0001107049-04-000086 Sample Contracts

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BY AND BETWEEN
Exchange Agreement • January 27th, 2004 • Miller Industries Inc /Tn/ • Truck & bus bodies • New York

THIS EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of January 14, 2004, by and between MILLER INDUSTRIES, INC., a Tennessee corporation ("MILLER INDUSTRIES"), and CONTRARIAN FUNDS, LLC, a Delaware limited liability company ("CONTRARIAN"). Capitalized terms used herein but not otherwise located in the text of this Agreement are defined in SECTION 11.12.

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Credit Agreement • January 27th, 2004 • Miller Industries Inc /Tn/ • Truck & bus bodies • Georgia
SECOND AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • January 27th, 2004 • Miller Industries Inc /Tn/ • Truck & bus bodies • Georgia
The CIT Group/Business Credit, Inc. 900 Ashwood Parkway Suite 610 Atlanta, GA 30338
Participation Agreement • January 27th, 2004 • Miller Industries Inc /Tn/ • Truck & bus bodies • Georgia
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