THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Miller Industries, Inc. (MLR)

4/21/2006 Proxy Information

On June 17, 2005, the Company entered into a Senior Credit Agreement with Wachovia Bank, National Association, for a new senior credit facility. Proceeds from this new senior credit facility were used to repay the lenders under the Company’s former senior credit facility, CIT Group/Business Credit, Inc. and William G. Miller, the Company’s Chairman of the Board and Co-Chief Executive Officer. In the transaction, CIT received $14.1 million and Mr. Miller received $12.0 million. As a result, effective June 17, 2005, the Company’s former senior credit facility was satisfied and terminated, and Mr. Miller ceased to hold any of the Company’s senior debt. This transaction was approved by the Company’s Audit Committee, as well as the full Board of Directors with Mr. Miller abstaining due to his personal interest in the transaction. The Company paid Mr. Miller approximately $664,000 in interest expense related to his portion of the former senior credit facility during 2005.

On May 31, 2005, Harbourside Investments, LLLP (“Harbourside”), which was at that time the lender under the Company’s junior credit facility, was dissolved. Harbourside was a limited liability limited partnership of which several of the Company’s executive officers and directors were partners. Specifically, William G. Miller was the general partner of, and controlled, Harbourside. Mr. Miller is the Company’s Chairman of the Board and Co-Chief Executive Officer, as well as the holder of approximately 14.4% of the Company’s outstanding Common Stock. In addition, Mr. Miller, Jeffrey I. Badgley, the Company’s President and Co-Chief Executive Officer, J. Vincent Mish, the Company’s Executive Vice President and Chief Financial Officer, and Frank Madonia, the Company’s Executive Vice President, Secretary and General Counsel, were limited partners in Harbourside. In connection with the dissolution of Harbourside, Mr. Miller, as successor lender agent to Harbourside, became the sole lender under the Company’s junior credit facility. In addition, upon dissolution, Harbourside distributed all of its shares of the Company’s Common Stock to its partners, including Messrs. Miller, Badgley, Mish and Madonia. As partners of Harbourside, in the distribution Messrs. Miller and Badgley each received 109,899 shares of Common Stock, and Messrs. Mish and Madonia each received 21,980 shares of Common Stock. The Company paid Harbourside approximately $211,000 in interest expense on the junior credit facility during 2005.

On June 17, 2005, the Company and Mr. Miller amended the Company’s junior credit facility to provide for a new term loan, made by Mr. Miller as sole lender and successor lender agent, in the principal amount of approximately $5.7 million. As a result, on June 17, 2005, the total outstanding principal amount of term loans under the Company’s junior credit facility was $10.0 million. This transaction was approved by the Company’s Audit Committee, as well as the full Board of Directors with Mr. Miller abstaining due to his personal interest in the transaction. The Company paid Mr. Miller approximately $415,000 in interest under its amended junior credit facility for 2005, and as of March 31, 2006 the Company’s debt under its junior credit facility was approximately $10.0 million. Approximately $77,000 is included in accrued liabilities for unpaid interest on the junior credit facility at December 31, 2005. The Company expects to continue to make payments under its junior credit facility during 2006, and may engage in such other transactions with Mr. Miller with respect thereto as may be related to Mr. Miller’s continuing ownership of the Company’s junior debt, including transactions that may result in a longer term or new junior credit facility.

In 2005, the son of William G. Miller, the Company’s Chairman of the Board and Co-Chief Executive Officer, was employed by the Company as a salesperson and received a salary and bonus of approximately $60,650 and sales commissions of approximately $139,000, which were based on the Company’s commission structure that is applicable to all its salespersons.

In October 2004, the Company began a project with DataPath, Inc (“DataPath”), a provider of satellite communications, to design, engineer and manufacture mobile communication trailers for military application. DataPath is a company in which Mr. Miller and A. Russell Chandler, III, one of the Company’s directors, hold a minority interest and on whose board they also serve. In the fourth quarter of 2004, and the first quarter of 2005, the Company manufactured mobile communication trailers for DataPath, and on March 30, 2005, the Company entered into a new agreement with DataPath calling for the Company to manufacture and sell to DataPath all of its requirements for this type of equipment during the five-year term of the agreement. Total revenue to the Company from its transactions with DataPath in 2005 was $23,727,000, and at December 31, 2005, approximately $2,311,000 was included in accounts receivable for amounts due from DataPath. Future revenues under this arrangement will depend on the number of mobile communications trailers ordered by DataPath from the Company. All these arrangements were approved by the disinterested members of the Company’s Audit Committee.