ex10-1.htm


     

    Exhbiit
      10.1

    

      FIRST
        AMENDMENT TO CREDIT AGREEMENT

       

      THIS
        FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") is made as
        of September 14, 2007, by and among ASTEC INDUSTRIES,
        INC., a Tennessee corporation (the "Borrower"),
AMERICAN AUGERS, INC., a Delaware corporation ("AAI"),
        ASTEC, INC., a Tennessee corporation ("AI"), AI
        DEVELOPMENT GROUP, INC., a South Dakota corporation ("AID"), AI
        ENTERPRISES, INC., a South Dakota corporation ("AIE"), ASTEC
        INVESTMENTS, INC., a Tennessee corporation ("AII"), ASTEC
        MOBILE SCREENS, INC., a Nevada corporation ("AMS"), ASTEC
        SYSTEMS, INC., a Tennessee corporation ("ASI"), ASTEC
        UNDERGROUND, INC., a Tennessee corporation ("AUI"), BREAKER
        TECHNOLOGY, INC., a Tennessee corporation ("BTI"), BUCKEYE
        UNDERGROUND, INC.,  a Tennessee corporation ("BUI"),
BUCKEYE UNDERGROUND, LLC, an Ohio limited liability company
        ("BUL"), CEI ENTERPRISES, INC., a Tennessee corporation
        ("CEI"), CARLSON PAVING PRODUCTS, INC., a Washington
        corporation ("CPP"), HEATEC, INC., a Tennessee corporation
        ("HI"), JOHNSON CRUSHERS INTERNATIONAL, INC., a Tennessee
        corporation ("JCI"), KOLBERG - PIONEER, INC., a Tennessee
        corporation ("KPI"), ROADTEC, INC., a Tennessee corporation
        ("RI"), RI PROPERTIES, INC., a South Dakota corporation
        ("RIP"), TELSMITH, INC., a Delaware corporation ("TI"),
TI SERVICES, INC., a South Dakota corporation ("TIS")
        (AAI, AI,
        AID, AIE, AII, AMS, ASI, AUI, BTI, BUI, BUL, CEI, CPP, HI, JCI, KPI, RI,
        RIP,
        TI, and TIS hereinafter referred to collectively as the "Guarantors" and
        each
        singularly as a "Guarantor", and Borrower and Guarantors hereinafter referred
        to
        collectively as the "Borrower Parties" and each singularly as a "Borrower
        Party"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national
        banking association (the "Bank").  Capitalized terms used herein but
        not defined shall have the meanings ascribed to such terms in the Credit
        Agreement (as hereinafter defined).

       

      WHEREAS,
        pursuant to that certain Credit Agreement dated as of April 13, 2007 among
        Borrower Parties and Bank (the "Credit Agreement"), Bank made available to
        Borrower the Line of Credit Loan in the maximum principal amount of
        $100,000,000.00 (with a sublimit for Letters of Credit in the maximum amount
        of
        $15,000,000.00); and

       

      WHEREAS,
        Borrower Parties and Bank have agreed to amend the Credit Agreement in order
        to
        amend certain of the financial covenants contained therein, as more specifically
        hereinafter set forth.

       

      NOW,
        THEREFORE, in consideration of One Dollar ($1.00) and other good and
        valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties agree that the Credit Agreement is hereby amended
        as
        follows:

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


       

      1.  The
        Credit Agreement is hereby amended by deleting Section 7.3(C) in its entirety,
        and by substituting the following new Section 7.3(C) in lieu
        thereof:

       

      (C)           Except
        as otherwise approved by Bank, the Borrower Consolidated Group (taken as
        a
        whole) will not make Capital Expenditures (i) in Fiscal Year 2007 in an
        aggregate amount in excess of $40,000,000.00 (exclusive of any Capital
        Expenditures incurred in connection with any Permitted Acquisition so long
        as
        such Capital Expenditures are included in the pro forma calculations provided
        to
        Bank in connection therewith, and, to the extent that the amount of Capital
        Expenditures in Fiscal Year 2007 is less than $32,000,000.00, such difference
        shall be added to the amount of Capital Expenditures permitted in any subsequent
        Fiscal Year); or (ii) in any other Fiscal Year in an aggregate amount in
        excess
        of $32,000,000.00 (exclusive of any Capital Expenditures incurred in connection
        with any Permitted Acquisition so long as such Capital Expenditures are included
        in the pro forma calculations provided to Bank in connection therewith, and,
        to
        the extent that the amount of Capital Expenditures in any Fiscal Year is
        less
        than $32,000,000.00, such difference shall be added to the amount of Capital
        Expenditures permitted in any subsequent Fiscal Year)

       

      2.  As
        a
        condition to the effectiveness of this First Amendment (a) Bank shall have
        received the written consent and resolutions of the Governing Body of each
        Borrower Party as to the amendments contemplated herein; (b) Borrower shall
        have
        paid directly or reimbursed Bank for all of Bank's fees and expenses, including,
        but not limited to, any and all filing fees, recording fees, and Attorneys'
        Fees
        of Bank's legal counsel, incurred in connection with the preparation, amendment,
        modification or enforcement of this First Amendment, the Credit Agreement,
        and
        any and all documents executed and delivered in connection herewith or
        therewith; and (c) Borrower Parties shall have delivered to Bank such other
        documentation, if any, as may be requested by Bank to satisfy Bank that this
        First Amendment, and all other documents and instruments executed by Borrower
        Parties in connection with this First Amendment or in furtherance hereof
        have
        each been duly authorized, executed and delivered on behalf of Borrower Parties,
        and constitute valid and binding obligations of Borrower Parties.

       

      3.  Each
        Borrower Party represents and warrants to Bank that all representations and
        warranties given by such Borrower Party in Article VI of the Credit Agreement
        are true and correct as of the date hereof, except to the extent affected
        by
        this First Amendment.  Each Borrower Party represents and warrants to
        Bank that such Borrower Party is in full compliance with all of the covenants
        of
        such Borrower Party contained in Article VII of the Credit Agreement, except
        to
        the extent affected by this First Amendment.

       

      4.  Except
        as
        heretofore or herein expressly modified, or as may otherwise be inconsistent
        with the terms of this First Amendment (in which case the terms and conditions
        of this First Amendment shall govern), all terms of the Credit Agreement
        and all
        documents and instruments executed and delivered in furtherance thereof shall
        be
        and remain in full force and effect, and the same are hereby ratified and
        confirmed in all respects.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      5.           Guarantors
        execute this First Amendment to expressly evidence their assent to all the
        terms
        of the Credit Agreement and this First Amendment, and to further acknowledge
        and
        agree that the Guaranty remains in full force and effect and that the
        "Obligations" under the Guaranty shall include, without limitation, all
        Obligations under and as defined in the Credit Agreement, as amended by this
        First Amendment.

       

      *
        * * *
        *

       

      IN
        WITNESS WHEREOF, this First Amendment has been duly executed and
        delivered as of the day and year first above written.

       

      ASTEC
        INDUSTRIES, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                       

            F.
        McKamy Hall, its Vice President,

            Chief
        Financial Officer and Treasurer

       

      AMERICAN
        AUGERS, INC.,

      a
        Delaware corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                           

            F.
        McKamy Hall, its Treasurer

       

      ASTEC,
        INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      AI
        DEVELOPMENT GROUP, INC.,

      a
        South
        Dakota corporation

       

      By:/s/
        Jeffrey A
        Bergeson                                                                           

      Its: Secretary/Treasurer                                                                          

       

      AI
        ENTERPRISES, INC.,

      a
        South
        Dakota corporation

       

      By:/s/
        Jeffrey L.
        May                                                                           

      Its:
        Secretary/Treasurer                                                                           

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


       

      ASTEC
        INVESTMENTS, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      ASTEC
        MOBILE SCREENS, INC.,

      a
        Nevada
        corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      ASTEC
        SYSTEMS, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      ASTEC
        UNDERGROUND, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      BREAKER
        TECHNOLOGY, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                           

            F.
        McKamy Hall, its Treasurer

       

      BUCKEYE
        UNDERGROUND, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


       

      BUCKEYE
        UNDERGROUND, LLC,

      an
        Ohio
        limited liability company

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      CEI
        ENTERPRISES, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                             

            F.
        McKamy Hall, its Treasurer

       

      CARLSON
        PAVING PRODUCTS, INC.,

      a
        Washington corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                             

            F.
        McKamy Hall, its Treasurer 

       

      HEATEC,
        INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      JOHNSON
        CRUSHERS INTERNATIONAL, INC., a Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      KOLBERG
        -
        PIONEER, INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                           

            F.
        McKamy Hall, its Treasurer

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

      ROADTEC,
        INC.,

      a
        Tennessee corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                           

            F.
        McKamy Hall, its Treasurer

       

      RI
        PROPERTIES, INC.,

      a
        South
        Dakota corporation

       

      By:
        /s/ Jeffrey L.
        May               
                                                                           

      Its:
        Secretary/Treasurer                                                                                        

       

      TELSMITH,
        INC.,

      a
        Delaware corporation

       

      By:
        /s/ F. McKamy
        Hall                                                                                            

            F.
        McKamy Hall, its Treasurer

       

      TI
        SERVICES, INC.,

      a
        South
        Dakota corporation

       

      By:
        /s/ Jeffrey L.
        May            
                                                                           

      Its:
        Secretary/Treasurer        
                                                                           

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION, a national banking association

       

      By:/s/
        Bradford
        Vieira                                                                           

      Its:
        VP                      
                                                                           

       

      


       

      
        
          
          

        

        
          6