Exhibit 10.1


    
      

    


    Exhibit
      10.1

     

    


    FIRST
      AMENDMENT
      TO CREDIT AGREEMENT AND CONSENT

    


    


    THIS
      FIRST AMENDMENT
      TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) dated as of July 11, 2007 by
      and among MILLER INDUSTRIES, INC. (the “Borrower”), each of the parties listed
      as “Guarantors” on the signature pages hereto (each a “Guarantor”), and Wachovia
      Bank National Association, as Lender (the “Lender”).

    


    WHEREAS,
      the Borrower and the Lender have entered into that certain Credit Agreement
      dated as of June 17, 2005 (as
      in effect immediately prior to the date hereof, the
      “Credit Agreement”); and

    


    WHEREAS,
      the Borrower and the Lender desire to amend certain provisions of the Credit
      Agreement on the terms and conditions contained herein.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged by the parties hereto, the parties hereto hereby
      agree as follows:

    


    Section 1.
      Specific
      Amendments to Credit Agreement.
      The
      parties hereto agree that the Credit Agreement is amended as
      follows:

    


    (a) The
      Credit Agreement is amended by restating in full the definitions of: “Applicable
      Percentage”; clauses (f) and (g) of the definition of “Permitted Acquisitions”;
      clause (g) of the definition of “Permitted Liens”; “Revolving Credit Maturity
      Date”; and “Subordinated Indebtedness”; each contained in Section 1.1 as
      follows: 

    


    “Applicable
      Percentage”
shall
      mean the percentage points set out below opposite the applicable Consolidated
      Leverage Ratio:

    


    
      	
              Level

            	
              Consolidated
                Leverage Ratio

            	
              Adjusted
                LIBOR / LIBOR Market Index Rate Margin 

            	
              Base
                Rate Margin

            	
              Unused
                Fee

            
	
              I

               

            	
              less
                than 1.00 to 1.00

               

            	
              0.75%

               

            	
              0.0%

               

            	
              0.15%

               

            
	
              II

               

            	
              equal
                to or greater than 1.00 to 1.00, but less than 1.25 to 1.00

               

            	
              1.00%

               

            	
              0.0%

               

            	
              0.25%

               

            
	
              III

               

            	
              Equal
                to or greater than 1.25 to 1.00, but less than 1.50 to 1.00

               

            	
              1.25%

               

            	
              0.0%

               

            	
              0.25%

               

            
	
              IV

               

            	
              Equal
                to or greater than 1.50 to 1.00

               

            	
              1.50%

               

            	
              0.0%

               

            	
              0.25%

               

            


    

    



    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    Notwithstanding
      the foregoing, as of the First Amendment Effective Date until the Compliance
      Certificate for the period ending June 30, 2007 has been delivered to, and
      verified by, the Lender, the Applicable Percentage for LIBOR Loans shall be
      0.75% and the Unused Fee shall be 0.15% per annum. Thereafter, the Applicable
      Percentage and the Unused Fee shall be determined on a quarterly basis by
      calculating the Consolidated Leverage Ratio promptly after receipt and
      verification of the financial statements and certificates required to be
      delivered by the Borrower pursuant to Sections 8.1., 8.2. and 8.3. hereof.
      Any adjustment to the Applicable Percentage shall be effective as of the second
      Business Day after the quarterly (or annual) financial statements are delivered
      to, and verified by, the Lender. Should the Borrower fail to timely deliver
      any
      financial statements required for the calculation of the Consolidated Leverage
      Ratio, then, effective as of the date such financial statements were required
      to
      be delivered, the Applicable Percentage shall be increased to the highest rate
      set forth in the table above until the second Business Day after the Borrower
      actually delivers such financial statements to the Lender.

    


    “Permitted
      Acquisitions”
      ...

    


    ...(f)
      the
      total consideration paid in connection with such Acquisition shall not exceed
      $10,000,000, unless the Borrower has delivered to the Lender a written request
      to consent to such Acquisition (such consent not to be unreasonably withheld
      or
      delayed), which shall be accompanied by such information and materials as may
      be
      reasonably requested by the Lender, including, without limitation, (i) a
      reasonably detailed description of the material terms for such Acquisition,
      (ii)
      financial statements of the Person to be acquired or financial statements
      relating to the line of business to be acquired, for the three most recent
      fiscal years available and, if available, for any interim periods since the
      most
      recent fiscal year-end, (iii) consolidated projected income statements of
      Borrower and its Continuing Subsidiaries after giving effect to such Acquisition
      for a three-year period following the consummation of such Acquisition; (g)
      (i)
      the total cash consideration paid in connection with such Acquisition, when
      taken together with the aggregate cash consideration paid in connection with
      all
      such Acquisitions during the term of this Agreement, shall not exceed
      $25,000,000 and (ii) the total consideration (including cash and non-cash
      consideration) paid in connection with such Acquisition, when taken together
      with the aggregate amount of all cash and non-cash consideration in connection
      with all Acquisitions during the term of this Agreement, shall not exceed
      $45,000,000 in the aggregate;...

    


    “Permitted
      Liens”
      ...

    


    ...(g) the
      Liens in existence as of the Agreement date and set forth on Schedule 6.1(f),
      including without limitation the mortgage encumbering real property commonly
      known as 2755 Kirila Boulevard, Hermitage, Mercer County, Pennsylvania granted
      to FSG Bank, NA.; ...

    


    “Revolving
      Credit Maturity Date”
means
      June 17, 2010, unless earlier accelerated in accordance with the terms of this
      Agreement.

    


    “Subordinated
      Indebtedness”
means
      any Indebtedness of Borrower that is subordinated in right of payment to the
      Obligations on terms and conditions satisfactory to Lender in its sole and
      absolute discretion.

    


    (b)     The
      Credit Agreement is further amended by adding the following definition to
      Section 1.1 in appropriate alphabetical order:


    
      
         

      

      
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    “First
      Amendment Effective Date”
means
      the date the conditions precedent set forth in Section 3 of the First
      Amendment to Credit Agreement and Consent, dated as of July 11, 2007 between
      Borrower and Lender, have been satisfied.

    


    (c)    The
      Credit Agreement is further amended by amending and restating Section 7.14
      in
      its entirety as follows:

    


     

    “Section
      7.14. [Intentionally
      Omitted.]” 

     

    


    (d)    The
      Credit Agreement is further amended by amending and restating clause (c) of
      Section 9.1 in its entirety as follows:

    


    “Section
      9.1. Financial Covenants. ...

    


    ...(c)    Maximum
      Consolidated Leverage Ratio.
      As of
      the end of each fiscal quarter occurring after the First Amendment Effective
      Date, the Consolidated Leverage Ratio to be greater than 2.25 to
      1.00.”

    


    (e)    The
      Credit Agreement is further amended by amending and restating clauses (b) and
      (d) of Section 9.2 in their entirety as follows:

    


    “Section
      9.2. Restricted Payments. ...

    


    ...(b)    the
      Borrower may make Restricted Payments in respect of its Equity Interests in
      the
      nature of stock repurchase or redemptions, so long as no Default or Event of
      Default has occurred or would result therefrom; ... 

    


    ...(d)    [Intentionally
      Omitted.]”

    


    (f)    The
      Credit Agreement is further amended by amending and restating clauses (b),
      (f),
      (g), (k), (l) and (m) of Section 9.3 in their entirety as follows:

    


    “Section
      9.3. Indebtedness....

    


    ... (b)    Indebtedness
      existing on the Agreement Date and described on Schedule 6.1(g);
...

    


    ... (f)    Capitalized
      Lease Obligations and Indebtedness secured by purchase money security interests,
      provided that (i) the Liens securing such Indebtedness attach only to the assets
      acquired by the incurrence of such Indebtedness, and (ii) the aggregate
      outstanding amount of such Indebtedness and Capitalized Lease Obligations
      permitted by this clause (f), when aggregated with all Indebtedness permitted
      by
      clauses (k), (l) and (m) of this Section 9.3, do not to exceed $5,000,000 at
      any
      time; ...

    


    ... (g)    [Intentionally
      Omitted]; ...

    


    ... (k)Indebtedness
      incurred by Jige International; provided,
      however ̧ that
      in
      no event shall the aggregate amount of Indebtedness incurred by Jige
      International in Dollars (or its equivalent in Euros or francs), including
      Indebtedness incurred as of the Agreement Date, permitted by this clause (k),
      when aggregated with all Indebtedness permitted by clauses (f), (l) and (m)
      of
      this Section 9.3., exceed $5,000,000 at any time; 


    
      
         

      

      
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    (l)    Indebtedness
      incurred by Boniface Engineering, Ltd.; provided,
      however ̧ that
      in
      no event shall the aggregate amount of Indebtedness in Dollars (or its
      equivalent in Pounds Sterling) incurred by Boniface Engineering, Ltd., including
      Indebtedness incurred as of the Agreement Date, permitted by this clause (l),
      when aggregated with all Indebtedness permitted by clauses (f), (k) and (m)
      of
      this Section 9.3., exceed $5,000,000 at any time; and 

    


    (m)    other
      unsecured Indebtedness; provided,
      however ̧ that
      in
      no event shall the aggregate amount of Indebtedness permitted by this clause
      (m), when aggregated with all Indebtedness permitted by clauses (f), (k) and
      (l)
      of this Section 9.3., exceed $5,000,000 at any time.”

    


    (g)    The
      Credit Agreement is further amended by amending and restating clause (a) of
      Section 9.6 in its entirety as follows:

    


    “Section
      9.6 Merger, Consolidation, Sales of Assets and Other Arrangements.
...

    


    ...(a)    The
      Borrower and its Continuing Subsidiaries may (i) sell inventory in the ordinary
      course of business, (ii) sell Cash Equivalents, (iii) sell or otherwise dispose
      obsolete or worn out property or other property not necessary for operations,
      disposed of in the ordinary course of business and having a fair market value
      not exceeding $750,000 in any fiscal year; (iv) sell the Equity Interests or
      assets of any Discontinued Subsidiary owned by Borrower or any Continuing
      Subsidiary; (v) the Borrower may sell, transfer or dispose of all or a
      portion of the assets or Equity Interests of FGR; and ...”

    


    (h)    The
      Credit Agreement is further amended by amending and restating clause (e)(iv)
      of
      Section 10.1 in its entirety as follows:

    


    “Section
      10.1 Events
      of Default....

    


    ...(e)...(iv)
      the payment by the Borrower and/or its Continuing Subsidiaries in any given
      Four-Quarter Period of repurchase or indemnification obligations under
      Repurchase Agreements with respect to sold or leased inventory that is not
      re-sold or re-leased to another dealer or distributor within 180 days after
      such
      repurchase or indemnification obligation arises in an amount equal to or
      exceeding $5,000,000 (or such amount, equal to or exceeding $5,000,000, of
      payment obligations becomes due during such period and the Borrower and/or
      its
      Continuing Subsidiaries so fails to make such amount of payments); or
...”

    


    Section
      2.
      Consent.
      The
      Borrower has advised the Lender that the Borrower desires to prepay in full
      the
      Subordinated Indebtedness owing to the Junior Lenders (the “Prepayment”).
      Subject to the satisfaction of the conditions precedent set forth in Section
      3
      below, the Lender hereby consents to the Prepayment. The Borrower acknowledges
      and agrees that the consent contained in the foregoing sentence is specifically
      limited to the Prepayment and shall not be deemed to be a consent to any other
      payment, prepayment or transaction other than the Prepayment.


    
      
         

      

      
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    Section
      3.
      Conditions
      Precedent.
      The
      effectiveness of this Amendment is subject to receipt by the Lender of each
      of
      the following, each in form and substance satisfactory to the
      Lender:

    


    (a)    A
      counterpart of this Amendment duly executed by the Borrower and each Guarantor;
      

    


    (b)    Evidence
      that: 

    


    (i) the
      Subordinated Indebtedness owing to the Junior Lenders has been satisfied in
      full
      and all Junior Loan Documents (as defined in the Intercreditor Agreement) are
      null
      and void and of no further force or effect; and

    


    (ii)  all
      security interests, liens and other encumbrances in favor of the Junior Lenders
      in any assets of any Loan Party as security for any of the Subordinated
      Indebtedness owing to the Junior Lenders have been released;

    


    (c)        
      (i)
      The
      Borrower shall file, or shall cause to be filed, the UCC termination statements
      listed on Schedule 1 hereto
      substantially contemporaneously with the date hereof with the appropriate
      Governmental Authorities,
      and
      (ii) not later than October 30, 2007, the Borrower shall use its best efforts
      to
      record, or cause to be recorded, the mortgage and deed of trust releases listed
      on Schedule 1 with the appropriate Governmental Authorities; and

    


    (d)    A
      facility fee in an amount equal to 0.10% of the Revolving Credit
      Commitment.

    


    Section 4.
Representations.
      The Borrower represents and warrants to the Lender that:

    


    (a)    Authorization.
      The
      Borrower has the right and power, and has taken all necessary action to
      authorize it, to execute and deliver this Amendment and to perform its
      obligations hereunder and under the Credit Agreement, as amended by this
      Amendment, in accordance with their respective terms. This Amendment has been
      duly executed and delivered by a duly authorized officer of the Borrower and
      each of this Amendment and the Credit Agreement, as amended by this Amendment,
      is a legal, valid and binding obligation of the Borrower enforceable against
      the
      Borrower in accordance with its respective terms except as (i) the
      enforceability thereof may be limited by bankruptcy, insolvency or similar
      laws
      affecting creditors rights generally and (ii) the availability of equitable
      remedies may be limited by equitable principles of general
      applicability.

    


    (b)    Compliance
      with Laws, etc.
      The
      execution and delivery by the Borrower of this Amendment and the performance
      by
      the Borrower of this Amendment and the Credit Agreement, as amended by this
      Amendment, in accordance with their respective terms, do not and will not,
      by
      the passage of time, the giving of notice or otherwise: (i) require any
      Government Approvals or violate any Applicable Laws relating to any Loan Party;
      (ii) conflict with, result in a breach of or constitute a default under the
      organizational documents of any Loan Party or any indenture, agreement or other
      instrument to which any Loan Party is a party or by which it or any of its
      respective properties may be bound; or (iii) result in or require the
      creation or imposition of any Lien upon or with respect to any property now
      owned or hereafter acquired by any Loan Party.

    


    (c)    No
      Default.
      No
      Default or Event of Default has occurred and is continuing as of the date hereof
      nor will exist immediately after giving effect to this Amendment.

    


    Section 5.
Reaffirmation
      of
      Representations by Borrower. The Borrower hereby affirms that all
      representations and warranties made by the Borrower to the Lender in the Credit
      Agreement and the other Loan Documents to which it is a party are true and
      correct in all material respects on and as of the date hereof with the same
      force and effect as if such representations and warranties were made as of
      the
      date of this Amendment except that (i) to the extent that such
      representations and warranties expressly relate solely to an earlier date (in
      which case such representations and warranties shall have been true and accurate
      in all material respects on and as of such earlier date) and (ii) to the
      extent any materiality qualifier is contained in any such representations and
      warranties, such representations and warranties shall be accurate in all
      respects on and as of the date of this Amendment.


    
      
         

      

      
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    Section
      6. Reaffirmation of Guaranty
      by Guarantor. Each Guarantor hereby reaffirms its continuing obligations to
      the Lender under the Guaranty and agrees that the transactions contemplated
      by
      this Amendment shall not in any way affect the validity and enforceability
      of
      the Guaranty, as amended hereby, or reduce, impair or discharge the obligations
      of any Guarantor thereunder.

    


    Section 7.
Certain
      References. Each reference to the Credit Agreement in any of the Loan
      Documents shall be deemed to be a reference to the Credit Agreement as amended
      by this Amendment. 

    


    Section 8.
Expenses.
      The
      Borrower shall reimburse the Lender upon demand for all reasonable out-of-pocket
      costs and expenses (including reasonable attorneys’ fees) actually incurred by
      the Lender in connection with the preparation, negotiation and execution of
      this
      Amendment and the other agreements and documents executed and delivered in
      connection herewith.

    


    Section 9.
Benefits.
      This
      Amendment shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

    


    Section 10.
GOVERNING
      LAW.
      THIS AMENDMENT 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.

    


    Section 11.
Effect.
      Except
      as expressly herein amended, the terms and conditions of the Credit Agreement
      and the other Loan Documents remain in full force and effect. The amendments
      contained herein shall be deemed to have prospective application only, unless
      otherwise specifically stated herein.

    


    Section 12.
Counterparts.
      This Amendment may be executed in any number of counterparts, each of which
      shall be deemed to be an original and shall be binding upon all parties, their
      successors and assigns.

    


    Section 13.
Definitions.
      All capitalized terms not otherwise defined herein are used herein with the
      respective definitions given them in the Credit Agreement.

    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit
      Agreement and Consent to be executed as of the date first above
      written.

    


    THE
      BORROWER:

    


    
      
        	 	
                MILLER
                  INDUSTRIES, INC.

                


                


                By:
                  /s/ J. Vincent Mish 

                      
                  Name:
                  J. Vincent Mish 

                      
                  Title:
                  Chief Financial Officer 

                


                


                THE
                  LENDER:

                


                WACHOVIA
                  BANK, NATIONAL ASSOCIATION

                


                


                By:
                  /s/ Anne L. Sayles 

                      
                  Name:
                  Anne L. Sayles 

                      
                  Title:
                  Senior Vice President 

                


                


                THE
                  GUARANTORS:

                


                MILLER
                  INDUSTRIES TOWING EQUIPMENT INC.

                CHAMPION
                  CARRIER CORPORATION

                MILLER/GREENVILLE,
                  INC.

                CHEVRON,
                  INC.

                


                


                By:
                  /s/ J. Vincent Mish 

                      
                  Name:
                  J. Vincent Mish 

                      
                  Title:
                  Vice President and Chief Financial Officer