Second Amendment to Amended and Restate Credit Agreement, effective February 26, 2019

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated this 26th day of February, 2019, is made and entered into on the terms and conditions hereinafter set forth, by and among ASTEC INDUSTRIES, INC., a Tennessee corporation (the "Borrower"), ASTEC, INC., a Tennessee corporation ("AI"), ASTEC MOBILE SCREENS, INC., a Nevada corporation ("AMS"), BREAKER TECHNOLOGY, INC., a Tennessee corporation ("BTI"), CEI ENTERPRISES, INC., a Tennessee corporation ("CEI"), CARLSON PAVING PRODUCTS, INC., a Washington corporation ("CPP"), GEFCO, INC., a Tennessee corporation ("GI"), HEATEC, INC., a Tennessee corporation ("HI"), JOHNSON CRUSHERS INTERNATIONAL, INC., a Tennessee corporation ("JCI"), KOLBERG-PIONEER, INC., a Tennessee corporation ("KPI"), PETERSON PACIFIC CORP., an Oregon corporation ("PPC"), POWER FLAME INCORPORATED, a Tennessee corporation ("PFI"), ROADTEC, INC., a Tennessee corporation ("RI"), TELSMITH, INC., a Delaware corporation ("TI"; together with AI, AMS, BTI, CEI, CPP, GI, HI, JCI, KPI, PPC, PFI, and RI, each a "Guarantor" and individually and collectively, the "Guarantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank").

WHEREAS, the Borrower, the Guarantors and the Bank are party to that certain Amended and Restated Credit Agreement dated as of April 12, 2012, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of April 12, 2017 (as heretofore and hereafter may have been further amended, restated or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement), pursuant to which the Bank has previously made available to the Borrower a line of credit loan of up to One Hundred Million and 00/100 Dollars ($100,000,000.00); and

WHEREAS, the Borrower, the Guarantors and the Bank desire to amend the Credit Agreement in certain respects as hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors and the Bank hereby agree as follows:

(a) Article 1 of the Credit Agreement, Definitions, is hereby amended to delete the following existing definitions and insert the following therefor:

"Guarantors" means AI, AMS, BTI, CEI, CPP, GI, HI, JCL KPI, PPC, PFI, RI, and TI (viz., the members of the Borrower Consolidated Group other than Borrower, Brazilian LLC, BTL, OEP, AIC, AMM, AAP and TSL) and each other subsidiary or other member of the Borrower Consolidated Group that shall now or hereafter execute and deliver a Guaranty.

"Guaranty" means (i) that certain Second Amended and Restated Guaranty dated as of April 12, 2017 and (ii) any other guaranty agreement executed by any Guarantor in favor of Bank, as any may be amended, restated or otherwise modified from time to time.

"Line of Credit Loan Amount" means One Hundred Fifty Million and 00/100 Dollars ($150,000,000); provided, however, that with respect to any Asset Disposition (in a single transaction or a series of related transactions) where the value of the assets so disposed of exceeds ten percent (10%) of the Total Assets of the Borrower Consolidated Group (as of the time of the disposition) (a "Specified Asset''), at Bank's election and upon thirty (30) days' prior written notice to Borrower, Bank may reduce the Line of Credit Loan Amount in an amount (expressed as a percentage) up to the percentage obtained by dividing (x) the value of the Specified Asset by (y) Total Assets of the Borrower Consolidated Group (as of the time of the disposition) (the "Reduction Percentage"); provided, however, if the Borrower notifies the Bank prior to, or within 15 Business Days after, such Asset Disposition that the Borrower or such applicable Member of the Borrower Consolidated Group intends to reinvest the cash consideration received from the disposition of the Specified Assets in Additional Asset within 360 days of receipt thereof, the Line of Credit Loan Amount shall not be so reduced unless the Borrower and/or the Borrower Consolidated Group fails to so reinvest such proceeds within such period, in which case, the Line of Credit Loan Amount shall be so reduced by an amount (expressed as a percentage) equal to the amount by which the Borrower and/or the Borrower Consolidated Group has so failed to effect such reinvestment, provided, further, subject to compliance with Section 7.2(C), upon the closing of the Hazlehurst Disposition, Borrower shall pay such Net Cash Proceeds to the Bank in accordance with Section 4.3(C) to be applied as a prepayment of the Loans without a permanent reduction in the Line of Credit Loan Amount.

"Line of Credit Loan Maturity Date" means December 29, 2023.

"Line of Credit Note" means that certain Second Amended and Restated Line of Credit Note of even date herewith from Borrower to Bank, in the principal amount of $150,000,000.00, and includes any amendment to or modification of such note and any promissory note given in extension or renewal of, or in substitution for, such note.

 (b) Article 1 of the Credit Agreement, Definitions, is hereby amended to insert the following existing definitions in alphabetical order:

"Additional Assets" means (i) any property or assets of the Borrower Consolidated Group that are substantially similar to the Specified Asset; (ii) any property or assets used or to be used by the Borrower Consolidated Group in a Related Business (including any capital expenditures on any property or assets already so used); (iii) the Equity Interests of a Person that is engaged in a Related Business and becomes a Guarantor hereunder as a result of the acquisition of such Equity Interests by the Borrower or another Guarantor; and (iv) any combination of (i) through (iii) above, all in accordance with the terms of this Agreement.

"Hazlehurst Disposition" means the disposition or sale of the wood pellet plant located in Hazlehurst, Georgia, owned by Astec, Inc.

"Related Business" means those businesses in which the Borrower Consolidated Group is engaged as of February 28, 2019, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.

2.7. Reduction of Line of Credit Loan Amount. Borrower may, upon notice to Bank, from time to time permanently reduce the Line of Credit Loan Amount; provided that (i) any such notice shall be received by Bank not later than 12:00 noon, five (5) Business Days prior to the date of reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000.00 or any integral multiples of $100,000 in excess thereof (or such lesser amount as shall be approved by Bank), (iii) Borrower shall not reduce the Line of Credit Loan Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the unpaid principal balance of the Line of Credit Loan plus the undrawn amount of all outstanding Letters of Credit exceeds the amount Borrower could borrow at such time as set forth herein, and (iv) if, after giving effect to any reduction of the Line of Credit Loan Amount, the Letter of Credit Commitment exceeds the amount of the Line of Credit Loan Amount, such Letter of Credit Commitment shall be automatically reduced by the amount of such excess.  Any fees accrued until the effective date of any reduction of the Line of Credit Loan Amount shall be paid on the effective date of such reduction.

(a) Except as amended hereby, the Credit Agreement shall remain in full force and effect.  This Amendment does not constitute a waiver of any Event of Default, whether or not the Bank is aware of any such Event of Default.

(b) This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Tennessee, without reference to the conflicts or choice of law principles thereof.

(c) The headings in this Amendment and the usage herein of defined terms are for convenience of reference only, and shall not be construed as amplifying, limiting or otherwise affecting the substantive provisions hereof.

(d) All references herein to the preamble, the recitals or sections, paragraphs, subparagraphs, annexes or exhibits are to the preamble, recitals, sections, paragraphs, subparagraphs, annexes and exhibits of or to this Amendment unless otherwise specified.  The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Amendment, refer to this Amendment as a whole and not to any particular provision of this Amendment.

(e) Any reference herein to any instrument, document or agreement, by whatever terminology used, shall be deemed to include any and all amendments, modifications, supplements, extensions, renewals, substitutions and/or replacements thereof as the context may require.

(f) When used herein, (1) the singular shall include the plural, and vice versa, and the use of the masculine, feminine or neuter gender shall include all other genders, as appropriate, (2) "include", "includes" and "including" shall be deemed to be followed by "without limitation" regardless of whether such words or words of like import in fact follow same, and (3) unless the context clearly indicates otherwise, the disjunctive "or" shall include the conjunctive "and".