

     21.  EXPENSES; INDEMNIFICATION.  Each Guarantor will upon
demand pay to the Agent or any Secured Party, as applicable the
amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts
and agents, which the Agent or such Secured Party may reasonably
incur in connection with enforcement of this Guaranty or the
failure by a Guarantor to perform or observe any of the
provisions hereof.  Without limitation of Section 12.9 of the
Credit Agreement or any other indemnification provision in any
Loan Document, each Guarantor hereby covenants and agrees to pay,
indemnify, and hold the Secured Parties harmless from and against
any and all liabilities, costs, expenses or disbursements of any
kind or nature whatsoever arising in connection with any claim or
litigation by any Person resulting from the execution, delivery,
enforcement, performance and administration of this Guaranty
Agreement or the Loan Documents, or the transactions contemplated
hereby or thereby, or in any respect relating to the Collateral
or any transaction pursuant to which such Guarantor has incurred
any Guarantor's Obligations (all the foregoing, collectively, the
"indemnified liabilities"); provided, however, that such
Guarantor shall have no obligation hereunder with respect to
indemnified liabilities resulting from the willful misconduct or
gross negligence of the Agent or any Lender.  If and to the
extent that the obligations of the Guarantors under this Section
21 are unenforceable for any reason, each Guarantor hereby agrees
to make the maximum contribution to the payment and satisfaction
of such obligations which is permissible under applicable law.
The agreements in this subsection shall survive repayment of all
Secured Obligations and termination or expiration of this
Guaranty Agreement.

     22.  REMEDIES CUMULATIVE.  All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to the Borrowers pursuant
to the Credit Agreement and the extension of credit to the
Borrowers pursuant to the Credit Agreement shall be conclusively
presumed to have been made or extended, respectively, in reliance
upon the Guarantor's guaranty of the Borrower's Liabilities
pursuant to the terms hereof.

     23.  NOTICES.   Any notice required or permitted hereunder
shall be given, (a) with respect to each Guarantor, at the

                               8
                              F-9<PAGE>
address of the Borrowers indicated in Section 12.2 of the Credit
Agreement and (b) with respect to the Agent or a Lender, at the
Agent's address indicated in Section 12.2 of the Credit
Agreement.  All such notices shall be given and shall be
effective as provided in Section  12.2 of the Credit Agreement.

     24.  GOVERNING LAW.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
     APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
     IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
     OUTSIDE SUCH STATE.  

          (b)  EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
     AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
     ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
     TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON,
     STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY
     OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF
     AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE
     NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE
     JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
     IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
     JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
     PROCEEDING.

          (c)  EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY
     BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
     COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
     PREPAID) AND IN ACCORDANCE WITH SECTION 12.2 OF THE CREDIT
     AGREEMENT, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR
     UNDER THE APPLICABLE LAWS IN EFFECT.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF
     SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY
     SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF
     ANY JURISDICTION WHERE THE GUARANTOR OR ANY OF THE
     GUARANTOR'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. 

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
     ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
     OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
     THE FOREGOING, EACH GUARANTOR HEREBY AGREES, TO THE EXTENT
     PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
     PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
     JURY AND EACH GUARANTOR HEREBY WAIVES, TO THE EXTENT
     PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO
     TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

                               9
                              F-10<PAGE>
     25.  SEVERABILITY.  In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof. 

     26.  COUNTERPARTS.  This Guaranty Agreement may be executed
in any number of counterparts and all the counterparts taken
together shall be deemed to constitute one and the same
instrument.




                    [Signature Page Follows.]





                               10
                              F-11
<PAGE>
     IN  WITNESS WHEREOF,  the  parties have  duly executed  this
Guaranty Agreement on the day and year first written above.

                              GUARANTORS:

                              [LIST GUARANTORS]





                              By:________________________________
                              Name:______________________________
                              Title:_____________________________



                        GUARANTY AGREEMENT

                      SIGNATURE PAGE 1 OF __

                              F-12
<PAGE>

                              AGENT:

                              NATIONSBANK OF  TENNESSEE, NATIONAL
                              ASSOCIATION,   as  Agent   for  the
                              Lenders


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________



                        GUARANTY AGREEMENT

                      SIGNATURE PAGE 2 OF __

                              F-13<PAGE>
                            EXHIBIT G

              Form of Interest Rate Selection Notice

To:       NationsBank of Tennessee, National Association,
          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 (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 NationsBank of Tennessee,
National Association, as Agent for the Lenders ("Agent").
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 gives notice to the Agent of the following selection of a
type of Loan  and Interest Period:

Type of Loan             Interest           Aggregate
(check one)               Period(1)          Amount(2)      Date of Loan(3)


Base Rate Loan            ______            _________         ____________

Eurodollar Rate Loan      ______            _________         ____________

__________________________________________________

(1)       For any Eurodollar Rate Loan, 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.
(3)       At least three (3) Business Days later if a Eurodollar
          Rate Loan.


                              MILLER INDUSTRIES, INC.
                              MILLER INDUSTRIES TOWING EQUIPMENT INC.


                              BY:___________________________________
                                      Authorized Representative


                              DATE:_________________________________



                               G-1<PAGE>
                            EXHIBIT H

                   Form of LC Account Agreement

                          [See Attached]



                               H-1<PAGE>
                                 FORM OF
                           LC ACCOUNT AGREEMENT


     THIS LC ACCOUNT AGREEMENT (the "Agreement")  is made and
entered into as of this ____ day of __________, 19___ by and
between MILLER INDUSTRIES, INC., a Tennessee corporation
("Miller"), MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware
corporation ("Miller Towing," and together with Miller, the
"Pledgors" or the "Borrower"),  and NATIONSBANK OF TENNESSEE,
NATIONAL ASSOCIATION,  a national banking association organized
and existing under the laws of the United States, as Agent (the
"Agent") for each of the financial institutions (the "Lenders,"
including any Lender in its capacity as Issuing Bank, and
collectively with the Agent, the "Secured Parties") now or
hereafter party to the Credit Agreement (as defined below).  All
capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned thereto in either or both
of the Credit Agreement.

                       W I T N E S S E T H:


     WHEREAS, the Secured Parties have agreed to provide to the
Borrower a certain revolving credit facility with a letter of
credit sublimit and a swingline sublimit pursuant to the Credit
Agreement dated as of January 30, 1998 among the Borrower, the
Agent and the Lenders (as from time to time amended, revised,
modified, supplemented, or amended and restated the "Credit
Agreement"); and

     WHEREAS, as a condition precedent to the Lenders'
obligations to make the Loans or to issue Letters of Credit, the
Pledgors are required to execute and deliver to the Agent a copy
of this Agreement on or before the Effective Time (as defined
herein);

     WHEREAS, the Secured Parties are unwilling to enter into the
Loan Documents unless the Pledgors enter into this Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Loan Documents and to make Loans and issue Letters
of Credit and in consideration of the premises and the mutual
agreements, provisions and covenants contained herein, the
Pledgors and the Agent hereby agree as follows:

     1.   DEFINITIONS.  The following capitalized terms used in
this Agreement shall have the following meanings notwithstanding
any definition thereof in the Credit Agreement.  Other
capitalized terms used but not defined herein shall have the
meanings therefor set forth in the Credit Agreement.

     "Collateral" means (a) all funds from time to time on
deposit in the LC Account; (b) all Investments and all
certificates and instruments from time to time representing or
evidencing such Investments; (c) all notes, certificates of
deposit, checks and other instruments from time to time hereafter
delivered to or otherwise possessed by the Agent for or on behalf
of the Pledgors in substitution for or in addition to any or all
of the Collateral described in clause (a) or (b) above; (d) all
interest, dividends, cash, instruments and other property from

                              H-2<PAGE>
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Collateral
described in clause (a), (b) or (c) above; and (e) to the extent
not covered by clauses (a) through (d) above, all proceeds of any
or all of the foregoing Collateral.

     AEffective Time" means the Closing Date as defined in the
Credit Agreement.

     "Investments" means those investments, if any, made by the
Agent pursuant to Section 5 hereof.

     "LC Account" means the cash collateral account established
and maintained pursuant to Section 2 hereof.

     "Secured Obligations" means (i) all Obligations of the
Pledgors now existing or hereafter arising under or in respect of
the Credit Agreement or the Notes (including, without limitation,
the Pledgors' obligation to pay principal and interest and all
other charges, fees, expenses, commissions, reimbursements,
indemnities and other payments related to or in respect of the
obligations contained in the Credit Agreement or the Notes) or
any documents or agreement related to the Credit Agreement or the
Notes; and (ii) without duplication, all obligations of the
Pledgors now or hereafter existing under or in respect of this
Agreement, including, without limitation, with respect to all
charges, fees, expenses, commissions, reimbursements, indemnities
and other payments related to or in respect of the obligations
contained in this Agreement.

     2.   LC ACCOUNT; CASH COLLATERALIZATION OF LETTERS OF CREDIT.

          (i)  At any time, in the Agent's sole discretion, the
     Agent shall establish and maintain at its offices  at 100
     North Tryon Street, Charlotte, North Carolina, in the name
     of the Agent and under the sole dominion and control of the
     Agent, a cash collateral account designated as Miller
     Industries, Inc. Cash LC Account  (the "LC Account").

          (ii)      (A) In accordance with Article X of the
     Credit Agreement, in the event that an Event of Default has
     occurred and is continuing and Pledgors are required to
     deposit with the Agent an amount equal to the maximum amount
     remaining undrawn or unpaid under the Letters of Credit, or
     (B) as otherwise agreed by the parties hereto to provide
     cash collateral for the undrawn amount of any Letter of
     Credit other than after the occurrence and during the
     continuation of an Event of Default, the Agent shall, upon
     receipt of any such amounts, deposit such amounts into the
     LC Account to be held pursuant to the terms of this
     Agreement.  Upon a drawing under the Letters of Credit in
     respect of which any amounts described above have been
     deposited in the LC Account, the Agent shall apply such
     amounts to reimburse the Issuing Bank for the amount of such
     drawing.  In the event the Letters of Credit are canceled or
     expire or in the event of any reduction in the maximum
     amount available at any time for drawing under such Letters
     of Credit (the "Maximum Available Amount"), the Agent shall
     apply the amount then in the LC Account less the Maximum


                               2
                              H-3
<PAGE>
     Available Amount immediately after such cancellation,
     expiration or reduction, first, to the cash
     collateralization of the Letters of Credit if the Pledgors
     have failed to pay all or a portion of the maximum amounts
     described in the first sentence of this clause (ii), and
     second, to the payment in full of the outstanding Secured
     Obligations and third, the balance, if any, to the Pledgors
     or as otherwise required by law.

          (iii)     The Agent is hereby authorized to sell, and
     shall sell, all or any designated part of the Collateral (A)
     so long as no Default or Event of Default shall have
     occurred and be continuing, upon the receipt of appropriate
     written instructions from Pledgors, or (B) in any event if
     such sale is necessary to permit the Agent to perform its
     duties hereunder or under the Credit Agreement.  The Agent
     shall have no responsibility and the Pledgors hereby agree
     to hold the Agent and the Lenders harmless for any loss in
     the value of the Collateral resulting from a fluctuation in
     interest rates or otherwise.  The net proceeds of the sale
     or payment of any such investment shall constitute part of
     the Collateral and be held in the LC Account by the Agent.

     3.   PLEDGE; SECURITY FOR SECURED OBLIGATIONS.  The Pledgors
hereby grant and pledge to the Agent, for itself and on behalf of
the Secured Parties, a first priority lien and security interest
in the Collateral now existing or hereafter arising or acquired,
as collateral security for the prompt payment in full when due,
whether at stated maturity, by acceleration or otherwise
(including, without limitation, the payment of  interest and
other amounts which would accrue and become due but for the
filing of a petition in bankruptcy or the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code), of
all Secured Obligations.

     4.   DELIVERY OF COLLATERAL.   All certificates or
instruments, if any, representing or evidencing the Collateral
shall be delivered to the Agent for the benefit of the Secured
Parties in the form of immediately available funds.

     5.   INVESTING OF AMOUNTS IN THE LC ACCOUNT; AMOUNTS HELD BY
THE AGENT.  Cash held by the Agent in the LC Account shall not be
invested or reinvested except as provided in this Section 5.

          (i)  Except as otherwise provided in Section 12 hereof
     and provided that the lien and security interest in favor of
     the Agent for the benefit of the Secured Parties remains
     perfected and so long as no Event of Default shall have
     occurred and be continuing, any funds on deposit in the LC
     Account may, or upon the written request of Pledgors shall,
     be invested by the Agent in cash equivalents.

          (ii)      The Agent shall have no responsibility and
     the Pledgors hereby agree to hold the Agent and the Lenders
     harmless for any loss in the value of the Collateral
     resulting from a fluctuation in interest rates or otherwise. 
     Any interest on Investments permitted hereunder and the net
     proceeds of the sale or payment of any such Investments
     shall constitute part of the Collateral and be held in the
     LC Account by the Agent.

                               3
                              H-4<PAGE>
     6.   REPRESENTATIONS AND WARRANTIES.  In addition to its
representations and warranties made pursuant to Article VII of
the Credit Agreement, the Pledgors represent and warrant to the
Agent (for itself and as agent on behalf of the Secured Parties),
that the following statements are true, correct and complete:

          (i)  At the time the Pledgors deliver the Collateral
     (or any portion thereof) to the Agent, the Pledgors will be
     the legal and beneficial owner of the Collateral free and
     clear of any Lien except for the lien and security interest
     created by this Agreement; and

          (ii) At the time the LC Account has been created and
     the Collateral deposited into the LC Account, the pledge and
     assignment of the Collateral pursuant to this Agreement
     creates a valid and perfected first priority security
     interest in the Collateral, securing the payment of the
     Secured Obligations.

     7.   FURTHER ASSURANCES.  The Pledgors agree that at any
time and from time to time, at the Pledgors' expense, the
Pledgors will promptly execute and deliver to the Agent any
further instruments and documents, and take any further actions,
that may be necessary or that the Agent may reasonably request in
order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Agent to exercise
and enforce its rights and remedies hereunder with respect to any
Collateral.

     8.   TRANSFERS AND OTHER LIENS. Each of the Pledgors agree
that it will not (a) sell or otherwise dispose of any of the
Collateral, or (b) create or permit to exist any Lien upon or
with respect to any of the Collateral, except for the Lien and
security interest created by this Agreement and the Credit
Agreement.

       9.      THE AGENT APPOINTED ATTORNEY-IN FACT.  Pledgors
hereby appoint the Agent as their attorney-in-fact for the
purposes of carrying out the provisions of this Agreement and
taking any action and executing any instrument which the Agent
may deem necessary or advisable to accomplish the purposes
hereof, which appointment is coupled with an interest and is
irrevocable; provided, that the Agent shall have and may exercise
rights under this power of attorney only upon the occurrence and
during the continuance of an Event of Default.  Without limiting
the generality of the foregoing, upon the occurrence and during
the continuation of an Event of Default, the Agent shall have the
power to receive, endorse and collect all instruments made
payable to the Pledgors representing any payment, dividend or
other distribution in respect of the Collateral or any part
thereof and to give full discharge for the same.  In performing
its functions and duties under this Agreement, the Agent shall
act solely for itself and as the agent of the Lenders and the
Agent has not assumed nor shall be deemed to have assumed any
obligation towards or relationship of agency or trust with or for
the Pledgors.

     10.  THE AGENT MAY PERFORM.  If Pledgors fail to perform any
agreement contained herein, after notice to Pledgors, the Agent
may itself perform, or cause performance of, such agreement, and

                               4
                              H-5<PAGE>
the expenses of the Agent incurred in connection therewith shall
be payable by Pledgors under Section 13 hereof.

     11.  STANDARD OF CARE; NO RESPONSIBILITY FOR CERTAIN
MATTERS.  In dealing with the Collateral in its possession, the
Agent shall exercise the same care which it would exercise in
dealing with similar collateral property pledged by others in
transactions of a similar nature, but it shall not be responsible
for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not the Agent has or is
deemed to have knowledge of such matters, (b) taking any steps to
preserve rights against any parties with respect to any
Collateral (other than steps taken in accordance with the
standard of care set forth above to maintain possession of the
Collateral), (c) the collection of any proceeds, (d) any loss
resulting from Investments made pursuant to Section 5 hereof, or
(e) determining (x) the correctness of any statement or
calculation made by the Pledgors in any written instructions, or
(y) whether any deposit in the LC Account is proper.

     12.  REMEDIES UPON ACCELERATION; APPLICATION OF PROCEEDS. 
If the Borrower shall fail to perform any action required
hereunder or shall otherwise breach any term or provision hereof
(a "Default" hereunder) which Default shall not have been waived
in accordance with Section 12.6 of the Credit Agreement:

          (i)   The Agent may and shall at the request of the
     Required Lenders or the Issuing Bank exercise in respect of
     the Collateral, in addition to other rights and remedies
     provided for herein otherwise available to it, all the
     rights and remedies of a secured party on default under the
     Uniform Commercial Code (the "Code") as applicable to the
     Collateral, and the Agent may, without notice except as
     specified below, sell the Collateral or any part thereof in
     one or more parcels at public or private sale, at any
     exchange or broker's board or at any of the Agent's offices
     or elsewhere, for cash, on credit or for future delivery,
     and at such price or prices, and upon such other terms as
     the Agent may deem commercially reasonable.  Pledgors agree
     that, to the extent notice of sale shall be required by law,
     at least ten (10) days' notice to Pledgors of the time and
     place of any public sale or the time after which any private
     sale is to be made shall constitute reasonable notification. 
     The Agent shall not be obligated to make any sale of the
     Collateral regardless of notice of sale having been given. 
     The Agent may adjourn any public or private sale from time
     to time by announcement at the time and place fixed
     therefor, and such sale may, without further notice, be made
     at the time and place to which it was so adjourned. 

          (ii)  In addition to the remedies set forth in part (i)
     above and subject to the      provisions of Section 2(ii)
     hereof, any cash held by the Agent as Collateral and all
     cash proceeds received by the Agent in respect of any sale
     of, collection from, or other realization upon all or part
     of the Collateral shall be applied (after payment of any
     amounts payable to the Agent pursuant to Section 13 hereof)
     by the Agent to pay the Secured Obligations pursuant to
     Section 10.5 of the Credit Agreement.   

                               5
                              H-6<PAGE>
     13.  EXPENSES.  In addition to any payments of expenses of
the Agent pursuant to the Credit Agreement or the other Loan
Documents, the Pledgors agree to pay promptly to the Agent all
the costs and expenses, including reasonable attorneys fees and
expenses, which the Agent may incur in connection with (a) the
custody or preservation of, or the sale of, collection from, or
other realization upon, any of the Collateral, (b) the exercise
or enforcement of any of the rights of the Agent hereunder, or
(c) the failure by the Pledgors to perform or observe any of the
provisions hereof.

     14.  NO DELAYS; WAIVER, ETC.  No delay or failure on the
part of the Agent in exercising, and no course of dealing with
respect to, any power or right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the
Agent of any power or right hereunder preclude other or further
exercise thereof or the exercise of any other power or right.

     15.  AMENDMENTS, ETC.  No amendment, modification,
termination or waiver of any provision of this Agreement, or
consent to any departure by the Pledgors therefrom, shall in any
event be effective without the written concurrence of the Agent.

     16.  CONTINUING SECURITY INTEREST; TERMINATION.  This
Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until
all Secured Obligations (other than Secured Obligations in the
nature of continuing indemnities or expense reimbursement
obligations not yet due and payable) shall have been indefeasibly
paid in full in cash, the commitments or other obligations of the
Agent or any Lender to make any Loan under the Credit Agreement
shall have expired, the Letters of Credit shall have expired and
the Revolving Credit Termination Date shall have occurred, (b) be
binding upon each of the Pledgors, its successors and assigns,
and (c) inure to the benefit of the Agent, the Secured Parties
and their respective successors, transferees and assigns. 
Without limiting the generality of the foregoing clause (c) and
subject to the provisions of the Credit Agreement, any Lender may
assign or otherwise transfer any Note held by it to any other
person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to
such Lender herein or otherwise.  Upon the indefeasible payment
in full in cash of the Secured Obligations (other than Secured
Obligations in the nature of continuing indemnities or expense
reimbursement obligations not yet due and payable), and the
cancellation or expiration of the Letters of Credit and
termination or expiration of all commitments and other
obligations of the Agent and any Lender to make any Loan and the
occurrence of the Revolving Credit Termination Date, Pledgors
shall be entitled, subject to the provisions of Section 12
hereof, to the return, upon its request and at its expense, of
such of the Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

     17.  Successors and Assigns.  Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party and
all covenants, promises, and agreements by or on behalf of the
Pledgors or by and on behalf of the Agent shall bind and inure to
the benefit of the successors and assigns of the Pledgors, the

                               6
                              H-7<PAGE>
Agent and the Lenders.

     18.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given
by the Pledgors to the Agent, for the benefit of the Secured
Parties, to make releases (whether in whole or in part) of all or
any part of the Collateral agreeable to the Agent without notice
to, or the consent, approval or agreement of other parties and
interests, including junior lienors, which releases shall not
impair in any manner the validity of or priority of the Liens and
security interests in the remaining Collateral conferred under
such documents, nor release the Pledgors from personal liability
for the Secured Obligations hereby secured.  Notwithstanding the
existence of any other security interest in the Collateral held
by the Agent, for the benefit of the Secured Parties, the Agent
shall have the right to determine the order in which any or all
of the Collateral shall be subjected to the remedies provided in
this Agreement.  The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Agent, for the
benefit of the Secured Parties, in the manner provided in Section
10.5 of the Credit Agreement.  Each of the Pledgors hereby waives
any and all right to require the marshalling of assets in
connection with the exercise of any of the remedies permitted by
applicable law or provided herein.

     19.    ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the
Secured Parties, and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of:

          (a)  any lack of validity or enforceability of the
     Credit Agreement, any other Loan Document or any other
     agreement or instrument relating to any of the Secured
     Obligations;

          (b)  any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Secured
     Obligations, or any other amendment or waiver of or any
     consent to any departure from the Credit Agreement, any
     other Loan Document or any other agreement or instrument
     relating to any of the Secured Obligations, including but
     not limited to (i) an increase or decrease in the Secured
     Obligations and (ii) an amendment of any Loan Document to
     permit the Agent or the Lenders or any one or more of them
     to extend further or additional credit to the Pledgors in
     any form including credit by way of loan, purchase of
     assets, guarantee or otherwise, which credit shall thereupon
     be and become subject to the Credit Agreement and the other
     Loan Documents as a Secured Obligation;

          (c)  any exchange, release or non-perfection of any
     other collateral, or any release or amendment or waiver of
     or consent to departure from any guaranty, for all or any of
     the Secured Obligations; or

          (d)  any other circumstances (including without
     limitation any statute of limitations) which might otherwise
     constitute a defense available to, or a discharge of, the
     Pledgors or any Guarantor.

     20.  ENTIRE AGREEMENT.  This Agreement, together with the
Credit Agreement, the Guaranty Agreement and other Loan

                               7
                              H-8
<PAGE>
Documents, constitutes and expresses the entire understanding
between the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings,
inducements, commitments or conditions, express or implied, oral
or written, except as herein contained.  The express terms hereof
control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.  Neither this
Agreement nor any portion or provision hereof may be changed,
altered, modified, supplemented, discharged, canceled, terminated
or amended orally or in any manner other than by an agreement, in
writing signed by the parties hereto.

     21.  FURTHER ASSURANCES.  Each of the Pledgors agrees at its
own expense to do such further acts and things, and to execute
and deliver such additional conveyances, assignments, financing
statements, agreements and instruments, as the Agent may at any
time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any
part thereof or in order better to assure and confirm unto the
Agent its rights, powers and remedies for the benefit of the
Secured Parties hereunder.  The Pledgors hereby consent and agree
that the issuers of or obligors in respect of the Collateral
shall be entitled to accept the provisions hereof as conclusive
evidence of the right of the Agent, on behalf of the Secured
Parties, to exercise its rights hereunder with respect to the
Collateral, notwithstanding any other notice or direction to the
contrary heretofore or hereafter given by either of the Pledgors
or any other Person to any of such issuers or obligors. 

     22.  BINDING AGREEMENT; ASSIGNMENT.  This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and to their
respective successors and assigns, except that the Pledgors shall
not be permitted to assign this Agreement or any interest herein
or in the Collateral, or any part thereof, or otherwise pledge,
encumber or grant any option with respect to the Collateral, or
any part thereof, or any cash or property held by the Agent as
Collateral under this Agreement.  All references herein to the
Agent shall include any successor thereof, each Lender and any
other obligees from time to time of the Obligations.

     23.  SWAP AGREEMENTS.  All obligations of the Borrower under
Swap Agreements shall be deemed to be Secured Obligations secured
hereby, and each Lender or affiliate of a Lender party to any
such Swap Agreement shall be deemed to be a Secured Party
hereunder.

     24.  SEVERABILITY.  In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof. 

     25.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and all the counterparts taken together
shall be deemed to constitute one and the same instrument.

     26.  INDEMNIFICATION.  Without limitation of Section 12.9 of
the Credit Agreement or any other indemnification provision in

                               8
                              H-9
<PAGE>
any Loan Document, the Pledgors hereby covenant and agree to pay,
indemnify, and hold the Secured Parties harmless from and against
any and all other out-of-pocket liabilities, costs, expenses or
disbursements of any kind or nature whatsoever arising in
connection with any claim or litigation by any Person resulting
from the execution, delivery, enforcement, performance and
administration of this Agreement or the Loan Documents, or the
transactions contemplated hereby or thereby, or in any respect
relating to the Collateral or any transaction pursuant to which
either of the Pledgors has incurred any Obligation (all the
foregoing, collectively, the "indemnified liabilities");
provided, however, that the Pledgors shall have no obligation
hereunder with respect to indemnified liabilities directly or
primarily  arising from the willful misconduct or gross
negligence of the Agent or any Lender.  The agreements in this
subsection shall survive repayment of all Secured Obligations,
termination or expiration of this Agreement and occurrence of the
Revolving Credit Termination Date.

     27.  REMEDIES CUMULATIVE.  All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to and the issuance of
Letters of Credit for the benefit of the Borrower pursuant to the
Credit Agreement and the extension of the Revolving Credit
Facility to the Borrower pursuant to the Credit Agreement shall
be conclusively presumed to have been made or extended,
respectively, in reliance upon the Pledgors' pledge of the
Collateral pursuant to the terms hereof.

     28.  NOTICES.   Any notice required or permitted hereunder
shall be given, (a) with respect to the Pledgors, at the address
of the Borrower indicated in Section 12.2 of the Credit Agreement
and (b) with respect to the Agent or a Lender, at the Agent's
address indicated in Section 12.2 of the Credit Agreement.  All
such notices shall be given and shall be effective as provided in
Section  12.2 of the Credit Agreement.

     29.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
     APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
     IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
     OUTSIDE SUCH STATE.  

          (b)  EACH OF THE PLEDGORS HEREBY EXPRESSLY AND
     IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT, ACTION OR
     PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
     THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN
     ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF
     HAMILTON, STATE OF TENNESSEE, UNITED STATES OF AMERICA OR
     THE COUNTY OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED
     STATES OF AMERICA, AND, BY THE EXECUTION AND DELIVERY OF
     THIS AGREEMENT, EACH OF THE PLEDGORS EXPRESSLY WAIVES ANY
     OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
     VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
     PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, AND EACH OF THE PLEDGORS HEREBY IRREVOCABLY


                               9
                              H-10<PAGE>
     SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
     ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c)  EACH OF THE PLEDGORS AGREES THAT SERVICE OF
     PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE
     SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH
     SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED
     MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER
     PROVIDED IN SECTION  12.2 OF THE CREDIT AGREEMENT, OR BY ANY
     OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE
     LAWS IN EFFECT.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) or (b) HEREOF
          SHALL PRECLUDE ANY SECURED PARTY FROM BRINGING ANY
     SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT AND ANY LOAN DOCUMENT IN THE COURTS OF ANY
     JURISDICTION WHERE THE PLEDGORS OR ANY OF THE PLEDGORS'
     PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
     ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
     OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
     THEREWITH, EACH PARTY HERETO HEREBY AGREES, TO THE EXTENT
     PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
     PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
     JURY AND HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED
     BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL
     BY JURY IN ANY SUCH ACTION OR PROCEEDING.

                    [Signature page follows.]


                               10
                              H-11
<PAGE>
     IN WITNESS WHEREOF, the undersigned Pledgors and the Agent
have caused this LC Account Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized
as of the date first above written.


                              MILLER INDUSTRIES, INC. 


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________


                              MILLER INDUSTRIES TOWING
                              EQUIPMENT INC. 


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________



                              NATIONSBANK OF TENNESSEE, NATIONAL
                              ASSOCIATION, as Agent for the Lenders


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________




                                LC ACCOUNT AGREEMENT

                                SIGNATURE PAGE 1 OF 1
                              H-12<PAGE>
                            EXHIBIT I

                Form of Negative Pledge Agreement

                          [See Attached]







                               I-1
<PAGE>
                                 FORM OF
                        NEGATIVE PLEDGE AGREEMENT

     THIS AGREEMENT is entered into by and among MILLER
INDUSTRIES, INC., a Tennessee corporation with its principal
offices in Ooltewah, Tennessee ("Miller"), MILLER INDUSTRIES
TOWING EQUIPMENT INC., a Delaware corporation with its principal
offices in Ooltewah, Tennessee ("Miller Towing," and together
with Miller, the "Borrowers"), and EACH OF THE UNDERSIGNED
SUBSIDIARIES OF MILLER (collectively the "Guarantors"), and
NATIONSBANK OF TENNESSEE, NA, a national banking association with
its offices in Chattanooga, Tennessee ("NationsBank")
(hereinafter referred to as "Agent"), as agent for each of the
Lenders (the "Lenders") as a party to the Credit Agreement (as
defined below).  All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit Agreement.

                       W I T N E S S E T H:

     WHEREAS, Borrowers, Agent and Lenders have entered into that
certain Credit Agreement dated as of January 30, 1998 (the
"Credit Agreement") and the Guarantors and the Agent have entered
into that certain Guaranty Agreement dated as of ___________,
19__ (the "Guaranty Agreement"); and

     WHEREAS, pursuant to the Credit Agreement, the Lenders will
advance credit pursuant to the terms and conditions thereof; and

     WHEREAS, as one of the terms of the Credit Agreement,
Borrowers and Guarantors have agreed to execute a Negative Pledge
Agreement whereby Borrowers and Guarantors agree that they will
not sell, lease, transfer or otherwise dispose of, or grant a
lien on, any of their accounts receivable, inventory, equipment
and other assets and any capital stock of the Guarantors, whether
now existing or acquired in the future, without the prior written
consent of Required Lenders until the Revolving Credit
Termination Date, except as specifically permitted by the Credit
Agreement; and

     WHEREAS, in consideration of the mutual covenants and
conditions set forth herein and in consideration of the
extensions of credit by the Lenders to or for the benefit of the
Borrowers and Guarantors contemplated under the Credit Agreement
and the other Loan Documents executed in relation thereto, the
legal sufficiency of which are irrevocably acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

     1.   NEGATIVE PLEDGE.  Borrowers and Guarantors agree that
they will not sell, lease, transfer or otherwise dispose of, or
incur or permit to exist any Lien, charge or encumbrance of any
nature with respect to any of their accounts receivable,
inventory, equipment and other assets and any capital stock of
the Guarantors, whether now existing or acquired in the future
without the prior written consent of the Required Lenders, except
as permitted by the Credit Agreement.

     2.   CERTAIN MORTGAGES PERMITTED.  Nothing contained in this
Negative Pledge Agreement shall be construed to prohibit any
mortgages and other encumbrances on real estate of Champion
Carrier Corporation or any successor thereof located in

                               I-2
<PAGE>
Hermitage, Pennsylvania, granted by Champion Carrier Corporation
or its successor to secure the indebtedness incurred in
purchasing its Hermitage, Pennsylvania facility.

     3.   EFFECT OF DEFAULT.  A breach of the terms and
conditions of this Negative Pledge Agreement shall constitute an
"Event of Default" under Section 10.1 of the Credit Agreement, as
the term "Event of Default" is defined in the Credit Agreement
and the Agent and Lenders shall be entitled to all rights and
remedies as set forth in the Credit Agreement.

     IN WITNESS WHEREOF, the parties intending to be legally
bound have executed this Negative Pledge Agreement as of this
____ day of ________, 19__.

                              BORROWERS:

                              MILLER INDUSTRIES, INC.



                              By:______________________________________
                              Name:___________________________________
                              Title:___________________________________


                              MILLER INDUSTRIES TOWING 
                              EQUIPMENT INC.



                              By:______________________________________
                              Name:___________________________________
                              Title:___________________________________


                               2
                              I-3
<PAGE>
                              GUARANTORS:

                              [LIST GUARANTORS]






                              By:________________________________________
                              Name:_____________________________________
                              Title:______________________________________









                               3
                              I-4
<PAGE>
                              AGENT:



                              NATIONSBANK OF TENNESSEE, NA, as Agent


                              By:______________________________________
                              Name:___________________________________
                              Title:____________________________________









                               4
                              I-5
<PAGE>
STATE OF TENNESSEE

COUNTY OF HAMILTON

     BEFORE ME personally appeared _____________________
__________, with whom I am personally acquainted (or proved to
me on the basis of satisfactory evidence), and who, upon oath,
acknowledged himself to be ____________ President of ___________
_____________, the within-named corporation, and that he as such
officer, executed the foregoing instrument for the purpose therein
contained, by signing the name of the corporation by himself as
such officer.

     WITNESS my hand and seal, at office, on this ________ day
of__________, 19__.



                              _____________________________________
                                        Notary Public

My commission expires:_______________



STATE OF TENNESSEE

COUNTY OF HAMILTON

     BEFORE ME personally appeared ___________________, with whom
I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself
to be ___________ of NationsBank of Tennessee, NA, the within-
named corporation, and that he as such officer, executed the
foregoing instrument for the purpose therein contained, by
signing the name of the corporation by himself as such officer.

     WITNESS my hand and seal, at office, on this ________ day
of__________, 19__.



                              _____________________________________
                                        Notary Public

My commission expires:_______________





                                5
                               I-6
<PAGE>
                           EXHIBIT J-1

                      Form of Revolving Note

                         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 NATIONSBANK OF TENNESSEE,
NATIONAL ASSOCIATION, 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 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 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
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. 
This Note is subject to certain restrictions on transfer or
assignment as provided in the Agreement.

     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 satisfied 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.



                              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:

                                          By:_______________________________
______________________________________    Name:_____________________________
__________ Secretary                      Title:____________________________

(SEAL)



                                         MILLER INDUSTRIES TOWING EQUIPMENT INC.

ATTEST:

                                          By:_______________________________
______________________________________    Name:_____________________________
__________ Secretary                      Title:____________________________

(SEAL)



                               J-1-3<PAGE>
                             EXHIBIT J-2

                      Form of Swing Line Note

                           Promissory Note
                          (Swing Line Loan)


$5,000,000                              Charlotte, North Carolina
                                                 January 30, 1998


     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 NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION (the
"Swing Line Lender"), in its individual capacity, at the office
of NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION, as agent for
the Swing Line Lender (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 FIVE MILLION AND NO/100 DOLLARS ($5,000,000)
or, if less than such principal amount, the aggregate unpaid
principal amount of all Swing Line Loans made by the Swing Line
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 Swing Line 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 Swing
Line 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-2-1<PAGE>
     In the event any amount evidenced by this Swing Line 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 interest due hereunder thereon at the rates
set forth above.

     Interest hereunder shall be computed as provided in the
Agreement.

     This Note is the Swing Line Note referred to in the
Agreement 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 Swing Line Loans evidenced hereby were or are made and
are to be repaid.  This Note is subject to certain restrictions
on transfer or assignment as provided in the Agreement.

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


                              J-2-2<PAGE>
     IN WITNESS WHEREOF, each of the Borrowers has caused this
Swing Line 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:_______________________________
______________________________________    Name:_____________________________
__________ Secretary                      Title:____________________________

(SEAL)



                                         MILLER INDUSTRIES TOWING EQUIPMENT INC.

ATTEST:

                                          By:_______________________________
______________________________________    Name:_____________________________
__________ Secretary                      Title:____________________________

(SEAL)



                               J-2-3<PAGE>
                               EXHIBIT K-1

                 Form of Stock Pledge Agreement (Miller)


                              [See Attached]




                                  K-1-1<PAGE>
                                 FORM OF
                          STOCK PLEDGE AGREEMENT
                        (Miller Industries, Inc.)

     THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and
entered into as of this ____ day of _______, 19__ by and between
MILLER INDUSTRIES, INC., a Tennessee corporation (the "Pledgor"),
and NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the
United States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders" and collectively with the Agent the
"Secured Parties") now or hereafter party to the Credit Agreement
(as defined below).  All capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned
thereto in the Credit Agreement.

                       W I T N E S S E T H:


     WHEREAS, the Secured Parties have agreed to provide to the
Pledgor and to Miller Industries Towing Equipment Inc. ("Miller
Towing," and together with the Pledgor, the "Borrower") certain
credit facilities, including a revolving credit facility with a
letter of credit sublimit and a swing line sublimit, pursuant to
the Credit Agreement dated as of January 30, 1998 among the
Borrower, the Agent and the Lenders (as from time to time
amended, revised, modified, supplemented, or amended and restated
the "Credit Agreement"); and

     WHEREAS, as collateral security for the payment and
performance of the Borrower's Obligations, the Pledgor is willing
to pledge and grant to the Agent for the benefit of the Lenders a
security interest in all of the issued and outstanding shares of
capital stock, whether now in existence or hereafter issued, of
each of its Domestic Subsidiaries, and 65% (or such lesser
percentage as Pledgor shall own) of the issued and outstanding
shares of capital stock or equivalent indicia of ownership under
the law or practice of any foreign jurisdiction, whether now in
existence or hereafter issued, of each of its Direct Foreign
Subsidiaries, all of which are required to be subject to a Pledge
Agreement pursuant to the Credit Agreement (the "Pledged Stock"),
including without limitation the Pledged Stock in such
Subsidiaries more particularly described on Schedule I hereto
(such Subsidiaries, together with all other Subsidiaries whose
capital stock may be required to be subject to a Pledge Agreement
from time to time, are hereinafter referred to collectively as
the "Pledged Subsidiaries"); and

     WHEREAS, the Secured Parties are unwilling to enter into the
Loan Documents unless the Pledgor enters into this Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Loan Documents, to extend credit to the Borrower
and to make loans and advances and issue letters of credit and in
consideration of the premises and the mutual covenants contained
herein, the parties hereto agree as follows:

     1.   PLEDGE OF STOCK; OTHER COLLATERAL.

     (a)  As collateral security for the payment and performance
by the Borrower of its now or hereafter existing Obligations (the
"Secured Obligations"), the Pledgor hereby pledges and

                              K-1-2

<PAGE>
collaterally assigns to the Agent for the benefit of the Lenders,
and grants to the Agent for the benefit of the Lenders a first
priority lien and security interest in, the Pledged Stock and all
of the following:

               (i)  all cash, securities, dividends, rights and
     other property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of
     the Pledged Stock, other than cash dividends permitted to be
     retained by the Pledgor  under Section 9 hereof;

               (ii) all other property hereafter delivered to the
     Agent in substitution for or in addition to any of the
     foregoing, all certificates and instruments representing or
     evidencing such property and all cash, securities, interest,
     dividends, rights, and other property at any time and from
     time to time declared or distributed in respect of or in
     exchange for any or all of the Pledged Stock; and

               (iii)     all proceeds of any of the foregoing.

All such Pledged Stock, certificates, instruments, cash,
securities, interest, dividends, rights and other property
referred to in this Section 1, other than cash dividends issued
in respect of such Pledged Stock that are permitted to be
retained by the Pledgor under Section 9 hereof, are herein
collectively referred to as the "Collateral."  All of the Pledged
Stock described on Schedule I in effect from time to time is
currently owned by the Pledgor and represented by the stock
certificates listed on Schedule I hereto. Certificates evidencing
all the Pledged Stock on the Closing Date, together with stock
powers duly executed in blank by the Pledgor, have been delivered
to the Agent.

     (b)  The Pledgor agrees to deliver all the Collateral to the
Agent at such location or locations as the Agent shall from time
to time designate by written notice pursuant to Section 25 hereof
for its custody at all times until termination of this Agreement,
together with such instruments of assignment and transfer as
requested by the Agent. 

     (c)  The Pledgor agrees to deliver all share certificates,
documents, agreements, financing statements, amendments thereto,
assignments or other writings as the Agent may reasonably request
to carry out the terms of this Agreement or to protect or enforce
the lien and security interest in the Collateral hereunder
granted thereby to the Agent for the benefit of the Lenders and
further agrees to do and cause to be done all things determined
by the Agent to be reasonably necessary to perfect and keep in
full force the Lien in the Collateral hereunder granted thereby
in favor of the Agent for the benefit of the Lenders, including,
but not limited to, the prompt payment of all reasonable out-of-
pocket fees and expenses incurred in connection with any filings
made to perfect or continue the lien and security interest in the
Collateral hereunder granted thereby in favor of the Agent for
the benefit of the Lenders.  The Pledgor agrees to make
appropriate entries upon its books and records (including without
limitation its stock record and transfer books) disclosing the
Lien in the Collateral hereunder granted thereby to the Agent for
the benefit of the Lenders hereunder.


                               2
                             K-1-3
<PAGE>
     (d)  All advances, charges, reasonable costs and reasonable
expenses, including reasonable attorney's fees, incurred or paid
by the Agent or any Lender in exercising any right, power or
remedy conferred by this Agreement, or in the enforcement
thereof, shall become a part of the Secured Obligations and shall
be paid to the Agent for the benefit of the Lenders by the
Pledgor immediately upon demand therefor, with interest thereon
until paid in full at the Default Rate for Base Rate Loans.

     2.   STATUS OF PLEDGED STOCK. The Pledgor hereby represents
and warrants to the Agent for the benefit of the Lenders that (i)
all of the shares of Pledged Stock are validly issued and
outstanding, fully paid and nonassessable and constitute all the
authorized, issued and outstanding shares of common stock of each
of the Pledged Subsidiaries which are Domestic Subsidiaries and
65% (or such lesser percentage as Pledgor owns, as indicated on
Schedule I) of the authorized, issued and outstanding shares of
common stock of each of the Pledged Subsidiaries which are Direct
Foreign Subsidiaries, (ii) the Pledgor is the registered and
record and beneficial owner of such Pledged Stock, free and clear
of all Liens, charges, equities, encumbrances and restrictions on
pledge or transfer (other than the Liens created under the Loan
Documents and applicable restrictions imposed by federal and
state securities law), (iii) the Pledgor has full corporate
power, legal right and lawful authority to execute this Agreement
and to pledge, assign and transfer such Pledged Stock in the
manner and form hereof, and (iv) the pledge, assignment and
delivery of such Pledged Stock by the Pledgor to the Agent for
the benefit of the Lenders pursuant to this Agreement creates,
together with the delivery of the certificates evidencing such
Pledged Stock, which delivery has heretofore been accomplished, a
valid and perfected first priority security interest in such
Pledged Stock in favor of the Agent for the benefit of the
Lenders, securing the payment of the Secured Obligations.  Except
as permitted under Sections 9.5  or 9.7 of the Credit Agreement,
none of the Pledged Stock (nor any interest therein or thereto)
shall be sold, transferred or assigned, nor any Lien created
therein, without the Agent's prior written consent.  The Pledgor
covenants with the Agent for the benefit of the Lenders that it
shall at all times cause the Pledged Stock to be represented by
the certificates now and hereafter delivered to the Agent in
accordance with Section 1 hereof and that it shall not cause,
suffer or permit any of the Pledged Subsidiaries to issue any
capital stock, or securities convertible into, or exercisable or
exchangeable for, capital stock, at any time during the term of
this Agreement other than to the Pledgor and subject to this
Agreement pursuant to Section 23 hereof. 

     3.   PRESERVATION AND PROTECTION OF COLLATERAL.  

     (a)  The Agent shall be under no duty or liability with
respect to the collection, protection or preservation of the
Collateral, or otherwise, other than the obligation to deal with
the Collateral while in its possession in the same manner as the
Agent deals with similar securities or property held as
collateral for loans.

     (b)  The Pledgor agrees to pay when due all taxes, charges,
Liens and assessments against the Collateral, unless being
contested in good faith by appropriate proceedings diligently
conducted and against which adequate reserves have been


                               3
                             K-1-4
<PAGE>
established in accordance with GAAP and evidenced to the
satisfaction of the Agent and provided further that all
enforcement proceedings in the nature of levy or foreclosure are
effectively stayed.  Upon the failure of the Pledgor to so pay or
contest such taxes, charges, Liens or assessments, the Agent at
its option may pay or contest any of them (the Agent having the
sole right to determine the legality or validity and the amount
necessary to discharge such taxes, charges, Liens or
assessments).

     4.   DEFAULT.   Upon the occurrence and during the
continuance of any Event of Default, the Agent is given full
power and authority, then or at any time thereafter, to sell,
assign and deliver or collect the whole or any part of the
Collateral, or any substitute therefor or any addition thereto,
in one or more sales, with or without any previous demands or
demand of performance or, to the extent permitted by law, notice
or advertisement, in such order as the Agent may elect; and any
such sale may be made either at public or private sale at the
Agent's place of business or elsewhere, either for cash or upon
credit or for future delivery, at such price as the Agent may
reasonably deem fair; and the Agent may be the purchaser of any
or all Collateral so sold and hold the same thereafter in its own
right free from any claim of the Pledgor or right of redemption. 
Demands of performance, advertisements and presence of property
and sale and notice of sale are hereby waived to the extent per-
missible by law and the Pledgor acknowledges that the Collateral
is of a type customarily sold on a recognized market.  Any sale
hereunder may be conducted by an auctioneer or any officer or
agent of the Agent. The Pledgor recognizes that the Agent may be
unable to effect a public sale of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as
amended (the "Securities Act"), and applicable law, and may be
otherwise delayed or adversely affected in effecting any sale by
reason of present or future restrictions thereon imposed by
governmental authorities, and that as a consequence of such
prohibitions and restrictions the Agent may be compelled (i) to
resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to
acquire the stock for their own account, for investment and not
with a view to the distribution or resale thereof, or (ii) to
seek regulatory approval of any proposed sale or sales, or
(iii) to limit the amount of Collateral sold to any Person or
group.  The Pledgor agrees and acknowledges that private sales so
made may be at prices and upon terms less favorable to the
Pledgor than if such Collateral was sold either at public sales
or at private sales not subject to other regulatory restrictions,
and that the Agent has no obligation to delay the sale of any of
the Collateral for the period of time necessary to permit the
issuer of such Collateral to register or otherwise qualify the
Pledged Stock, even if such issuer would agree to register or
otherwise qualify for public sale under the Securities Act or
applicable state law.  The Pledgor agrees that private sales made
under the foregoing circumstances will not, for that reason, be
deemed to have been made in a manner which is not commercially
reasonable.  The Pledgor hereby acknowledges that a ready market
may not exist for the Pledged Stock since it is not traded on a
national securities exchange or quoted on an automated quotation
system and agrees and acknowledges that in such event the Pledged
Stock may be sold for an amount less than a pro rata share of the


                               4
                             K-1-5
<PAGE>
fair market value of the issuer's assets minus its liabilities. 
In addition to the foregoing, the Lenders may exercise such other
rights and remedies as may be available under the Loan Documents,
at law or in equity. 

     5.   PROCEEDS OF SALE.  The proceeds of the sale of any of
the Collateral hereunder and all sums received or collected from
or on account of such Collateral shall be applied to the payment
of expenses incurred or paid by the Agent in connection with any
holding, sale, transfer or delivery of the Collateral, to the
payment of any other costs, charges, reasonable attorney's fees
or expenses mentioned herein, and to the payment of the Secured
Obligations or any part thereof, all in such order and manner as
is provided in Section 10.5 of the Credit Agreement and otherwise
as the Agent may determine and as permitted by applicable law. 
The Agent shall, upon satisfaction in full of all such Secured
Obligations, pay any balance to the Pledgor or otherwise as may
be required by applicable law.

     6.   PRESENTMENTS, DEMANDS AND NOTICES.  The Agent shall not
be under any duty or obligation whatsoever to make or give any
presentments, demands for performances, notices of nonper-
formance, protests, notice of protest or notice of dishonor in
connection with any obligations or evidences of indebtedness held
thereby as collateral, or in connection with any obligations or
evidences of indebtedness which constitute in whole or in part
the Secured Obligations secured hereunder. 

     7.   ATTORNEY-IN-FACT. The Pledgor hereby appoints the Agent
as the Pledgor's attorney-in-fact for the purposes of carrying
out the provisions of this Agreement and taking any action and
executing any instrument which the Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is
coupled with an interest and is irrevocable; provided, that the
Agent shall have and may exercise rights under this power of
attorney only upon the occurrence and during the continuance of
an Event of Default.  Without limiting the generality of the
foregoing, upon the occurrence and during the continuance of an
Event of Default, the Agent shall have the right and power to
receive, endorse and collect all checks and other orders for the
payment of money made payable to the Pledgor representing any
dividend, interest payment, principal payment or other distribu-
tion payable or distributable in respect of, or otherwise
constituting, the Collateral or any part thereof and to give full
discharge for the same. 

     8.   WAIVER BY PLEDGOR.  The Pledgor waives (to the extent
permitted by applicable law) any right to require any Secured
Party or any other obligee of the Secured Obligations to (a)
proceed against any other Pledgor or any Person, including
without limitation any Guarantor, (b) proceed against or exhaust
any Collateral or other collateral for the Secured Obligations,
or (c) pursue any other remedy in its power; and waives (to the
extent permitted by applicable law) any defense arising by reason
of any disability or other defense of any other Pledgor or any
other Person, including without limitation any Guarantor, or by
reason of the cessation from any cause whatsoever of the
liability of any other Pledgor or any other Person, including
without limitation, any Guarantor.  The Agent may at any time
deliver (without representation, recourse or warranty) the


                               5
                             K-1-6
<PAGE>
Collateral or any part thereof to the Pledgor and the receipt
thereof by the Pledgor shall be a complete and full acquittance
for the Collateral so delivered, and the Agent shall thereafter
be discharged from any liability or responsibility therefor. 

     9.   DIVIDENDS AND VOTING RIGHTS.  

     (a)  All dividends and other distributions with respect to
the Pledged Stock shall be subject to the pledge hereunder,
except for cash dividends permitted to be made under the Credit
Agreement, which may be retained by the Pledgor so long as no
Event of Default shall have occurred and be continuing, and shall
be retained by the Pledgor free from any Lien hereunder.  Upon
the occurrence and during the continuance of any Event of
Default, all such cash and other dividends shall be promptly
delivered to the Agent if requested by the Agent (together, if
the Agent shall request, with stock powers or instruments of
assignment duly executed in blank affixed to any stock
certificate or other negotiable document or instrument so
distributed) to be held, released or disposed of by it hereunder
or, at the option of the Agent, to be applied to the Secured
Obligations as they become due. 

     (b)  So long as no Event of Default shall have occurred and
be continuing, the registration of the Collateral in the name of
the Pledgor shall not be changed and the Pledgor shall be
entitled to exercise all voting and other rights and powers
pertaining to the Collateral for all purposes not inconsistent
with the terms hereof. 

     (c)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgor to receive and retain dividends upon the Collateral shall
cease and shall thereupon be vested in the Agent for the benefit
of the Lenders.

     (d)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgor to exercise the voting or consensual rights and powers
which it is authorized to exercise with respect to the Collateral
pursuant to subsection (b) above shall cease and the Agent may
thereupon (but shall not be obligated to), at its request, cause
such Collateral to be registered in the name of the Agent or its
nominee or agent for the benefit of the Lenders and exercise such
voting or consensual rights and powers as appertain to ownership
of such Collateral, and to that end the Pledgor hereby appoints
the Agent as its proxy, with full power of substitution, to vote
and exercise all other rights as a shareholder with respect to
the Pledged Stock hereunder upon the occurrence and during the
continuance of any Event of Default, which proxy is coupled with
an interest and is irrevocable prior to termination of this
Agreement as set forth in Section 22 hereof, and the Pledgor
hereby agrees to provide such further proxies as the Agent may
request; provided, however, that the Agent in its discretion may
from time to time refrain from exercising, and shall not be
obligated to exercise, any such voting or consensual rights or
such proxy. 

     10.  POWER OF SALE.  Until all of the Secured Obligations
shall have irrevocably been paid in full, the power of sale and

                               6
                             K-1-7
<PAGE>
other rights, powers and remedies granted to the Agent for the
benefit of the Lenders hereunder shall continue to exist and may
be exercised by the Agent at any time and from time to time
irrespective of the fact that any Secured Obligations or any part
thereof may have become barred by any statute of limitations or
that the liability of the Pledgor may have ceased. 

     11.  OTHER RIGHTS.  The rights, powers and remedies given to
the Agent for the benefit of the Lenders by this Agreement shall
be in addition to all rights, powers and remedies given to any
Lenders by virtue of any statute or rule of law.  Any forbearance
or failure or delay by the Agent in exercising any right, power
or remedy hereunder shall not be deemed to be a waiver of such
right, power or remedy, and any single or partial exercise of any
right, power or remedy hereunder shall not preclude the further
exercise thereof.  Every right, power and remedy of the Lenders
shall continue in full force and effect until such right, power
or remedy is specifically waived by the Required Lenders by an
instrument in writing.

     12.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given
by the Pledgor to the Agent, for the benefit of the Secured
Parties, to make releases (whether in whole or in part) of all or
any part of the Collateral agreeable to the Agent without notice
to, or the consent, approval or agreement of other parties and
interests, including junior lienors, which releases shall not
impair in any manner the validity of or priority of the Liens and
security interests in the remaining Collateral conferred under
such documents, nor release the Pledgor from personal liability
for the Secured Obligations hereby secured.  Notwithstanding the
existence of any other security interest in the Collateral held
by the Agent, for the benefit of the Secured Parties, the Agent
shall have the right to determine the order in which any or all
of the Collateral shall be subjected to the remedies provided in
this Agreement.  The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Agent, for the
benefit of the Secured Parties, in the manner provided in Section
10.5 of the Credit Agreement.  The Pledgor hereby waives any and
all right to require the marshalling of assets in connection with
the exercise of any of the remedies permitted by applicable law
or provided herein.

     13.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the
Secured Parties, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of:

          (a)  any lack of validity or enforceability of the
     Credit Agreement, any other Loan Document or any other
     agreement or instrument relating to any of the Secured
     Obligations;

          (b)  any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Secured
     Obligations, or any other amendment or waiver of or any
     consent to any departure from the Credit Agreement, any
     other Loan Document or any other agreement or instrument
     relating to any of the Secured Obligations;

          (c)  any exchange, release or non-perfection of any
     other collateral, or any release or amendment or waiver of



                               7
                             K-1-8
<PAGE>
     or consent to departure from any guaranty, for all or any of
     the Secured Obligations; or

          (d)  any other circumstances which might otherwise
     constitute a defense available to, or a discharge of, the
     Pledgor in respect of the Secured Obligations or of this
     Agreement.

     14.  DEFINITIONS.  All terms used herein unless otherwise
defined in the Credit Agreement shall be defined in accordance
with the appropriate definitions appearing in the Uniform
Commercial Code as in effect in Georgia, and such definitions are
hereby incorporated herein by reference and made a part hereof.

     15.  ENTIRE AGREEMENT; WAIVERS.  This Agreement, together
with the Credit Agreement, the Guaranty Agreement and other Loan
Documents, constitutes and expresses the entire understanding
between the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings,
inducements, commitments or conditions, express or implied, oral
or written, except as herein contained.  The express terms hereof
control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.  Neither this
Agreement nor any portion or provision hereof may be changed,
altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an
agreement, in writing signed by the parties hereto. No waiver of
any provision of this Pledge Agreement nor consent to any
departure by Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the Agent, and
then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it is
given.

     16.  FURTHER ASSURANCES.  The Pledgor agrees at its own
expense to do such further acts and things, and to execute and
deliver such additional conveyances, assignments, financing
statements, agreements and instruments, as the Agent may at any
time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any
part thereof or in order better to assure and confirm unto the
Agent its rights, powers and remedies for the benefit of the
Lenders hereunder.  The Pledgor hereby consents and agrees that
the issuers of or obligors in respect of the Collateral shall be
entitled to accept the provisions hereof as conclusive evidence
of the right of the Agent, on behalf of the Lenders, to exercise
its rights hereunder with respect to the Collateral,
notwithstanding any other notice or direction to the contrary
heretofore or hereafter given by the Pledgor or any other Person
to any of such issuers or obligors. The Agent may from time to
time, at its option, perform any act which Pledgor agrees
hereunder to perform and which Pledgor shall fail to perform
after being requested in writing to so perform and the Agent may
from time to time take any other action which the Agent
reasonably deems necessary for the maintenance, preservation or
protection of any of the Pledged Collateral or of the security
interest therein.

     17.  BINDING AGREEMENT; ASSIGNMENT.  This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and


                               8
                             K-1-9<PAGE>
inure to the benefit of the parties hereto, and to their
respective successors and assigns, except that Pledgor shall not
assign this Agreement or any interest herein or in the
Collateral, or any part thereof, or otherwise pledge, encumber or
grant any option with respect to the Collateral, or any part
thereof, or any cash or property held by the Agent as Collateral
under this Agreement.  All references herein to the Agent shall
include any successor thereof, each Lender and any other obligees
from time to time of the Secured Obligations.

     18.  SWAP AGREEMENTS.  All obligations of the Borrower under
Swap Agreements shall be deemed to be Secured Obligations secured
hereby, and each Lender or affiliate of a Lender party to any
such Swap Agreement shall be deemed to be a Secured Party
hereunder.

     19.  SEVERABILITY.  In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof. 

     20.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and all the counterparts taken together
shall be deemed to constitute one and the same instrument.

     21.  EXPENSES; INDEMNIFICATION.  Upon demand, Pledgor will
pay, to the Agent the amount of any and all expenses, including
the reasonable fees and disbursements of its counsel and of any
experts, which the Agent may incur in connection with the
administration of this Pledge Agreement or any instrument
relating hereto, the removal, custody, preservation, use or
operation of, or the sale of, collection from, or other
realization upon, any of the Collateral, the exercise or
enforcement of any of the rights of the Agent and the Secured
Parties with respect to Collateral, the failure by Pledgor to
perform or observe any of the provisions hereof or the
advancement of any funds in connection with actions taken
pursuant to this Agreement. Without limitation of Section 12.9 of
the Credit Agreement or any other indemnification provision in
any Loan Document, the Pledgor hereby covenants and agrees to
pay, indemnify, and hold the Secured Parties harmless from and
against any and all out-of-pocket liabilities, costs, expenses or
disbursements of any kind or nature whatsoever arising in
connection with any claim or litigation by any Person resulting
from the execution, delivery, enforcement, performance and
administration of this Agreement or the Loan Documents, or the
transactions contemplated hereby or thereby, or in any respect
relating to the Collateral or any transaction pursuant to which
the Pledgor has incurred any Obligation (all the foregoing,
collectively, the "Indemnified liabilities"); provided, however,
that the Pledgor shall have no obligation hereunder with respect
to indemnified liabilities resulting from the willful misconduct
or gross negligence of the Agent or any Lender.  The agreements
in this subsection shall survive repayment of all Secured
Obligations and termination or expiration of this Agreement.

     22.  TERMINATION.  This Agreement and all obligations of the
Pledgor hereunder shall terminate on irrevocable payment in full


                               9
                             K-1-10
<PAGE>
of the Secured Obligations, at which time the Liens and rights
granted to the Agent for the benefit of the Lenders hereunder
shall automatically terminate and no longer be in effect, and the
Collateral shall automatically be released from the Liens created
hereby.  Upon such termination of this Agreement, the Agent
shall, at the sole expense of the Pledgor, deliver to the Pledgor
the certificates evidencing the Pledged Stock (and any other
property received as a dividend or distribution or otherwise in
respect of the Pledged Stock then in its custody), together with
any cash then constituting the Collateral, not then sold or
otherwise disposed of in accordance with the provisions hereof
and take such further actions as may be necessary to effect the
same and as shall be reasonably acceptable to the Agent.

     23.  ADDITIONAL SHARES.  If the Pledgor shall acquire or
hold (a) any additional shares of capital stock of any Pledged
Subsidiary or (b) any shares of capital stock of any Subsidiary
not listed on Schedule I hereto which are required to be subject
to a Pledge Agreement pursuant to the terms of Article IV or any
other provision of the Credit Agreement (any such shares
described in clauses (a) or (b) above being referred to herein as
the "Additional Shares"), the Pledgor shall deliver to the Agent
for the benefit of the Lenders (i) a revised Schedule I hereto
reflecting the ownership and pledge of such Additional Shares and
(ii) a Stock Pledge Agreement Supplement in the form of Exhibit A
hereto with respect to such Additional Shares duly completed and
signed by the Pledgor. The Pledgor shall comply with the
requirements of this Section 23 concurrently with the acquisition
of any such Additional Shares in the case of shares described in
clause (a) above, and within the time period specified in Article
IV or elsewhere in the Credit Agreement with respect to shares
described in clause (b) above.

     24.  REMEDIES CUMULATIVE.  All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to the Borrower pursuant to
the Credit Agreement, and the issuing of Letters of Credit for
the benefit of the Borrower, shall be conclusively presumed to
have been made or extended, respectively, in reliance upon the
Pledgor's grant of the Lien on the Collateral hereunder.

     25.  NOTICES.  Any notice required or permitted hereunder
shall be given, (a) with respect to the Pledgor, at its address
indicated in Section 12.2 of the Credit Agreement and (b) with
respect to the Agent or a Lender, at the Agent's address
indicated in Section 12.2 of the Credit Agreement.  All such
notices shall be given and shall be effective as provided in
Section  12.2 of the Credit Agreement.

     26.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. 

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
     APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
     IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
     OUTSIDE SUCH STATE.  


                               10
                             K-1-11
<PAGE>
          (b)  THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY
     AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
     ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
     TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON,
     STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY
     OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF
     AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, THE PLEDGOR EXPRESSLY WAIVES ANY OBJECTION THAT
     IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR
     TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY,
     ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND
     THE PLEDGOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND
     UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY
     SUCH SUIT, ACTION OR PROCEEDING.

          (c)  THE PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE
     MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
     COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
     PREPAID) TO THE ADDRESS OF THE PLEDGOR PROVIDED IN SECTION 
     12.2 OF THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF
     SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT. 

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) or (b) HEREOF
          SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING
     ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT OR ANY LOAN DOCUMENT IN THE COURTS OF ANY
     JURISDICTION WHERE THE PLEDGOR OR ANY OF THE PLEDGOR'S
     PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. 

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
     ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
     OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
     THEREWITH, THE PLEDGOR AND THE AGENT ON BEHALF OF THE
     LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
     BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
     WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
     SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.


                               11
                             K-1-12
<PAGE>
     IN WITNESS WHEREOF, the parties have duly executed this
Stock Pledge Agreement on the day and year first written above. 

                              PLEDGOR:

                              MILLER INDUSTRIES, INC.  


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________





                              AGENT:

                              NATIONSBANK OF TENNESSEE, NATIONAL
                              ASSOCIATION, as Agent for the
                              Lenders


                              By:________________________________
                              Name:______________________________
                              Title:_____________________________





                                      STOCK PLEDGE AGREEMENT


                                     SIGNATURE PAGE 1 OF 1
                             K-1-13
<PAGE>
                            SCHEDULE I

<TABLE>
<CAPTION>
         Name of Issuer        Pledgor/       Class of      Total       Par        Number         Number of     Certificate
                               Owner(s)        Stock       Number      Value      of Shares         Shares         No(s).
                                              Pledged     of Shares     Per       Issued and       Pledged
                                                         Authorized    Share     Outstanding
---------------------------------------------------------------------------------------------------------------------------
         <S>                  <S>             <C>        <C>           <C>       <C>               <C>          <C>

---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                             K-1-14




<PAGE>
                                EXHIBIT A


                    STOCK PLEDGE AGREEMENT SUPPLEMENT

     THIS STOCK PLEDGE AGREEMENT SUPPLEMENT  (this "Supplement"),
dated as of ______________, 199__ is made by and between MILLER
INDUSTRIES, INC., a Tennessee corporation (the "Pledgor"), and
NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the
United States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders") now or hereafter party to the Credit
Agreement dated as of January 30, 1998 among such Lenders, the
Agent, Pledgor and Miller Industries Towing Equipment Inc.  All
capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned thereto in the Stock Pledge
Agreement (as defined below).

     WHEREAS,  the Pledgor is a party to that certain Stock
Pledge Agreement dated as of _______________, 19__ by the Pledgor
in favor of the Agent for the benefit of the Lenders (the "Stock
Pledge Agreement"); and

     WHEREAS,  the Pledgor is required under the terms of  the
Credit Agreement and the Stock Pledge Agreement to cause certain
shares of capital stock held by it and listed on Annex A to this
Supplement  (the "Additional Shares") to become subject to the
Stock Pledge Agreement; and

     WHEREAS,  a material part of the consideration given in
connection with and as an inducement to the execution and
delivery of the Credit Agreement by the Agent and the Lenders was
the obligation of the Pledgor to pledge to the Agent for the
benefit of the Lenders the Additional Shares, whether then owned
and not required to be subject to a pledge or subsequently
acquired or created; and

     WHEREAS,  the Agent and the Lenders have required the
Pledgor  to pledge to the Agent for the benefit of the Lenders
all of the Additional Shares in accordance with the terms of the
Credit Agreement and the Stock Pledge Agreement;

     NOW, THEREFORE, the Pledgor hereby agrees as follows with
the Agent, for the benefit of the Lenders:

     1.   The Pledgor hereby reaffirms and acknowledges the
pledge and collateral assignment to, and the grant of security
interest in, the Collateral contained in the Stock Pledge
Agreement and pledges and collaterally assigns to the Agent for
the benefit of the Lenders, and grants to the Agent for the
benefit of the Lenders a first priority lien and security
interest in, the Additional Shares and all of the following:

          (a)  all cash, securities, dividends, rights, and other
     property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of
     the Additional Shares, other than cash dividends permitted
     to be retained by the Pledgor under Section 9 of the Pledge
     Agreement; 

          (b)  all other property hereafter delivered to the

                             K-1-15<PAGE>
     Agent in substitution for or in addition to any of the
     foregoing, all certificates and instruments representing or
     evidencing such property and all cash, securities, interest,
     dividends, rights, and other property at any time and from
     time to time declared or distributed in respect of or in
     exchange for any or all of the Additional Shares; and

          (c)  all proceeds of any of the foregoing.

The Pledgor hereby acknowledges, agrees and confirms that, by its
execution of this Supplement, the Additional Shares constitute
"Pledged Stock" under and are subject to the Pledge Agreement. 
Each of the representations and warranties with respect to
Pledged Stock contained in the Pledge Agreement is hereby made by
the Pledgor with respect to the Additional Shares.  A revised
Schedule I to the Pledge Agreement reflecting the Additional
Shares and all other Pledged Stock, together with stock
certificates representing the Additional Shares with stock powers
duly executed in blank by the Pledgor, have been delivered
herewith to the Agent.

     IN WITNESS WHEREOF, the Pledgor has caused this Supplement
to be duly executed by its authorized officer as of the day and
year first above written.


                              MILLER INDUSTRIES, INC.

                              By:________________________________
                              Name:______________________________
                              Title:_____________________________


Acknowledged and accepted:

NATIONSBANK OF TENNESSEE, 
NATIONAL ASSOCIATION, 
as Agent for the Lenders

By:________________________________
Name:______________________________
Title:_____________________________

                             K-1-16
<PAGE>
                             ANNEX A

                        Additional Shares
<TABLE>
<CAPTION>
 Name of Pledged             Class of Stock                  Total Number of     Certificate Numbers
Subsidiary or Issuer         --------------                  Shares Pledged      -------------------
--------------------                                         --------------
<S>                          <C>                             <C>                 <C>

</TABLE>

                             K-1-17<PAGE>
                               EXHIBIT K-2

          Form of Stock Pledge Agreement (Domestic Subsidiaries)


                              [See Attached]




                              K-2-1<PAGE>
                                 FORM OF
                          STOCK PLEDGE AGREEMENT
                            (US Subsidiaries)
 
     THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and
entered into as of this ____ day of ________, 19__ by and between
EACH OF THE UNDERSIGNED direct and indirect subsidiaries of
Miller Industries, Inc. ("Miller"), a Tennessee corporation (the
"Pledgors", and each individually a "Pledgor"), and NATIONSBANK
OF TENNESSEE, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United
States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders" and collectively with the Agent the
"Secured Parties") now or hereafter party to the Credit Agreement
(as defined below).  All capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned
thereto in the Credit Agreement.

                       W I T N E S S E T H:


     WHEREAS, the Secured Parties have agreed to provide to
Miller and to Miller Industries Towing Equipment Inc., a Delaware
company ("Miller Towing," and together with Miller, the
"Borrower"), certain credit facilities, including a revolving
credit facility with a letter of credit sublimit and a swing line
sublimit, pursuant to the Credit Agreement dated as of January
30, 1998 among the Borrower, the Agent and the Lenders (as from
time to time amended, revised, modified, supplemented, or amended
and restated the "Credit Agreement"); and

     WHEREAS, all or some of the Pledgors have entered into the
Credit Agreement or that certain Guaranty Agreement dated as of
___________, 19__ in favor of the Agent for the benefit of the
Lenders; and

     WHEREAS, as collateral security for the payment and
performance of the Borrower's Obligations and the Guarantors'
Obligations (as defined in the Guaranty), each Pledgor is willing
to pledge and grant to the Agent for the benefit of the Lenders a
security interest in all of the issued and outstanding shares of
capital stock, whether now in existence or hereafter issued, of
each of its subsidiaries which are Domestic Subsidiaries, and 65%
(or such lesser percentage as such Pledgor shall own) of the
issued and outstanding shares of capital stock or equivalent
indicia of ownership under the law or practice of any foreign
jurisdiction, whether now in existence or hereafter issued, of
each of its subsidiaries which are Direct Foreign Subsidiaries,
all of which are required to be subject to a Pledge Agreement
pursuant to the Credit Agreement (the "Pledged Stock"), including
without limitation the Pledged Stock in such Subsidiaries more
particularly described on Schedule I hereto (such Subsidiaries,
together with all other Subsidiaries whose capital stock may be
required to be subject to a Pledge Agreement from time to time,
are hereinafter referred to collectively as the "Pledged
Subsidiaries"); and

     WHEREAS, the Lenders are unwilling to enter into the Loan
Documents unless each Pledgor enters into this Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Loan Documents, to extend credit to the Borrower

                              K-2-2
<PAGE>
and to make loans and advances and issue letters of credit and in
consideration of the premises and the mutual covenants contained
herein, the parties hereto agree as follows:

     1.   PLEDGE OF STOCK; OTHER COLLATERAL.

     (a)  As collateral security for the payment and performance
by the Borrower of its now or hereafter existing Obligations and
by the Pledgors of their now or hereafter existing liabilities
and obligations under the Guaranty (collectively with the
Obligations, the "Secured Obligations"), each Pledgor hereby
pledges and collaterally assigns to the Agent for the benefit of
the Lenders, and grants to the Agent for the benefit of the
Lenders a first priority lien and security interest in, the
Pledged Stock and all of the following:

               (i)  all cash, securities, dividends, rights and
     other property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of
     the Pledged Stock, other than cash dividends permitted to be
     retained by the Pledgors  under Section 9 hereof;

               (ii) all other property hereafter delivered to the
     Agent in substitution for or in addition to any of the
     foregoing, all certificates and instruments representing or
     evidencing such property and all cash, securities, interest,
     dividends, rights, and other property at any time and from
     time to time declared or distributed in respect of or in
     exchange for any or all of the Pledged Stock; and

               (iii)     all proceeds of any of the foregoing.

All such Pledged Stock, certificates, instruments, cash,
securities, interest, dividends, rights and other property
referred to in this Section 1, other than cash dividends issued
in respect of such Pledged Stock that are permitted to be
retained by the Pledgors under Section 9 hereof, are herein
collectively referred to as the "Collateral."  All of the Pledged
Stock described on Schedule I in effect from time to time is
currently owned by the respective Pledgors and represented by the
stock certificates listed on Schedule I hereto. Certificates
evidencing all the Pledged Stock on the Closing Date, together
with stock powers duly executed in blank by the Pledgors, have
been delivered to the Agent.

     (b)  Each Pledgor agrees to deliver all the Collateral to
the Agent at such location or locations as the Agent shall from
time to time designate by written notice pursuant to Section 25
hereof for its custody at all times until termination of this
Agreement, together with such instruments of assignment and
transfer as requested by the Agent. 

     (c)  Each Pledgor agrees to deliver all share certificates,
documents, agreements, financing statements, amendments thereto,
assignments or other writings as the Agent may reasonably request
to carry out the terms of this Agreement or to protect or enforce
the lien and security interest in the Collateral hereunder
granted thereby to the Agent for the benefit of the Lenders and
further agrees to do and cause to be done all things determined
by the Agent to be reasonably necessary to perfect and keep in

                               2
                              K-2-3
<PAGE>
full force the Lien in the Collateral hereunder granted thereby
in favor of the Agent for the benefit of the Lenders, including,
but not limited to, the prompt payment of all reasonable out-of-
pocket fees and expenses incurred in connection with any filings
made to perfect or continue the lien and security interest in the
Collateral hereunder granted thereby in favor of the Agent for
the benefit of the Lenders.  Each Pledgor agrees to make
appropriate entries upon its books and records (including without
limitation its stock record and transfer books) disclosing the
Lien in the Collateral hereunder granted thereby to the Agent for
the benefit of the Lenders hereunder.

     (d)  All advances, charges, reasonable costs and reasonable
expenses, including reasonable attorney's fees, incurred or paid
by any Secured Party in exercising any right, power or remedy
conferred by this Agreement, or in the enforcement thereof, shall
become a part of the Secured Obligations and shall be paid to the
Agent for the benefit of the Lenders by the Pledgors immediately
upon demand therefor, with interest thereon until paid in full at
the Default Rate for Base Rate Loans.

     2.   STATUS OF PLEDGED STOCK. Each Pledgor hereby represents
and warrants to the Agent for the benefit of the Lenders that (i)
all of the shares of Pledged Stock are validly issued and
outstanding, fully paid and nonassessable and constitute all the
authorized, issued and outstanding shares of common stock of each
of the Pledged Subsidiaries of such Pledgor which are Domestic
Subsidiaries and at least 65% (or such lesser percentage as is
owned by such Pledgor and indicated on Schedule I) of the
authorized, issued and outstanding shares of common stock of each
of the Pledged Subsidiaries of such Pledgor which are Direct
Foreign Subsidiaries, (ii) such Pledgor is the registered and
record and beneficial owner of such Pledged Stock, free and clear
of all Liens, charges, equities, encumbrances and restrictions on
pledge or transfer (other than the Liens created under the Loan
Documents and restrictions imposed by applicable federal or state
securities law), (iii) such Pledgor has full corporate power,
legal right and lawful authority to execute this Agreement and to
pledge, assign and transfer such Pledged Stock in the manner and
form hereof, and (iv) the pledge, assignment and delivery of such
Pledged Stock by such Pledgor to the Agent for the benefit of the
Lenders pursuant to this Agreement creates, together with the
delivery of the certificates evidencing such Pledged Stock, which
delivery has heretofore been accomplished, a valid and perfected
first priority security interest in such Pledged Stock in favor
of the Agent for the benefit of the Lenders, securing the payment
of the Secured Obligations.  Except as permitted under Sections
9.5  or 9.7 of the Credit Agreement, none of the Pledged Stock
(nor any interest therein or thereto) shall be sold, transferred
or assigned, nor any Lien created therein, without the Agent's
prior written consent. Each Pledgor covenants with the Agent for
the benefit of the Lenders that it shall at all times cause the
Pledged Stock to be represented by the certificates now and
hereafter delivered to the Agent in accordance with Section 1
hereof and that it shall not cause, suffer or permit any of the
Pledged Subsidiaries to issue any capital stock, or securities
convertible into, or exercisable or exchangeable for, capital
stock, at any time during the term of this Agreement other than
to the Pledgors and subject to this Agreement pursuant to Section
23 hereof. 

                               3
                              K-2-4
<PAGE>
     3.   PRESERVATION AND PROTECTION OF COLLATERAL.  

     (a)  The Agent shall be under no duty or liability with
respect to the collection, protection or preservation of the
Collateral, or otherwise, other than the obligation to deal with
the Collateral while in its possession in the same manner as the
Agent deals with similar securities or property held as
collateral for loans.

     (b)  Each Pledgor agrees to pay when due all taxes, charges,
Liens and assessments against the Collateral in which it has an
interest, unless being contested in good faith by appropriate
proceedings diligently conducted and against which adequate
reserves have been established in accordance with GAAP and
evidenced to the satisfaction of the Agent and provided further
that all enforcement proceedings in the nature of levy or
foreclosure are effectively stayed.  Upon the failure of the
Pledgors to so pay or contest such taxes, charges, Liens or
assessments, the Agent at its option may pay or contest any of
them (the Agent having the sole right to determine the legality
or validity and the amount necessary to discharge such taxes,
charges, Liens or assessments).

     4.   DEFAULT.   Upon the occurrence and during the
continuance of any Event of Default, the Agent is given full
power and authority, then or at any time thereafter, to sell,
assign and deliver or collect the whole or any part of the
Collateral, or any substitute therefor or any addition thereto,
in one or more sales, with or without any previous demands or
demand of performance or, to the extent permitted by law, notice
or advertisement, in such order as the Agent may elect; and any
such sale may be made either at public or private sale at the
Agent's place of business or elsewhere, either for cash or upon
credit or for future delivery, at such price as the Agent may
reasonably deem fair; and the Agent may be the purchaser of any
or all Collateral so sold and hold the same thereafter in its own
right free from any claim of the Pledgors or right of redemption. 
Demands of performance, advertisements and presence of property
and sale and notice of sale are hereby waived to the extent per-
missible by law and the Pledgors acknowledge that the Collateral
is of a type customarily sold on a recognized market.  Any sale
hereunder may be conducted by an auctioneer or any officer or
agent of the Agent. Each Pledgor recognizes that the Agent may be
unable to effect a public sale of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as
amended (the "Securities Act"), and applicable law, and may be
otherwise delayed or adversely affected in effecting any sale by
reason of present or future restrictions thereon imposed by
governmental authorities, and that as a consequence of such
prohibitions and restrictions the Agent may be compelled (i) to
resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to
acquire the stock for their own account, for investment and not
with a view to the distribution or resale thereof, or (ii) to
seek regulatory approval of any proposed sale or sales, or
(iii) to limit the amount of Collateral sold to any Person or
group.  Each Pledgor agrees and acknowledges that private sales
so made may be at prices and upon terms less favorable to the
Pledgors than if such Collateral was sold either at public sales
or at private sales not subject to other regulatory restrictions,

                               4
                              K-2-5
<PAGE>
and that the Agent has no obligation to delay the sale of any of
the Collateral for the period of time necessary to permit the
issuer of such Collateral to register or otherwise qualify the
Pledged Stock, even if such issuer would agree to register or
otherwise qualify for public sale under the Securities Act or
applicable state law. Such Pledgor agrees that private sales made
under the foregoing circumstances will not, for that reason, be
deemed to have been made in a manner which is not commercially
reasonable. Each Pledgor hereby acknowledges that a ready market
may not exist for the Pledged Stock since it is not traded on a
national securities exchange or quoted on an automated quotation
system and agrees and acknowledges that in such event the Pledged
Stock may be sold for an amount less than a pro rata share of the
fair market value of the issuer's assets minus its liabilities. 
In addition to the foregoing, the Lenders may exercise such other
rights and remedies as may be available under the Loan Documents,
at law or in equity. 

     5.   PROCEEDS OF SALE.  The proceeds of the sale of any of
the Collateral hereunder and all sums received or collected
hereunder from or on account of such Collateral shall be applied
to the payment of expenses incurred or paid by the Agent in
connection with any holding, sale, transfer or delivery of the
Collateral, to the payment of any other costs, charges,
reasonable attorney's fees or expenses mentioned herein, and to
the payment of the Secured Obligations or any part thereof, all
in such order and manner as is provided in Section 10.5 of the
Credit Agreement and otherwise as the Agent may determine and as
permitted by applicable law.  The Agent shall, upon satisfaction
in full of all such Secured Obligations, pay any balance to the
Pledgors or otherwise as may be required by applicable law.

     6.   PRESENTMENTS, DEMANDS AND NOTICES.  The Agent shall not
be under any duty or obligation whatsoever to make or give any
presentments, demands for performances, notices of nonper-
formance, protests, notice of protest or notice of dishonor in
connection with any obligations or evidences of indebtedness held
thereby as collateral, or in connection with any obligations or
evidences of indebtedness which constitute in whole or in part
the Secured Obligations secured hereunder. 

     7.   ATTORNEY-IN-FACT. Each Pledgor hereby appoints the
Agent as such Pledgor's attorney-in-fact for the purposes of
carrying out the provisions of this Agreement and taking any
action and executing any instrument which the Agent may deem
necessary or advisable to accomplish the purposes hereof, which
appointment is coupled with an interest and is irrevocable;
provided, that the Agent shall have and may exercise rights under
this power of attorney only upon the occurrence and during the
continuance of an Event of Default.  Without limiting the
generality of the foregoing, upon the occurrence and during the
continuance of an Event of Default, the Agent shall have the
right and power to receive, endorse and collect all checks and
other orders for the payment of money made payable to such
Pledgor representing any dividend, interest payment, principal
payment or other distribution payable or distributable in respect
of, or otherwise constituting, the Collateral or any part thereof
and to give full discharge for the same. 



                               5
                              K-2-6
<PAGE>
     8.   WAIVER BY PLEDGORS.  Each Pledgor waives (to the extent
permitted by applicable law) any right to require the Agent or
any Lender or any other obligee of the Secured Obligations to (a)
proceed against any other Pledgor or any Person, including
without limitation any Guarantor, (b) proceed against or exhaust
any Collateral or other collateral for the Secured Obligations,
or (c) pursue any other remedy in its power; and waives (to the
extent permitted by applicable law) any defense arising by reason
of any disability or other defense of any other Pledgor or any
other Person, including without limitation any Guarantor, or by
reason of the cessation from any cause whatsoever of the
liability of any other Pledgor or any other Person, including
without limitation, any Guarantor.  The Agent may at any time
deliver (without representation, recourse or warranty) the
Collateral or any part thereof to any Pledgor who has an interest
therein and the receipt thereof by such Pledgor shall be a
complete and full acquittance for the Collateral so delivered,
and the Agent shall thereafter be discharged from any liability
or responsibility therefor. 

     9.   DIVIDENDS AND VOTING RIGHTS.  

     (a)  All dividends and other distributions with respect to
the Pledged Stock shall be subject to the pledge hereunder,
except for cash dividends permitted to be made under the Credit
Agreement, which may be retained by the Pledgors so long as no
Event of Default shall have occurred and be continuing, and shall
be retained by the Pledgors free from any Lien hereunder.  Upon
the occurrence and during the continuance of any Event of
Default, all such cash and other dividends shall be promptly
delivered to the Agent if requested by the Agent (together, if
the Agent shall request, with stock powers or instruments of
assignment duly executed in blank affixed to any stock
certificate or other negotiable document or instrument so
distributed) to be held, released or disposed of by it hereunder
or, at the option of the Agent, to be applied to the Secured
Obligations as they become due. 

     (b)  So long as no Event of Default shall have occurred and
be continuing, the registration of the Collateral in the name of
any Pledgor shall not be changed and the Pledgors shall be
entitled to exercise all voting and other rights and powers
pertaining to the Collateral for all purposes not inconsistent
with the terms hereof. 

     (c)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgors to receive and retain dividends upon the Collateral
shall cease and shall thereupon be vested in the Agent for the
benefit of the Lenders.

     (d)  Upon the occurrence and during the continuance of any
Event of Default, at the option of the Agent, all rights of the
Pledgors to exercise the voting or consensual rights and powers
which it is authorized to exercise with respect to the Collateral
pursuant to subsection (b) above shall cease and the Agent may
thereupon (but shall not be obligated to), at its request, cause
such Collateral to be registered in the name of the Agent or its
nominee or agent for the benefit of the Lenders and exercise such
voting or consensual rights and powers as appertain to ownership
of such Collateral, and to that end each Pledgor hereby appoints

                               6
                              K-2-7
<PAGE>
the Agent as its proxy, with full power of substitution, to vote
and exercise all other rights as a shareholder with respect to
the Pledged Stock hereunder upon the occurrence and during the
continuance of any Event of Default, which proxy is coupled with
an interest and is irrevocable prior to termination of this
Agreement as set forth in Section 22 hereof, and each Pledgor
hereby agrees to provide such further proxies as the Agent may
request; provided, however, that the Agent in its discretion may
from time to time refrain from exercising, and shall not be
obligated to exercise, any such voting or consensual rights or
such proxy. 

     10.  POWER OF SALE.  Until all the Secured Obligations shall
have irrevocably been paid in full, the power of sale and other
rights, powers and remedies granted to the Agent for the benefit
of the Lenders hereunder shall continue to exist and may be
exercised by the Agent at any time and from time to time
irrespective of the fact that any Secured Obligations or any part
thereof may have become barred by any statute of limitations or
that the liability of any Pledgor may have ceased. 

     11.  OTHER RIGHTS.  The rights, powers and remedies given to
the Agent for the benefit of the Lenders by this Agreement shall
be in addition to all rights, powers and remedies given to any
Lenders by virtue of any statute or rule of law.  Any forbearance
or failure or delay by the Agent in exercising any right, power
or remedy hereunder shall not be deemed to be a waiver of such
right, power or remedy, and any single or partial exercise of any
right, power or remedy hereunder shall not preclude the further
exercise thereof.  Every right, power and remedy of the Lenders
shall continue in full force and effect until such right, power
or remedy is specifically waived by the Required Lenders by an
instrument in writing. 

     12.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given
by each Pledgor to the Agent, for the benefit of the Secured
Parties, to make releases (whether in whole or in part) of all or
any part of the Collateral agreeable to the Agent without notice
to, or the consent, approval or agreement of other parties and
interests, including junior lienors, which releases shall not
impair in any manner the validity of or priority of the Liens and
security interests in the remaining Collateral conferred under
such documents, nor release such Pledgor from personal liability
for the Secured Obligations hereby secured.  Notwithstanding the
existence of any other security interest in the Collateral held
by the Agent, for the benefit of the Secured Parties, the Agent
shall have the right to determine the order in which any or all
of the Collateral shall be subjected to the remedies provided in
this Agreement.  The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Agent, for the
benefit of the Secured Parties, in the manner provided in Section
10.5 of the Credit Agreement.  Each Pledgor hereby waives any and
all right to require the marshalling of assets in connection with
the exercise of any of the remedies permitted by applicable law
or provided herein.

     13.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the
Secured Parties, and all obligations of the Pledgors hereunder,
shall be absolute and unconditional irrespective of:


                               7
                              K-2-8
<PAGE>
          (a)  any lack of validity or enforceability of the
     Credit Agreement, any other Loan Document or any other
     agreement or instrument relating to any of the Secured
     Obligations;
          (b)  any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Secured
     Obligations, or any other amendment or waiver of or any
     consent to any departure from the Credit Agreement, any
     other Loan Document or any other agreement or instrument
     relating to any of the Secured Obligations;

          (c)  any exchange, release or non-perfection of any
     other collateral, or any release or amendment or waiver of
     or consent to departure from any guaranty, for all or any of
     the Secured Obligations; or

          (d)  any other circumstances which might otherwise
     constitute a defense available to, or a discharge of, the
     Pledgors in respect of the Secured Obligations or of this
     Agreement.

     14.  DEFINITIONS.  All terms used herein unless otherwise
defined in the Credit Agreement shall be defined in accordance
with the appropriate definitions appearing in the Uniform
Commercial Code as in effect in Georgia, and such definitions are
hereby incorporated herein by reference and made a part hereof.

     15.  ENTIRE AGREEMENT; WAIVERS.  This Agreement, together
with the Credit Agreement, the Guaranty Agreement and other Loan
Documents, constitutes and expresses the entire understanding
between the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings,
inducements, commitments or conditions, express or implied, oral
or written, except as herein contained.  The express terms hereof
control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.  Neither this
Agreement nor any portion or provision hereof may be changed,
altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an
agreement, in writing signed by the parties hereto.  No waiver of
any provision of this Pledge Agreement nor consent to any
departure by any Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the Agent, and
then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it is
given.

     16.  FURTHER ASSURANCES.  Each Pledgor agrees at its own
expense to do such further acts and things, and to execute and
deliver such additional conveyances, assignments, financing
statements, agreements and instruments, as the Agent may at any
time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any
part thereof or in order better to assure and confirm unto the
Agent its rights, powers and remedies for the benefit of the
Lenders hereunder.  Each Pledgor hereby consents and agrees that
the issuers of or obligors in respect of the Collateral shall be
entitled to accept the provisions hereof as conclusive evidence
of the right of the Agent, on behalf of the Lenders, to exercise
its rights hereunder with respect to the Collateral,

                               8
                              K-2-9
<PAGE>
notwithstanding any other notice or direction to the contrary
heretofore or hereafter given by the Pledgors or any other Person
to any of such issuers or obligors. The Agent may from time to
time, at its option, perform any act which any Pledgor agrees
hereunder to perform and which such Pledgor shall fail to perform
after being requested in writing to so perform and the Agent may
from time to time take any other action which the Agent
reasonably deems necessary for the maintenance, preservation or
protection of any of the Pledged Collateral or of the security
interest therein.

     17.  BINDING AGREEMENT; ASSIGNMENT.  This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and to their
respective successors and assigns, except that no Pledgor shall
assign this Agreement or any interest herein or in the
Collateral, or any part thereof, or otherwise pledge, encumber or
grant any option with respect to the Collateral, or any part
thereof, or any cash or property held by the Agent as Collateral
under this Agreement.  All references herein to the Agent shall
include any successor thereof, each Lender and any other obligees
from time to time of the Secured Obligations.

     18.  SWAP AGREEMENTS.  All obligations of the Borrower under
Swap Agreements shall be deemed to be Secured Obligations secured
hereby, and each Lender or affiliate of a Lender party to any
such Swap Agreement shall be deemed to be a Secured Party
hereunder.

     19.  SEVERABILITY.  In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof. 

     20.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and all the counterparts taken together
shall be deemed to constitute one and the same instrument.

     21.  EXPENSES; INDEMNIFICATION.  Upon demand, each Pledgor
will pay to the Agent the amount of any and all expenses,
including the reasonable fees and disbursements of its counsel
and of any experts, which the Agent may incur in connection with
the administration of this Pledge Agreement or any instrument
relating hereto, the removal, custody, preservation, use or
operation of, or the sale of, collection from, or other
realization upon, any of the Collateral, the exercise or
enforcement of any of the rights of the Agent and the Secured
Parties with respect to Collateral, the failure by such Pledgor
to perform or observe any of the provisions hereof or the
advancement of any funds in connection with actions taken
pursuant to this Agreement.  Without limitation of Section 12.9
of the Credit Agreement or any other indemnification provision in
any Loan Document, each Pledgor hereby jointly and severally
covenants and agrees to pay, indemnify, and hold the Secured
Parties harmless from and against any and all out-of-pocket
liabilities, costs, expenses or disbursements of any kind or
nature whatsoever arising in connection with any claim or
litigation by any Person resulting from the execution, delivery,

                               9
                              K-2-10
<PAGE>
enforcement, performance and administration of this Agreement or
the Loan Documents, or the transactions contemplated hereby or
thereby, or in any respect relating to the Collateral or any
transaction pursuant to which the Pledgor has incurred any
obligation (all the foregoing, collectively, the "indemnified
liabilities"); provided, however, that the Pledgor shall have no
obligation hereunder with respect to indemnified liabilities
resulting from the willful misconduct or gross negligence of the
Agent or any Lender.  The agreements in this subsection shall
survive repayment of all Secured Obligations or termination or
expiration of this Agreement.

     22.  TERMINATION.  This Agreement and all obligations of the
Pledgors hereunder shall terminate on the irrevocable payment in
full of the Secured Obligations, at which time the Liens and
rights granted to the Agent for the benefit of the Lenders
hereunder shall automatically terminate and no longer be in
effect, and the Collateral shall automatically be released from
the Liens created hereby.  Upon such termination of this
Agreement, the Agent shall, at the sole expense of the Pledgors,
deliver to the Pledgors the certificates evidencing the Pledged
Stock (and any other property received as a dividend or
distribution or otherwise in respect of the Pledged Stock then in
its custody), together with any cash then constituting the
Collateral, not then sold or otherwise disposed of in accordance
with the provisions hereof and take such further actions as may
be necessary to effect the same and as shall be reasonably
acceptable to the Agent.

     23.  ADDITIONAL SHARES.  If any Pledgor shall acquire or
hold (a) any additional shares of capital stock of any Pledged
Subsidiary or (b) any shares of capital stock of any Subsidiary
not listed on Schedule I hereto which are required to be subject
to a Pledge Agreement pursuant to the terms of Article IV or any
other provision of the Credit Agreement (any such shares
described in clauses (a) or (b) above being referred to herein as
the "Additional Shares"), such Pledgor shall deliver to the Agent
for the benefit of the Lenders (i) a revised Schedule I hereto
reflecting the ownership and pledge of such Additional Shares and
(ii) a Stock Pledge Agreement Supplement in the form of Exhibit A
hereto with respect to such Additional Shares duly completed and
signed by such Pledgor.  Each Pledgor shall comply with the
requirements of this Section 23 concurrently with the acquisition
of any such Additional Shares in the case of shares described in
clause (a) above, and within the time period specified in Article
IV or elsewhere in the Credit Agreement with respect to shares
described in clause (b) above.

     24.  REMEDIES CUMULATIVE.  All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to the Borrower pursuant to
the Credit Agreement, and the issuing of Letters of Credit for
the benefit of the Borrower, shall be conclusively presumed to
have been made or extended, respectively, in reliance upon the
Pledgor's grant of the Lien on the Collateral hereunder.

     25.  NOTICES.  Any notice required or permitted hereunder
shall be given, (a) with respect to any Pledgor, care of the


                               10
                              K-2-11
<PAGE>
Borrower at its address indicated in Section 12.2 of the Credit
Agreement and (b) with respect to the Agent or a Lender, at the
Agent's address indicated in Section 12.2 of the Credit
Agreement.  All such notices shall be given and shall be
effective as provided in Section  12.2 of the Credit Agreement.

     26.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. 

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
     APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
     IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
     OUTSIDE SUCH STATE.  

          (b)  EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY
     AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
     ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
     TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF HAMILTON,
     STATE OF TENNESSEE, UNITED STATES OF AMERICA OR THE COUNTY
     OF MECKLENBURG, STATE OF NORTH CAROLINA, UNITED STATES OF
     AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EACH PLEDGOR EXPRESSLY WAIVES ANY OBJECTION THAT
     IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR
     TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY,
     ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND
     EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND
     UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY
     SUCH SUIT, ACTION OR PROCEEDING.

          (c)  EACH PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE
     MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
     COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
     PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
     PREPAID) TO THE ADDRESS OF THE BORROWER PROVIDED IN SECTION 
      12.2 OF THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF
     SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (a) or (b) HEREOF
          SHALL PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING
     ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT AND ANY LOAN DOCUMENT IN THE COURTS OF ANY
     JURISDICTION WHERE EACH PLEDGOR OR ANY OF SUCH PLEDGOR'S
     PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. 

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
     ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
     ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
     OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
     THEREWITH, EACH PLEDGOR AND THE AGENT ON BEHALF OF THE
     LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
     BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
     WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
     SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.

                    [Signature pages follow.]



                               11
                              K-2-12
<PAGE>
     IN WITNESS WHEREOF, the parties have duly executed this
Stock Pledge Agreement on the day and year first written above. 


                         PLEDGORS:

                         [LIST PLEDGORS]



                          By:______________________________________________
                          Name:___________________________________________
                          Title:____________________________________________






                     STOCK PLEDGE AGREEMENT


                      SIGNATURE PAGE 1 OF 2
                              K-2-13
<PAGE>
                         AGENT:

                         NATIONSBANK OF TENNESSEE, 
                         NATIONAL ASSOCIATION, as Agent for the Lenders


                         By:_____________________________________
                         Name:___________________________________
                         Title:__________________________________




                     STOCK PLEDGE AGREEMENT


                      SIGNATURE PAGE 2 OF 2

                              K-2-14<PAGE>
                            SCHEDULE I

<TABLE>
<CAPTION>
Name of Issuer      Pledgor/       Class of     Total Number      Par         Number        Number of    Certificate
                    Owner(s)         Stock        of Shares      Value       of Shares       Shares        No(s).
                                    Pledged      Authorized       Per       Issued and       Pledged
                                                                 Share      Outstanding
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>          <C>              <C>        <C>             <C>          <C>

---------------------------------------------------------------------------------------------------------------------
</TABLE>

                              K-2-15
<PAGE>
                                EXHIBIT A


                    STOCK PLEDGE AGREEMENT SUPPLEMENT

     THIS STOCK PLEDGE AGREEMENT SUPPLEMENT  (this "Supplement"),
dated as of ______________, 199__ is made by and between
___________________________, _____________________________ (the
"Pledgor"), and NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION, a
national banking association organized and existing under the
laws of the United States, as Agent (the "Agent") for each of the
financial institutions (the "Lenders") now or hereafter party to
the Credit Agreement dated as of January 30, 1998 among such
Lenders, the Agent, Miller Industries, Inc. and Miller Industries
Towing Equipment Inc.  All capitalized terms used but not
otherwise defined herein shall have the respective meanings
assigned thereto in the Stock Pledge Agreement (as defined
below).

     WHEREAS,  the Pledgor is a party to that certain Stock
Pledge Agreement dated as of ______________, 19__ by the Pledgor
and certain affiliates of the Pledgor in favor of the Agent for
the benefit of the Lenders (the "Stock Pledge Agreement"); and

     WHEREAS,  the Pledgor is required under the terms of  the
Credit Agreement and the Stock Pledge Agreement to cause certain
shares of capital stock held by it and listed on Annex A to this
Supplement  (the "Additional Shares") to become subject to the
Stock Pledge Agreement; and

     WHEREAS,  a material part of the consideration given in
connection with and as an inducement to the execution and
delivery of the Credit Agreement by the Secured Parties was the
obligation of the Pledgor to pledge to the Agent for the benefit
of the Lenders the Additional Shares, whether then owned and not
required to be subject to a pledge or subsequently acquired or
created; and

     WHEREAS,  the Secured Parties have required the Pledgor to
pledge to the Agent for the benefit of the Lenders all of the
Additional Shares in accordance with the terms of the Credit
Agreement and the Stock Pledge Agreement;

     NOW, THEREFORE, the Pledgor hereby agrees as follows with
the Agent, for the benefit of the Lenders:

     1.   The Pledgor hereby reaffirms and acknowledges the
pledge and collateral assignment to, and the grant of security
interest in, the Collateral contained in the Stock Pledge
Agreement and pledges and collaterally assigns to the Agent for
the benefit of the Lenders, and grants to the Agent for the
benefit of the Lenders a first priority lien and security
interest in, the Additional Shares and all of the following:

          (a)  all cash, securities, dividends, rights, and other
     property at any time and from time to time declared or
     distributed in respect of or in exchange for any or all of
     the Additional Shares, other than cash dividends permitted
     to be retained by the Pledgor under Section 9 of the Stock
     Pledge Agreement; 

                              K-2-16<PAGE>
          (b)  all other property hereafter delivered to the
     Agent in substitution for or in addition to any of the
     foregoing, all certificates and instruments representing or
     evidencing such property and all cash, securities, interest,
     dividends, rights, and other property at any time and from
     time to time declared or distributed in respect of or in
     exchange for any or all of the Additional Shares; and

          (c)  all proceeds of any of the foregoing.

The Pledgor hereby acknowledges, agrees and confirms that, by its
execution of this Supplement, the Additional Shares constitute
"Pledged Stock" under and are subject to the Stock Pledge
Agreement.  Each of the representations and warranties with
respect to Pledged Stock contained in the Stock Pledge Agreement
is hereby made by the Pledgor with respect to the Additional
Shares.  A revised Schedule I to the Stock Pledge Agreement
reflecting the Additional Shares and all other Pledged Stock,
together with stock certificates representing the Additional
Shares with stock powers duly executed in blank by the Pledgor,
have been delivered herewith to the Agent.

     IN WITNESS WHEREOF, the Pledgor has caused this Supplement
to be duly executed by its authorized officer as of the day and
year first above written.


                               __________________________________

                              By:________________________________
                              Name:______________________________
                              Title:_____________________________



Acknowledged and accepted:

NATIONSBANK OF TENNESSEE, 
NATIONAL ASSOCIATION, as Agent for the Lenders

By:____________________________________
Name:__________________________________
Title:___________________________________

                              K-2-17
<PAGE>
                             ANNEX A



                        Additional Shares
<TABLE>
<CAPTION>

 Name of Pledged             Class of Stock              Total Number of     Certificate Numbers
Subsidiary or Issuer         --------------              Shares Pledged      -------------------
--------------------                                     --------------
<S>                          <S>                         <C>                 <C>
</TABLE>
                              K-2-18
<PAGE>
                                EXHIBIT L

          Form of Opinion of Borrowers' and Guarantors' Counsel






                                  L-1-1
<PAGE>
                                EXHIBIT M

                          Compliance Certificate

NationsBank of Tennessee,
 National Association, as Agent
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 (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 NationsBank
of Tennessee, 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 _____________, 19___ (the "Determination
Date") as follows:

1.   Calculations

     A.   Compliance with Section 9.1(a): Consolidated Tangible
          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
               since ____________, 19__                                $________

          5.   Treasury stock                                          $________

          6.   Intangibles, including goodwill ($__________)
               and patents and trademarks ($__________)                $_______

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



                                   M-1<PAGE>
          Required:
          (i)  Requirement for prior fiscal quarter
               ($93,000,000 if prior fiscal quarter is 
               fiscal quarter in which Closing Date occurs); plus      $_______
          (ii) 50% of Consolidated Net Income since first
               day of current fiscal quarter; plus                     $_______
          (iii)     100% of the Net Proceeds of any Equity Offering    $_______

          Total:                                                       $_______

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

          1.   Consolidated Funded Senior Indebtedness                 $________
          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               $__________
               g.   Net gains on the sale, conversion
                    or other disposition of capital
                    assets                              $__________
               h.   Net gains on the acquisition,
                    retirement, sale or other
                    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 3.00 
                    to 1.00

                               M-2<PAGE>
     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 3.50 
                    to 1.00

     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                   $_______
          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, plus                        $___________
              (iii) Current maturities of Consolidated
                    Funded Total Indebtedness, plus     $___________
               (iv) Current maturities of Capital
                    Leases, plus                        $___________
               (v)  Payments 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                                               $_______
          7.   D.3 + D.4                                               $_______
          8.   D.6 - D.7                                               $_______
          9.   Ratio of C.8 to C.5                                    ___ to ___

          Required: Not less than -- 

                               M-3<PAGE>
          Closing Date through and including the
          day immediately prior to Fiscal Year
          End 1999                                                 1.00 to 1.00

          Fiscal Year End 1999 through and including
          the day immediately prior to Fiscal Year 2000            1.20 to 1.00

          Fiscal Year End 2000 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: ______________                 $________

          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

                               M-4<PAGE>
          1.   Guarantees of trade account indebtedness                $________

          Required: Not more than $2,000,000 outstanding 
                    at any time

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

          5.   Total additional Indebtedness                           $________

          Required: Not more than $5,000,000 outstanding
                    at any time

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:______________________________________



                                   M-5<PAGE>
                             SCHEDULE 1.1(a)

                              Existing Debt<PAGE>
                             SCHEDULE 1.1(b)

                        Existing Letters of Credit<PAGE>
                               SCHEDULE 7.4

                               Subsidiaries<PAGE>
                               SCHEDULE 7.6

                          Existing Indebtedness<PAGE>
                               SCHEDULE 7.7

                           Title to Properties<PAGE>
                              SCHEDULE 7.10

                                Litigation<PAGE>
                              SCHEDULE 7.19

                            Employment Matters<PAGE>
                               SCHEDULE 8.5

                                Insurance<PAGE>