Negative Pledge Agreement

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, N.A., 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 of even date herewith (the "Credit Agreement") and the Guarantors and the Agent have entered into that certain Guaranty Agreement dated of even date herewith (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 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 30th day of January, 1998.


BORROWERS:


MILLER INDUSTRIES, INC.


By: /s/ Jeffrey Badgley
Name: Jeffrey Badgley
Title: President

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