ex101creditagreementamd.htm


    Exhibit
10.1

      
         

      


      FIRST
AMENDMENT TO CREDIT AGREEMENT

       

      


      THIS FIRST AMENDMENT TO CREDIT
AGREEMENT dated as of October 15, 2009 (the “Amendment”) is
entered into among Insituform Technologies, Inc., a Delaware corporation (the
“Borrower”),
the Guarantors, the Lenders party hereto and Bank of America, N.A., as
Administrative Agent.  All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement (as defined below).

      


      RECITALS

      


      WHEREAS, the Borrower, the Guarantors,
the Lenders and Bank of America, N.A., as Administrative Agent entered into that
certain Credit Agreement dated as of March 31, 2009 (as amended and modified
from time to time, the “Credit
Agreement”);

      


      WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement as set
forth below;

      


      NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      


      1.           
Amendments.  The
Credit Agreement is hereby amended as follows:

      


      (a)           Section
1.01.  The following definitions of “Canadian
Acquisition”, and “Canadian Subsidiary”
are hereby added to Section 1.01 of the Credit Agreement in the appropriate
alphabetical order:

      


      “Canadian Acquisition”
means the Acquisition by the Canadian Subsidiary of the operating assets of the
Camrose, Alberta operation of Garneau Inc. for a purchase price not to exceed
12,350,000 Canadian Dollars.

      


      “Canadian Subsidiary”
means Bayou Perma-Pipe Canada, Ltd.

      


      (b)           Section
8.02.  The “.” at the end of clause (i) in Section 8.02 of the
Credit Agreement is hereby replaced with “; and” and the following new clause
(j) is hereby added immediately following clause (i) to read as
follows:

      


      (j)           the
Canadian Acquisition.

      


      
        	
              	
                (c)

              	
                Section
      8.03.  Section 8.03(e) of the Credit Agreement is hereby amended
      to read as follows:

              


      

      


      (e)   Priority Debt in an aggregate
principal amount not to exceed the lesser of (i) $20,000,000 at any time
outstanding and (ii) the amount of Priority Debt permitted by the Note Purchase
Agreement;

      


      2.       
    Conditions
Precedent.  This Amendment shall be effective upon satisfaction
of the following conditions precedent:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


          (a)           The
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower, the Guarantors, the Required Lenders and the Administrative
Agent.

      


          (b)           The
Administrative Agent shall have received a certified copy of the executed asset
purchase agreement for the Canadian Acquisition in form and substance reasonably
acceptable to the Administrative Agent.

      


          (c)           The
Administrative Agent shall have received (i) for the account of each Lender
executing this Amendment on or before 12 noon (CST), October 15, 2009, a fee of
0.10% on the amount of such Lender’s outstanding Term Loan and Commitment and
(ii) any other reasonable fees and expenses owing to the Administrative Agent,
the Lenders or BAS.

      


      3.         
  Miscellaneous.

      


      
            (a)   The
Credit Agreement and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.

      

      


          (b)           Each
Guarantor (a) acknowledges and consents to all of the terms and conditions
of this Amendment, (b) affirms all of its obligations under the Loan
Documents and (c) agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge its obligations under
the Credit Agreement or the other Loan Documents.

      


      
        	
              	
                (c)

              	
                The
      Borrower and the Guarantors hereby represent and warrant as
      follows:

              


      

      


      (i)           Each
Loan Party has taken all necessary action to authorize the execution, delivery
and performance of this Amendment.

      


      (ii)           This
Amendment has been duly executed and delivered by the Loan Parties and
constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and
(B) general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).

      


      (iii)           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan
Party of this Amendment.

      


      
            (d)   The Loan
Parties represent and warrant to the Lenders that (i) the representations and
warranties of the Loan Parties set forth in Article VI of the
Credit Agreement and in each other Loan Document are true and correct as of the
date hereof with the same effect as if made on and as of the date hereof, except
to the extent such representations and warranties expressly relate solely to an
earlier date and (ii) no event has occurred and is continuing which constitutes
a Default or an Event of Default.

      

      


      
            (e)   This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                 
      

              	
                same
      instrument.  Delivery of an executed counterpart of this
      Amendment by telecopy or other secure electronic format (.pdf) shall be
      effective as an original and shall constitute a representation that an
      executed original shall be
delivered.

              


      

      


          (f)           THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

      


      


      [Signature
pages follow]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written.

      


      BORROWER:                                        INSITUFORM
TECHNOLOGIES, INC.,

      a
Delaware corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:  
David F. Morris

      Title:   
 Senior Vice President and Chief Administrative Officer

      


      


      GUARANTORS:                                   INSITUFORM
TECHNOLOGIES USA, INC.,

      a Delaware corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      INA ACQUISITION CORP.,

      a Delaware corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      ITI INTERNATIONAL SERVICES,
INC.,

      a Delaware corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      MISSISSIPPI TEXTILES
CORPORATION,

      a Mississippi corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      AFFHOLDER, INC.,

      a Missouri
corporation


      


      


      By:        /s/ David F.
Morris

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

                                                           


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      THE BAYOU COMPANIES,
INC.,

      a Delaware corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      KINSEL INDUSTRIES, INC.,

      a Texas corporation

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      CCSI MANAGEMENT, LLC,

      a Texas limited liability
company

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:    
Senior Vice President and Chief Administrative Officer

      


      COMMERCIAL COATING SERVICES
INTERNATIONAL, LTD.,

      a Texas limited
partnership

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      


      BAYOU WELDING WORKS, LLC,

      a Louisiana limited liability
company

      


      


      By:        /s/ David F.
Morris                                                      

      Name:   David
F. Morris

      Title:     Senior
Vice President and Chief Administrative Officer

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ADMINISTRATIVE

      AGENT:                                                
BANK OF AMERICA, N.A.,

      as
Administrative Agent

      


      By:        /s/ Michael
Brashler                                                      

      Name:   Michael
Brashler

      Title:     Vice
President

      


      LENDERS:                                            
BANK OF AMERICA, N.A.,

      as a
Lender, Swing Line Lender and L/C Issuer

      


      By:        /s/ Stephen
Bode                                           

      Name:  
Stephen Bode

      Title:     Senior
Vice President

      


      FIFTH
THIRD BANK, A MICHIGAN BANKING CORPORATION,

      as a
Lender

      


      By:        /s/ Traci L.
Dodson                                           

      Name:   Traci
L. Dodson

      Title:     Vice
President

      


      U.S.
BANK, NATIONAL ASSOCIATION,

      as a
Lender

      


      By:        /s/ Heather N.
Hinkelman                                           

      Name:   Heather
N. Hinkelman

      Title:     Vice
President

      


      COMPASS
BANK,

      as a
Lender

      


      By:        /s/ Ramon
Garcia                                           

      Name:   Raymond
Garcia

      Title:     Vice
President

      


      JPMORGAN
CHASE BANK, N.A.,

      as a
Lender

      


      By:        /s/ Donna B.
Kirtian                                                      

      Name:   Donna
B. Kirtian

      Title:     Vice
President

      


      ASSOCIATED
BANK, N.A.,

      as a
Lender

      


      By:        /s/ Mark
Weitekamp                                                      

      Name:   Mark
Weitekamp

      Title:     Vice
President


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CAPITAL
ONE, N.A.

      as a
Lender

      


      By:        /s/ Anne Marie
Zima                                                      

      Name:   Anne
Marie Zima

      Title:     Vice
President