AMENDMENT NO. 6 TO CREDIT AGREEMENT
                       -----------------------------------

         THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this  "Amendment  Agreement")
is made and entered into as of the 14th day of December,  2000, and effective as
provided in SECTION 6 hereof, by and among MILLER INDUSTRIES,  INC., a Tennessee
corporation ("Miller"),  and MILLER INDUSTRIES TOWING EQUIPMENT INC., a Delaware
corporation and wholly owned subsidiary of Miller ("Miller  Towing") (Miller and
Miller  Towing  may be  referred  to herein  individually  as a  "Borrower"  and
together  as the  "Borrowers"),  EACH OF THE  GUARANTORS  SIGNATORY  HERETO (the
"Guarantors"), BANK OF AMERICA, N.A., SUCCESSOR TO NATIONSBANK, N.A., a national
banking association  organized and existing under the laws of the United States,
as agent  ("Agent") for the Lenders under the Credit  Agreement and the Lenders.
Unless the context otherwise requires, all capitalized terms used herein without
definition shall have the definitions provided therefor in the Credit Agreement.

                              W I T N E S S E T H:
                              --------------------

         WHEREAS,  the Agent,  the Lenders and the  Borrowers  have entered into
that  certain  Credit  Agreement  dated as of January  30,  1998,  as amended by
Amendment  No.  1 to  Credit  Agreement  dated  as of  January  31,  1998 and by
Amendment  No.  2 to  Credit  Agreement  dated  as of  October  30,  1998 and by
Amendment No. 3 to Credit  Agreement  dated as of July 27, 1999 and by Amendment
No. 4 to Credit  Agreement dated as of August 13, 1999 and by Amendment No. 5 to
Credit  Agreement  dated as of July 26,  2000 (as  hereby  and from time to time
amended, supplemented,  modified or replaced, the "Credit Agreement"),  pursuant
to  which  the  Lenders  have  agreed  to make and have  made  available  to the
Borrowers a credit facility  including a revolving credit facility with a letter
of credit sublimit and a swing line sublimit; and

         WHEREAS,  the  Borrowers  have  requested  that the terms of the Credit
Agreement be amended in the manner set forth herein,  and that certain  Defaults
under the Credit Agreement be waived, and the Agent and the Lenders,  subject to
the terms and  conditions  contained  herein,  have agreed to such amendment and
waiver, to be effective as provided herein;

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

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

         1. DEFINITIONS. The term "Credit Agreement" or "Agreement" (as the case
may be) as used herein and in the Loan Documents shall mean the Credit Agreement
as hereby amended and modified,  and as further  amended,  modified  replaced or
supplemented from time to time as permitted thereby.

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

         (A) THE  FOLLOWING  DEFINITIONS  ARE HEREBY ADDED TO SECTION 1.1 OF THE
CREDIT AGREEMENT IN ALPHABETICAL POSITION AND SHALL READ AS FOLLOWS:

               "Amendment No. 6" means Amendment No. 6 to Credit Agreement dated
as of December 14, 2000 by and among the Borrowers,  the  Guarantors,  the Agent
and the Lenders.

               "Independent  Distributors" means any and all distributors of the
Borrowers which do not constitute Subsidiaries of Miller.

               "Total Facility  Commitment" means the sum of the Total Revolving
Credit Commitment and the Total Term Loan Commitment.

               (B) SECTION  2.7(B) OF THE CREDIT  AGREEMENT IS HEREBY AMENDED BY
ADDING ROMAN NUMERATE (I) AFTER "ADDITIONAL  MANDATORY  REDUCTIONS" AND ADDING A
NEW PARAGRAPH WHICH SHALL READ AS FOLLOWS:

               (ii) The Total Facility  Commitment  shall be  automatically  and
permanently reduced to the following amounts at the following dates (but only if
and to the extent such  reductions  have not already been achieved as the result
of any reduction of the Total Revolving  Credit  Commitment  pursuant to SECTION
2.3 or 2.7(a) or the Total Term Loan  Commitment  pursuant  to  SECTION  2A.7 or
2A.8):

                  (A)      December 15, 2000              --       $125,000,000

                  (B)      January 31, 2001               --       $119,000,000

Each  mandatory  reduction of the Total Facility  Commitment as described  above
shall be accompanied by payment of Revolving Loans and/or Term Loan Outstandings
to the  extent  that the  principal  amount of  Outstandings  exceeds  the Total
Facility  Commitment  after  giving  effect to such  reductions  together,  with
accrued  and unpaid  interest  on the  amount  prepaid;  PROVIDED  that any such
prepayments  shall be applied first to Term Loan  Outstandings  and then, in the
event and to the extent that all Term Loan Outstandings  shall have been repaid,
to Revolving Credit Outstandings.

               (C) SECTION  2A.9 OF THE CREDIT  AGREEMENT  IS HEREBY  AMENDED BY
ADDING ROMAN NUMERATE (I) AFTER  "ADDITIONAL  MANDATORY  COMMITMENT  REDUCTIONS"
THERETO, AND ADDING A NEW PARAGRAPH WHICH SHALL READ AS FOLLOWS:

               (ii) The Total Facility  Commitment  shall be  automatically  and
permanently reduced to the following amounts at the following dates (but only if
and to the extent such  reductions  have not already been achieved as the result
of any reduction of the Total Revolving  Credit  Commitment  pursuant to SECTION
2.3 or 2.7(a) or the Total Term Loan  Commitment  pursuant  to  Section  2A.7 or
2A.8):

                  (A)      December 15, 2000             --       $125,000,000

                  (B)      January 31, 2001              --       $119,000,000


                                       2
<PAGE>

Each  mandatory  reduction of the Total Facility  Commitment as described  above
shall be accompanied by payment of Revolving Loans and/or Term Loan Outstandings
to the  extent  that the  principal  amount of  Outstandings  exceeds  the Total
Facility Commitment after giving effect to such reductions together with accrued
and unpaid  interest on the amount prepaid;  PROVIDED that any such  prepayments
shall be applied first to Term Loan  Outstandings  and then, in the event and to
the extent that all Term Loan Outstandings  shall have been repaid, to Revolving
Credit Outstandings.

         (D) SECTION 8.1 OF THE CREDIT  AGREEMENT IS HEREBY AMENDED BY RESTATING
SUBSECTION (D) IN ITS ENTIRETY AS FOLLOWS, DELETING THE WORD "AND" AT THE END OF
SUBSECTION (F),  DELETING THE PERIOD (.) AT THE END OF SUBSECTION (G) AND ADDING
A SEMICOLON  (;) THERETO,  AND ADDING A NEW  SUBSECTION  (H) WHICH SHALL READ AS
FOLLOWS:

         (d) as soon as practical and in any event within thirty (30) days after
the end of each month,  deliver to the Agent and each  Lender a  Borrowing  Base
Certificate in the form of Exhibit N, together with an accounts receivable aging
report and an inventory report in form and substance reasonably  satisfactory to
the Agent and the  Lenders  and such other  information  and  schedules  related
thereto as reasonably required by the Agent or the Lenders;

         (h) as soon as practical and in any event within thirty (30) days after
the end of each month, such financial  information as shall be required by Agent
and Lenders in their reasonable discretion.

         (F) SECTIONS 9.1(A) AND (C) OF THE CREDIT  AGREEMENT ARE HEREBY AMENDED
AND RESTATED IN THEIR ENTIRETY AS FOLLOWS:

         (a) Capital Expenditures.  Make or become permitted to make (i) Capital
Expenditures  in excess of  $4,000,000  in the  aggregate  in any Fiscal Year of
Miller  ending after April 30, 2000, or (ii) Capital  Expenditures  in excess of
$1,500,000  in any  fiscal  quarter  ending  on or after the  effective  date of
Amendment  No. 6 (on a  non-cumulative  basis,  with the effect that amounts not
expended in any period may not be carried forward to any other period).

         (c) Minimum Consolidated EBITDA.  Permit Consolidated EBITDA to be less
than the following amounts for the following periods:

                                                         Consolidated EBITDA
                           PERIOD                       MUST NOT BE LESS THAN
                           ------                       ---------------------

         Fiscal quarter ending October 31, 2000:          $4,600,000

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

         Fiscal quarter ending April 30, 2001:            $10,800,000

         Each Fiscal quarter thereafter:                  $10,800,000

         (G) SECTION 9.3 OF THE CREDIT  AGREEMENT IS HEREBY  AMENDED BY DELETING
THE WORD "AND" AT THE END OF SUBSECTION (G),  DELETING THE PERIOD (.) AT THE END
OF SUBSECTION (H) AND ADDING A SEMICOLON (;) THERETO, AND ADDING NEW SUBSECTIONS
(I), (J) AND (K) WHICH SHALL READ AS FOLLOWS:


                                       3
<PAGE>

         (i) Liens arising in connection with floor plan financing  arrangements
constituting Debt Offerings permitted under SECTION 9.4(G);  provided such liens
are  limited to the  property  subject to such  financing  arrangements  and the
proceeds thereof;

         (j) Liens arising in connection with inventory  repurchase  obligations
permitted under SECTION 9.4 (I); provided such liens are limited to the property
subject to such financing arrangements and the proceeds thereof; and

         (k) Liens arising in connection  with floor plan  financings  permitted
under Section 9.4 (J);  provided such liens are limited to the property  subject
to such financing arrangements and the proceeds thereof.

         (H) SECTION 9.4 OF THE CREDIT  AGREEMENT IS HEREBY  AMENDED BY DELETING
THE WORD "AND" AT THE END OF SUBSECTION (F),  DELETING THE PERIOD (.) AT THE END
OF SUBSECTION (G) AND ADDING A SEMICOLON (;) THERETO, AND ADDING NEW SUBSECTIONS
(H), (I) AND (J) WHICH SHALL READ AS FOLLOWS:

         (h) guaranty  obligations of Miller  incurred in the course of business
directly  or  indirectly  guaranteeing   Indebtedness  of  any  purchaser  of  a
Designated  Asset disposed of in an Asset  Disposition  permitted  under SECTION
9.5(F); provided that the amount of such obligations shall not exceed $3,500,000
in the aggregate at any time from the effective  date of Amendment No. 6 through
the Stated Termination Date;

         (i)  inventory  repurchase  obligations  incurred with respect to floor
plan financing for  Independent  Distributors;  PROVIDED that the amount of such
obligations shall not exceed $30,000,000 in the aggregate at any time; and

         (j) partial  recourse  obligations  of Miller  incurred with respect to
floor plan financing for Independent  Distributors;  PROVIDED that the amount of
such exposure shall not exceed $1,000,000 in the aggregate at any time.

         (I) EXHIBIT M OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN
ITS ENTIRETY AS ATTACHED HERETO AS EXHIBIT M.

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

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

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

                                       4
<PAGE>

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

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

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

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

         5. FEES. In addition to any fees  otherwise  provided for in the Credit
Agreement,  the  Borrowers  hereby agree to pay an up-front  amendment  fee (the
"Up-front Fee") equal to 0.10% of the Total Facility Commitment, due and payable
on the effective date of this Amendment  Agreement to the Agent for the pro rata
benefit of the Lenders based on their  Applicable  Commitment  Percentages,  and
which fee shall be fully earned when due and payable and not refundable.

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

         a. six (6)  counterparts  of this Amendment  Agreement  executed by the
Borrowers, the Guarantors, the Agent and the Lenders;

         b.  payment  of all  fees  then due to the  Agent  and the  Lenders  in
connection with the execution and delivery of this Amendment,  including but not
limited to (i) the  Up-front  Fee in the amount of  $125,000,  (ii) that certain
Term Loan Facility Fee described in SECTION 2A.12 of the Credit  Agreement,  due
and payable on November 30, 2000,  and (iii) fees and expenses of counsel to the
Agent and the Lenders;

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

         Upon the  satisfaction  of the  conditions set forth in this SECTION 6,
this  Amendment  Agreement  shall be effective  as of the date hereof  except as
otherwise provided in SECTION 15, PROVIDED that the amendment and restatement of
SECTION 9.1(C) contained in SECTION 2(F) hereof shall be effective as of October
31, 2000.


                                       5
<PAGE>

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

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

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

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

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

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

         13.  RELEASE.  Borrowers and Guarantors  acknowledge  that they have no
existing defense,  counterclaim,  offset, right of recoupment,  cross-complaint,
claim or demand of any kind or nature  whatsoever that can be asserted to reduce
or eliminate  all or any part of their  respective  liability to pay in full the
indebtedness  outstanding under the Credit Agreement and the Notes and the other
Loan Documents.  In consideration for the execution of this Amendment Agreement,
Borrowers and Guarantors do hereby  release and forever  discharge the Agent and
the Lenders and all of their officers, directors,  employees and agents from any
and all actions, causes of action, debts, dues, claims, demands, liabilities and
obligations of every kind and nature, both in law and equity,  known or unknown,
which  might be asserted  against  the Agent or the Lenders  based on actions or
events  occurring  on or  prior to the date of this  Amendment  Agreement.  This
release  applies  to all  matters  arising  out  of or  relating  to the  Credit
Agreement and the other Loan  Documents  and the lending,  deposit and borrowing
relationships between the Borrowers, the Guarantors,  the Agent and the Lenders,
including the administration, collateralization, and funding thereof.

         14.  NO  NOVATION.   This  Agreement  is  given  as  an  amendment  and
modification  of, and not as a payment of, the Obligations of the Borrower under
the Credit  Agreement and is not intended to constitute a novation of the Credit
Agreement.  All of the  indebtedness,  liabilities and



                                       6
<PAGE>

obligations   owing  by  the  Borrowers  under  the  Credit  Agreement  and  the
Guarantor's obligations under the Guaranties,  as applicable,  shall continue to
be secured by the  "Collateral"  as  defined  in the  Credit  Agreement  and the
Borrowers and the  Guarantors  acknowledge  and agree that the  "Collateral"  as
defined  in the Credit  Agreement  shall  continue  to  constitute  "Collateral"
hereunder and remains  subject to a security  interest in favor of the Agent for
the  benefit  of itself  and the  Lenders  and to secure  such  Obligations  and
Guarantors' Obligations.

         15. DEFAULT WAIVER. Effective as of October 31, 2000, the Agent and the
Lenders  hereby  waive  any  Default  or Event  of  Default  resulting  from any
violation  by the  Borrowers of any  provision  of Section  9.1(c) of the Credit
Agreement for the reporting period ending October 31, 2000.  Effective as of the
date  hereof,  the Agent and the  Lenders  hereby  waive any Default or Event of
Default  resulting  from the  Borrowers'  failure  to  timely  pay the Term Loan
Facility  Fee  required in SECTION  2A.12 of the Credit  Agreement.  This waiver
shall be a one-time  waiver  covering the periods  described  and limited to the
defaults  described,  and shall in no way serve to waive any  obligations of the
Borrowers other than as expressly set forth above.

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

         17.  EXPENSES.  Without  limiting the provisions of SECTION 12.5 of the
Credit  Agreement,  the Borrowers agree to pay to the Agent all reasonable costs
and expenses  (including without limitation legal fees and expenses) incurred or
arising in connection  with the  negotiation  and  preparation of this Amendment
Agreement.

                            [SIGNATURE PAGES FOLLOW]



                                       7
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to Credit Agreement to be duly executed by their duly authorized  officers,  all
as of the day and year first above written.

                                          BORROWERS:
                                          ----------

                                          MILLER INDUSTRIES, INC.


                                          By: ________________________________
                                          Name:_______________________________
                                          Title: _____________________________


                                          MILLER INDUSTRIES TOWING
                                          EQUIPMENT INC.


                                          By: ________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>


                                       GUARANTORS:
                                       -----------

                                           ACKERMAN WRECKER SERVICE, INC.
                                           A-EXCELLENCE TOWING CO.
                                           ALL AMERICAN TOWING SERVICES,  INC.
                                           ALLIED GARDENS TOWING, INC.
                                           ALLIED TOWING AND RECOVERY, INC.
                                           ALTAMONTE TOWING, INC.
                                           ANDERSON TOWING SERVICE, INC.
                                           APACO, INC.
                                           ARROW WRECKER SERVICE, INC.
                                           A TO Z ENTERPRISES, INC.
                                           B&B ASSOCIATED INDUSTRIES, INC.
                                           B-G TOWING, INC.
                                           BEAR TRANSPORTATION, INC.
                                           BEATY TOWING & RECOVERY, INC.
                                           BERT'S TOWING RECOVERY
                                           CORPORATION
                                           BILL GERLOCK TOWING CO.
                                           BOB BOLIN SERVICES, INC.
                                           BOB'S AUTO SERVICE, INC.
                                           BOB VINCENT AND SONS WRECKER
                                           SERVICE, INC.
                                           BOULEVARD & TRUMBULL TOWING, INC.
                                           BREWER'S, INC.
                                           BRYRICH CORPORATION
                                           C&L TOWING SERVICES, INC.
                                           CAL WEST TOWING, INC.
                                           CEDAR BLUFF 24 HOUR TOWING, INC.
                                           CENTRAL VALLEY TOWING, INC.
                                           CENTURY HOLDINGS, INC.
                                           CHAD'S, INC.
                                           CHAMPION CARRIER CORPORATION
                                           CHEVRON, INC.
                                           CHICAGO METRO SERVICES, INC.
                                           CLARENCE CORNISH AUTOMOTIVE
                                           SERVICE, INC.
                                           CLEVELAND VEHICLE DETENTION
                                           CENTER, INC.
                                           COFFEY'S TOWING, INC.
                                           COLEMAN'S TOWING & RECOVERY, INC.
                                           COMPETITION WHEELIFT, INC.
                                           D.A. HANELINE, INC.
                                           DALLAS VEHICLE RECOVERY, INC.
                                           DICK'S TOWING & ROAD SERVICE, INC.
                                           DOLLAR ENTERPRISES, INC.
                                           DON'S TOWING, INC.
                                           DUGGER'S SERVICES, INC.

<PAGE>

                                           DUN-RITE TOWING, INC.
                                           DURU, INC.
                                           E.B.T., INC.
                                           EXPORT ENTERPRISES, INC.
                                           GARY'S TOWING & SALVAGE POOL, INC.
                                           GOLDEN WEST TOWING EQUIPMENT,
                                           INC.
                                           GOOD MECHANIC AUTO CO. OF
                                           RICHFIELD, INC.
                                           GREAT AMERICA TOWING, INC.
                                           GREG'S TOWING, INC.
                                           H&H TOWING ENTERPRISES, INC.
                                           HALL'S TOWING SERVICE, INC.
                                           HENDRICKSON TOWING, INC.
                                           H.M.R. ENTERPRISES, INC.
                                           INTERSTATE TOWING & RECOVERY, INC.
                                           JENKINS WRECKER SERVICE, INC.
                                           JENNINGS ENTERPRISES, INC.
                                           KAUFF'S, INC.
                                           KAUFF'S OF FT. PIERCE, INC.
                                           KAUFF'S OF MIAMI, INC.
                                           KAUFFS OF PALM BEACH, INC.
                                           KEN'S TOWING, INC.
                                           KING AUTOMOTIVE & INDUSTRIAL
                                           EQUIPMENT, INC.
                                           LANCE WRECKER SERVICE, INC.
                                           LAZER TOW SERVICES, INC.
                                           LEVESQUE'S AUTO SERVICE, INC.
                                           LEWIS WRECKER SERVICE, INC.
                                           LINCOLN TOWING ENTERPRISES, INC.
                                           M&M TOWING AND RECOVERY, INC.
                                           MAEJO, INC.
                                           MEL'S ACQUISITION CORP.
                                           MERL'S TOWING SERVICE, INC.
                                           MID AMERICA WRECKER & EQUIPMENT
                                           SALES, INC. OF COLORADO
                                           MIKE'S WRECKER SERVICE, INC.
                                           MILLER FINANCIAL SERVICES GROUP,
                                           INC.
                                           MILLER/GREENEVILLE, INC.
                                           MILLER INDUSTRIES DISTRIBUTING, INC.
                                           MILLER INDUSTRIES INTERNATIONAL,
                                           INC.
                                           MOORE'S SERVICE & TOWING, INC.
                                           MOORE'S TOWING SERVICE, INC.
                                           MOSTELLER'S GARAGE, INC.
                                           MURPHY'S TOWING, INC.
                                           OFFICIAL TOWING, INC.

<PAGE>

                                           O'HARE TRUCK SERVICE, INC.
                                           PETE'S A TOWING, INC.
                                           PIPES ENTERPRISES, INC.
                                           PRO-TOW, INC.
                                           PULLEN'S TRUCK CENTER, INC.
                                           PURPOSE, INC.
                                           RAR ENTERPRISES, INC.
                                           RANDY'S HIGH COUNTRY TOWING, INC.
                                           RAY HARRIS, INC.
                                           RMA ACQUISITION CORP.
                                           RRIC ACQUISITION CORP.
                                           RAY'S TOWING, INC.
                                           RECOVERY SERVICES, INC.
                                           RETRIEVER TOWING, INC.
                                           ROAD BUTLER, INC.
                                           ROAD ONE, INC.
                                           ROADONE EMPLOYEE SERVICES, INC.
                                           ROAD ONE INSURANCE SERVICES, INC.
                                           ROAD ONE SERVICE, INC.
                                           ROADONE SPECIALIZED
                                           TRANSPORTATION, INC.
                                           ROADONE TRANSPORTATION AND
                                           LOGISTICS, INC.
                                           RONNY MILLER WRECKER SERVICE INC.
                                           SANDY'S AUTO & TRUCK SERVICE, INC.
                                           SAKSTRUP TOWING, INC.
                                           SONOMA CIRCUITS, INC.
                                           SOUTHERN WRECKER CENTER, INC.
                                           SOUTHERN WRECKER SALES, INC.
                                           SOUTHWEST TRANSPORT, INC.
                                           SPEED'S AUTOMOTIVE, INC.
                                           SPEED'S RENTALS, INC.
                                           SROGA'S AUTOMOTIVE SERVICES, INC.
                                           SUBURBAN WRECKER SERVICE, INC.
                                           TEAM TOWING AND RECOVERY, INC.
                                           TED'S OF FAYVILLE, INC.
                                           TEXAS TOWING CORPORATION
                                           THOMPSON'S WRECKER SERVICE, INC.
                                           TOW PRO CUSTOM TOWING & HAULING,
                                           INC.
                                           TREASURE COAST TOWING, INC.
                                           TRUCK SALES & SALVAGE CO., INC.
                                           VRCHOTA CORPORATION
                                           VULCAN EQUIPMENT COMPANY, INC.
                                           WALKER TOWING, INC.
                                           WES'S SERVICE INCORPORATED
                                           WESTERN TOWING; MCCLURE/EARLEY
                                           ENTERPRISES, INC.
<PAGE>

                                           WHITEY'S TOWING, INC.
                                           WILTSE TOWING, INC.
                                           ZEBRA TOWING, INC.
                                           ZEHNER TOWING & RECOVERY, INC.



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


<PAGE>


                                        AGENT AND LENDERS:

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

                                        By:  /s/ John P. M. Datton
                                        Name:  John P. M. Datton
                                        Title:  VP



                                        WACHOVIA BANK, N.A.

                                        By:  /s/ unreadable
                                        Name:  unreadable
                                        Title: SVP


                                        AMSOUTH BANK, FORMERLY KNOWN AS
                                        FIRST AMERICAN NATIONAL BANK

                                        By:  /s/ M. Rex Hamilton
                                        Name: M. Rex Hamilton
                                        Title: Commercial Banking Officer

                                       SUNTRUST BANK

                                        By: /s/ Allen K. Oakley
                                        Name: Allen K. Oakley
                                        Title: Managing Director



<PAGE>

                                    EXHIBIT M

                             Compliance Certificate

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


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

1.       Calculations


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

                           Total for fiscal quarter: __________________
                           Total for Fiscal Year:    __________________

                  REQUIRED:       Maximum of $1,500,000 in any fiscal quarter.
                                  Maximum of $4,000,000 in any Fiscal Year.

         B.       Compliance with Section 9.1(b): Consolidated Funded
                  Total Indebtedness to Consolidated EBITDA
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                  1.       Consolidated Funded Total Indebtedness                       $__________
                  2.       Consolidated EBITDA for such FOUR-QUARTER PERIOD             $__________
                           a.       Consolidated Net Income               $__________
                           b.       Consolidated Interest Expense         $__________
                           c.       Taxes on income                       $__________
                           d.       Amortization                          $__________
                           e.       Depreciation                          $__________
                           f.       Non-recurring noncash
                                    restructuring charges (if approved)   $__________
<PAGE>

                           g.       Net gains on the collection of
                                    proceeds of life insurance
                                    policies                              $__________
                           h.       Write-ups of any assets other than
                                    permitted by FAS 16                   $__________
                           i.       Other extraordinary net gains
                                    or credits                            $__________

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

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

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

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

         C.       Compliance with Section 9.1(c): Minimum Consolidated EBITDA

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

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

                  REQUIRED:         JULY 31, 2000: $3,800,000
                                    OCTOBER 31, 2000: $4,600,000
                                    JANUARY 31, 2001: $8,500,000
                                    APRIL 30, 2001: $10,800,000


                                      M-2

<PAGE>


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

                  1.       Existing Indebtedness                                        $__________

                  REQUIRED:    NOT MORE THAN $1,000,000 OUTSTANDING
                               AT ANY TIME


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

                  1.       Purchase money and Capital Lease obligations                 $__________

                  REQUIRED:    NOT MORE THAN THE SUM OF (I) $300,000
                               AND (II) THE AGGREGATE AMOUNT OF PURCHASE
                               MONEY INDEBTEDNESS AND OBLIGATIONS UNDER
                               CAPITAL LEASES EXISTING AS OF THE DATE OF
                               AMENDMENT NO. 5.

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

                  1.       Guarantees of trade account indebtedness                     $__________

                  REQUIRED:    NOT MORE THAN $1,000,000 OUTSTANDING
                               AT ANY TIME

         G.       Compliance with Section 9.4(h): Guarantees of Designated Asset Disposition

                  1.       Guarantees of Designated Asset Disposition                   $__________

                  REQUIRED:    NOT MORE THAN $3,500,000 OUTSTANDING
                               THROUGH APRIL 30, 2001

         H.       Compliance with Section 9.4(i): Guarantees of floor plan financing

                  1.       Guarantees of floor plan financing                           $__________

                  REQUIRED:    NOT MORE THAN $30,000,000 OUTSTANDING
                               AT ANY TIME

         I.       Compliance with Section 9.4(j): Guarantees of partial recourse obligations

                  1.       Guarantees of partial recourse obligations                   $__________

                  REQUIRED:    NOT MORE THAN $1,000,000 OUTSTANDING
                               AT ANY TIME
</TABLE>

                                      M-3
<PAGE>

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
___________, 20___.



                                       By:
                                          -------------------------------------
                                                Authorized Representative
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------


                                      M-4