Prepared by Kilpatrick Stockton Edgar Services




  Exhibit 10.80



  FORBEARANCE
  AGREEMENT AND FIRST

  AMENDMENT TO CREDIT
  AGREEMENT


             
  THIS FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (the “Agreement”)
  is made and entered into as of this 28th day of February, 2002,
  among Miller Industries, Inc., a Tennessee corporation (“Parent”), and
  each of the other Subsidiaries of Parent listed on the signature page hereto
  (together with Parent, collectively, “Borrowers”), the Lenders party to
  this Agreement (the “Lenders”), The CIT Group/Business Credit, Inc., as
  Collateral Agent, and BANK OF AMERICA, N.A., as Administrative Agent,
  Syndication Agent, Existing Titled Collateral Agent and Letter of Credit
  Issuer (in such capacity, together with the Collateral Agent, the “Agents”).

  W
  I T N E S S E T H
  :



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


             
  WHEREAS, pursuant to Section 1.2(a) and 3.1 of the Credit
  Agreement, Borrowers agreed not to permit Aggregate RoadOne Revolver
  Outstandings to exceed RoadOne Availability; and


             
  WHEREAS, pursuant to Section 7.25 of the Credit Agreement, Borrowers
  agreed to maintain Excess Availability of at least $5,000,000 and RoadOne
  Excess Availability of at least $1,000,000; and


             
  WHEREAS, the Agents and the Lenders relied on such agreements of Borrowers in
  agreeing to make Loans and other financial accommodations available to
  Borrowers; and


             
  WHEREAS, Aggregate RoadOne Outstandings exceed RoadOne Availability, Excess
  Availability is less than $5,000,000, and RoadOne Excess Availability is less
  than $1,000,000; and


             
  WHEREAS, the Collateral Agent, on behalf of the Lenders, has made demand on
  Borrowers for the cure of these payment Events of Default, and Borrowers have
  failed to cure such Events of Default; and


 




   



             
  WHEREAS, Borrowers have requested that Agents and Lenders temporarily forbear
  from exercising their rights and remedies under the Credit Agreement and other
  Loan documents with respect to these Events of Default; and


             
  WHEREAS, the Agents and the Lenders are willing to grant such temporary
  forbearance, subject to the terms and conditions set forth herein, including
  the amendments set forth herein.


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


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


             
  2.           
  As used in this Agreement, “Excess Proceeds”, “Overadvance Amount” and
  “RoadOne Overadvance Amount” have the meanings set forth below:


  

  “Excess Proceeds” means,
  in connection with any Asset Disposition, the amount, if any, by which (a) the
  Net Proceeds from such Asset Disposition exceed (b) the sum of all Net Senior
  Creditor Proceeds and Required Payments required to be paid in connection with
  such Asset Disposition pursuant to Section 3.4(b) of the Credit
  Agreement.


  “Overadvance” means the
  amount by which (a) Aggregate Revolver Outstandings exceed (b) the Borrowing
  Base minus Reserves (other than Reserves deducted in the calculation of the
  Borrowing Base) minus the $5,000,000 Excess Availability requirement set forth
  in Section 7.25 of the Credit Agreement.


  “RoadOne Overadvance”
  means the amount by which (a) Aggregate RoadOne Revolver Outstandings exceed
  (b) the RoadOne Borrowing Base minus Reserves relating solely to the RoadOne
  Borrowers and their assets (other than Reserves deducted in the calculation of
  the RoadOne Borrowing Base) minus the $1,000,000 RoadOne Excess Availability
  requirement set forth in Section 7.25 of the Credit Agreement.


  


             
  3.           
  Borrowers acknowledge that they are in default under Sections 1.2(a), 3.1,
  5.3(a) and 7.25 of the Credit Agreement as a result of the fact
  that (a) Borrowers have failed to cure Overadvances and RoadOne Overadvances
  existing prior to the date of this Agreement following the Collateral Agent’s
  demand, on behalf of the Lenders, for such cure, (b) as of the date of this
  Agreement, an Overadvance exists in the amount of $1,359,196.19 and a RoadOne
  Overadvance exists in the amount of $4,356,088.23, and (c) Borrowers have
  failed to notify the Collateral Agent and Lenders in writing of the foregoing
  (collectively, the “Existing Defaults”), and that neither the Agents nor
  the Lenders have waived or agreed to waive any of such Existing
  Defaults.  Borrowers acknowledge that, because of the Existing Defaults,
  the Agents and the Lenders have the right, among other things, to declare all
  of the Obligations to be immediately due, payable and


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  performable, and to
  enforce collection of those Obligations by repossessing and disposing of any
  interest in the Collateral thereunder.


             
  4.           
  In consideration of Borrowers’ timely and strict compliance with their
  agreements set forth in the Credit Agreement, and in reliance upon the
  representations, warranties, agreements and covenants of Borrowers set forth
  herein, the Agents and the Lenders agree, subject to the terms of this
  Agreement, to forbear until March 18, 2002 from exercising their rights
  and remedies under the Credit Agreement and the related Loan Documents as a
  result of the Existing Defaults and any default under Sections 1.2(a), 3.1,
  5.3(a) and 7.25 of the Credit Agreement arising after the date of
  this Agreement (but before March 18, 2002) as a result of any continuing
  Overadvance or RoadOne Overadvance that does not exceed the limits set forth
  in Paragraph 5 of this Agreement (together with the Existing Defaults,
  the “Specified Defaults”).  Notwithstanding such temporary
  forbearance, (a) the Agents and the Lenders reserve all of their rights and
  remedies at all times with respect to any default under the Credit Agreement
  or this Agreement other than a Specified Default, whether presently existing
  or occurring hereafter, and (b) the Agents and the Lenders reserve all of
  their rights and remedies to institute a payment blockage with respect to any
  payment due under the Subordinated Debt after the date of this Agreement in
  accordance with the terms of the Subordination Agreement as a result of the
  Specified Defaults.  At any time on or after the earlier of (i)
  March 18, 2002 and (ii) the occurrence of an Event of Default (other than
  a Specified Default) or the breach by the Borrowers of any of their
  representations, warranties, agreements or covenants set forth in this
  Agreement, the Agents and the Lenders may exercise any of their rights and
  remedies under or with respect to the Credit Agreement, the related Loan
  Documents or this Agreement, whether relating to a Specified Default or
  otherwise.


             
  5.           
  The Borrowers acknowledge that, notwithstanding the temporary forbearance set
  forth in Paragraph 4 of this Agreement, it shall be an immediate Event of
  Default (without requirement of any demand or notice from the Agents or
  Lenders) if (a) the amount of the Overadvance at any time exceeds $4,300,000,
  as such limit is reduced from time to time in accordance with
  Paragraphs 6 and 7 of this Agreement, (b) the amount of the RoadOne
  Overadvance at any time exceeds $6,000,000, as such limit is reduced from time
  to time in accordance with Paragraphs 6 and 7 of this Agreement, (c)
  the Aggregate Revolver Outstandings exceed the Maximum Revolver Amount (as
  reduced in accordance with Paragraph 8 of this Agreement) minus Reserves
  (other than Reserves deducted in the calculation of the Borrowing Base), (d)
  the Aggregate RoadOne Revolver Outstandings exceed the Maximum RoadOne
  Revolver Amount (as reduced in accordance with Paragraph 8 of this
  Agreement) minus Reserves relating solely to the RoadOne Borrowers and their
  assets (other than Reserves deducted in the calculation of the RoadOne
  Borrowing Base), or (e) the Aggregate Miller Revolver Outstandings exceed the
  Maximum Miller Revolver Amount (as reduced in accordance with Paragraph 8
  of this Agreement) minus Reserves relating solely to the Miller Borrowers and
  their assets (other than Reserves deducted in the calculation of the Miller
  Borrowing Base).


             
  6.           
  The Borrowers acknowledge and agree that, without duplication of any
  reduction, (a) to the extent that the Excess Proceeds from any single Asset
  Disposition occurring on or after the date hereof exceed $200,000, both the
  amount of the Overadvance and the amount of the RoadOne Overadvance permitted
  under Paragraph 5 of this Agreement shall be permanently reduced by the
  amount of such excess, and (b) to the extent that the Excess Proceeds from all
  Asset Dispositions


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  occurring on or after the date hereof exceed $500,000 in
  the aggregate, both the amount of the Overadvance and the amount of the
  RoadOne Overadvance permitted under Paragraph 5 of this Agreement shall
  be permanently reduced by the amount of such excess.


             
  7.           
  The parties hereto acknowledge that, as of the date of this Agreement, the
  aggregate net amount of Accounts of the RoadOne Borrowers that are excluded
  from eligibility as Eligible RoadOne Accounts as a result of the fact that
  such Accounts have not been paid within 90 days after the invoice date or 60
  days after the due date (the “Aged RoadOne Accounts”) is $3,342,028. 
  The Borrowers acknowledge and agree that both the amount of the Overadvance
  and the amount of the RoadOne Overadvance permitted under Paragraph 5 of
  this Agreement shall be permanently reduced by an amount equal to any
  reduction in the aggregate net amount of the Aged RoadOne Accounts after the
  date of this Agreement (other than reductions achieved by Borrowers’
  write-off of uncollectible Accounts).


             
  8.           
  The Credit Agreement is amended as of February 1, 2002 by deleting the
  definitions of “Maximum Miller Revolver Amount”, “Maximum Revolver
  Amount” and “Maximum RoadOne Revolver Amount” set forth in Annex A
  to the Credit Agreement and replacing such definitions with the following:


  

  “Maximum Miller Revolver Amount”
  means $42,000,000, as adjusted from time to time in accordance with Section
  1.2(j).

  “Maximum Revolver Amount”
  means $82,000,000.

  “Maximum RoadOne Revolver Amount”
  means $40,000,000, as adjusted from time to time in accordance with Section
  1.2(j).


  


             
  9.           
  The Credit Agreement is amended by deleting the first sentence of Section
  1.1 thereof and replacing it with the following:


  

  Subject to all of the terms and
  conditions of this Agreement, the Lenders agree to make available a total
  credit facility of up to $90,000,000 (the “Total Facility”) to the
  Borrowers from time to time during the term of this Agreement.


  


             
  10.           
  The Credit Agreement is amended by deleting Schedule 1.1 thereto and replacing
  it with Schedule 1.1 attached to this Agreement.


             
  11.           
  The parties hereto acknowledge that, effective as of February 1, 2002 and
  at all time hereafter during the continuance of an Event of Default (including
  the Specified Defaults), the Default Rate shall be applicable to all of the
  Obligations.


             
  12.           
  The parties hereto agree that the Credit Agreement is amended by deleing Section
  7.27 (Hedge Agreements) in its entirety.  The provisions of this
  Paragraph shall not in any manner limit the rights of the Collateral Agent to
  establish reserves with respect to other Hedge Agreements in effect from time
  to time in accordance with the definition of “Bank Products Reserve” set
  forth in the Credit Agreement.


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  13.           
  Borrowers acknowledge and agree that, notwithstanding anything to the contrary
  set forth in the Credit Agreement, no Loans shall be made as or converted or
  continued into LIBOR Loans on or after the date hereof.


             
  14.           
  Borrowers agree to provide to each of the Lenders, on or before March 1,
  2002, cash flow projections in form and detail acceptable to the Lenders with
  respect to the Miller Borrowers and the RoadOne Borrowers.


             
  15.           
  Borrowers acknowledge that (a) except as expressly set forth herein, neither
  the Agents nor any Lender has agreed to (and has no obligation whatsoever to
  discuss, negotiate or agree to) any other restructuring, modification,
  amendment, waiver or forbearance with respect to the Obligations or the Credit
  Agreement, (b) no understanding with respect to any other restructuring,
  modification, amendment, waiver or forbearance with respect to the Obligations
  or the Credit Agreement shall constitute a legally binding agreement or
  contract, or have any force or effect whatsoever, unless and until reduced to
  writing and signed by authorized representatives of each party hereto, and (c)
  the execution and delivery of this Agreement has not established any course of
  dealing between the parties hereto or created any obligation or agreement of
  the Agents or any Lender with respect to any future restructuring,
  modification, amendment, waiver or forbearance with respect to the Obligations
  or the Credit Agreement.


             
  16.           
  To induce the Agents and the Lenders to enter into this Agreement, Borrowers
  hereby represent and warrant that, as of the date hereof, except for the
  Existing Defaults, there exists no Default or Event of Default under the
  Credit Agreement.


             
  17.           
  Borrowers hereby restate, ratify, and reaffirm each and every term, condition,
  representation and warranty heretofore made by each of them under or in
  connection with the execution and delivery of the Credit Agreement and the
  other Loan Documents, as fully as though such representations and warranties
  had been made on the date hereof and with specific reference to this
  Agreement; except (a) to the extent that any such representation or warranty
  relates solely to a prior date, and (b) to the extent of any such
  representation or warranty as to the absence of Defaults and Events of Default
  that constitute Existing Defaults.


             
  18.           
  Except as expressly set forth herein, the Credit Agreement and the other Loan
  Documents shall be and remain in full force and effect as originally written,
  and shall constitute the legal, valid, binding and enforceable obligations of
  Borrowers to the Agents and the Lenders.


             
  19.           
  Borrowers agree to pay on demand all costs and expenses of the Agents in
  connection with the preparation, execution, delivery and enforcement of this
  Agreement and all other Loan Documents and any other transactions contemplated
  hereby, including, without limitation, the fees and out-of-pocket expenses of
  legal counsel to the Agents.


             
  20.           
  To induce the Agents and the Lender to enter into this Agreement and grant the
  accommodations set forth herein, each Borrower (a) acknowledges and agrees
  that no right of offset, defense, counterclaim, claim or objection exists as
  of the date of this Agreement in favor of Borrowers against the Agents or any
  Lender arising out of or with respect to the Credit Agreement, the other Loan
  Documents, the Obligations, or any other arrangement or relationship between
  the


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  Agents or any Lender and any Borrower, and (b) releases, acquits, remises
  and forever discharges the Agents and each Lender and its affiliates and all
  of their past, present and future officers, directors, employees, agents,
  attorneys, representatives, successors and assigns from any and all claims,
  demands, actions and causes of action, whether at law or in equity, whether
  now accrued or hereafter maturing, and whether known or unknown, which any
  Borrower now or hereafter may have by reason of any manner, cause or things
  occurring on or prior to the date of this Agreement with respect to matters
  arising out of or with respect to the Credit Agreement, the other Loan
  Documents, the Obligations, or any other arrangement or relationship between
  the Agents or any Lender and any Borrower.


             
  21.           
  Borrowers agree to take such further action as the Agents shall reasonably
  request in connection herewith to evidence the agreements herein contained.


             
  22.           
  This Agreement may be executed in any number of counterparts and by different
  parties hereto in separate counterparts, each of which, when so executed and
  delivered, shall be deemed to be an original and all of which counterparts,
  taken together, shall constitute but one and the same instrument.


             
  23.           
  This Agreement shall be binding upon and inure to the benefit of the
  successors and permitted assigns, and legal representatives and heirs, of the
  parties hereto.


             
  24.           
  This Agreement shall be governed by, and construed in accordance with, the
  laws of the State of Georgia.

   

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


  	
         

      	
        “PARENT”

        MILLER INDUSTRIES, INC.


        By:     
        /s/
        



                   Frank Madonia

                   Executive Vice President
      
	
         

      	
        “SUBSIDIARY MILLER
        BORROWERS”

        APACO, INC.

        B&B ASSOCIATED
        INDUSTRIES, INC.

        CHEVRON, INC.

        CENTURY HOLDINGS, INC.

        CHAMPION CARRIER CORPORATION
        COMPETITION WHEELIFT, INC.

        GOLDEN WEST TOWING EQUIPMENT

             INC.

        KING AUTOMOTIVE &
        INDUSTRIAL

             EQUIPMENT, INC.

        MID AMERICA WRECKER &

             EQUIPMENT SALES, INC. OF

             COLORADO

        MILLER
        FINANCIAL SERVICES GROUP,

             INC.

        MILLER/GREENEVILLE, INC.

        MILLER INDUSTRIES
        DISTRIBUTING,

             INC.

        MILLER INDUSTRIES
        INTERNATIONAL,

             INC.

        MILLER INDUSTRIES TOWING

             EQUIPMENT INC.

        PURPOSE, INC.

        SONOMA CIRCUITS, INC.

        SOUTHERN WRECKER CENTER,
        INC.

        SOUTHERN WRECKER SALES, INC.


        By:     
        /s/
        



                   
        Frank Madonia

                   Attorney-in-Fact of each entity listed above
      



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        “SUBSIDIARY ROADONE
        BORROWERS”


        ACKERMAN WRECKER SERVICE,
        INC.

        A-EXCELLENCE TOWING
        CO.

        ALL AMERICAN TOWING
        SERVICES,

           INC.

        ALLIED GARDENS TOWING, INC.

        ALLIED TOWING AND RECOVERY,
        INC.

        ANDERSON TOWING SERVICE,
        INC.

        ARROW WRECKER SERVICE, INC.

        A TO Z ENTERPRISES, INC.

        B–G TOWING, INC.

        BEAR TRANSPORTATION, INC.

        BEATY TOWING & RECOVERY,
        INC.

        BERT’S TOWING RECOVERY

             CORPORATION

        BOB BOLIN SERVICES, INC.

        BOB’S AUTO SERVICE, INC.

        BOB VINCENT AND SONS WRECKER

             SERVICE, INC.

        BOULEVARD & TRUMBULL
        TOWING,

             INC.

        BREWER’S, INC.

        BRYRICH CORPORATION

        CAL WEST TOWING, INC.

        CARDINAL CENTRE ENTERPRISES,
        INC.

        CEDAR BLUFF 24 HOUR TOWING,
        INC.

        CENTRAL VALLEY TOWING, INC.

        CHAD’S, INC.

        CLARENCE CORNISH AUTOMOTIVE

             SERVICE, INC.

        CLEVELAND VEHICLE DETENTION

             CENTER, INC.

        COFFEY’S TOWING, INC.

        COLEMAN’S TOWING &
        RECOVERY,

             INC.

        D.A. HANELINE, INC.

        DVREX, INC.

        DICK’S TOWING & ROAD
        SERVICE, INC.

        DOLLAR ENTERPRISES, INC.

        DUGGER’S SERVICES, INC.

        DURU, INC.

        E.B.T., INC.

        EXPORT ENTERPRISES, INC.

        GARY’S TOWING &
        SALVAGE POOL,

             INC.


      



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        GOOD MECHANIC AUTO CO. OF

             RICHFIELD, INC.

        GREAT AMERICA TOWING, INC.

        GREG’S TOWING, INC.

        H&H TOWING ENTERPRISES,
        INC.

        HALL’S TOWING SERVICE,
        INC.

        KAUFF’S, INC.

        KAUFF’S OF FT. PIERCE,
        INC.

        KAUFF’S OF MIAMI, INC.

        KAUFFS OF PALM BEACH, INC.

        KEN’S TOWING, INC.

        LAZER TOW SERVICES, INC.

        LEVESQUE’S AUTO SERVICE,
        INC.

        LWKR, INC.

        LINCOLN TOWING ENTERPRISES,
        INC.

        M&M TOWING AND RECOVERY,
        INC.

        MAEJO, INC.

        MEL’S ACQUISITION CORP.

        MERL’S TOWING SERVICE,
        INC.

        MIKE’S WRECKER SERVICE,
        INC.

        MOORE’S SERVICE &
        TOWING, INC.

        MOORE’S TOWING SERVICE,
        INC.

        MOSTELLER’S GARAGE, INC.

        MURPHY’S TOWING, INC.

        OFFICIAL TOWING, INC.

        P.A.T., INC.

        PIPES ENTERPRISES, INC.

        PULLEN’S TRUCK CENTER,
        INC.

        RANDY’S HIGH COUNTRY
        TOWING, INC.

        RAY HARRIS, INC.

        RMA ACQUISITION CORP.

        RRIC ACQUISITION CORP.

        RAY’S TOWING, INC.

        RECOVERY SERVICES, INC.

        RBEX INC.

        ROAD ONE, INC.

        ROADONE EMPLOYEE SERVICES,
        INC.

        ROAD ONE INSURANCE SERVICES,
        INC.

        ROAD ONE SERVICE, INC.

        ROADONE SPECIALIZED

             TRANSPORTATION, INC.

        ROADONE TRANSPORTATION AND

              LOGISTICS, INC.

        R.M.W.S., INC.

        SANDY’S AUTO & TRUCK
        SERVICE, INC.

        SAKSTRUP TOWING, INC.

      



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        SOUTHWEST TRANSPORT, INC.

        SUBURBAN WRECKER SERVICE,
        INC.

        TED’S OF FAYVILLE, INC.

        TEXAS TOWING CORPORATION

        THOMPSON’S WRECKER
        SERVICE, INC.

        TOW PRO CUSTOM TOWING &
        HAULING,

             INC.

        TREASURE COAST TOWING, INC.

        TREASURE COAST TOWING OF
        MARTIN

             COUNTY, INC.

        TRUCK SALES & SALVAGE
        CO., INC.

        WALKER TOWING, INC.

        WES’S SERVICE INCORPORATED

        WESTERN TOWING; MCCLURE/EARLEY

             ENTERPRISES, INC.

        WHITEY’S TOWING, INC.

        WILTSE TOWING, INC.

        ZEHNER TOWING &
        RECOVERY, INC.


        By:     
        /s/
        



                   Frank Madonia

                   Attorney-in-Fact of each entity listed above
        
      

	
         

      	
        “ADMINISTRATIVE AGENT,

        SYNDICATION AGENT AND EXISTING

        TITLED COLLATERAL AGENT”

        BANK OF AMERICA, N.A.,
        as the

        Administrative Agent, Syndication Agent and

        Existing Titled
        Collateral Agent

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
      



- 10 -




   


    

       	
          

      	
         

      
	
         

      	
        “LETTER OF CREDIT
        ISSUER”

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

        Credit Issuer

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
        

      
	
         

      	
         

      
	
         

      	
        “COLLATERAL AGENT”

        THE CIT GROUP/BUSINESS CREDIT,
        INC., as

        the Collateral Agent

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
        

      
	
         

      	

         

      
	
         

      	
        “LENDERS”

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

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
      
	
         

      	

         

      
	
         

      	
        THE CIT GROUP/BUSINESS CREDIT,
        INC.,

        as a Lender

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
      
	
          

      	
         

      



- 11 -




   


    

        	
         

      	
        FLEET CAPITAL CORPORATION, as a
        Lender

        By:         
        /s/
        


        Name:  
        

        Title:     
        

        
      



   


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