AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER

EXHIBIT 10.44

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER

This Amendment and Waiver (this "Amendment") is entered into as of August 7, 2002, by and among Astec Industries, Inc., a Tennessee corporation ("Astec"), Astec Financial Services, Inc., a Tennessee corporation ("AFS" and together with Astec, the "Borrowers"), Bank One, NA, individually and as agent ("Agent"), and the other financial institutions signatory hereto.

RECITALS

A. The Borrowers, the Agent and the Lenders are party to that certain credit agreement, dated as of September 10, 2001 (as previously amended, the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Agent and the undersigned Lenders wish to amend the Credit Agreement and waive certain provisions thereof on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.
Amendment to Credit Agreement. The Credit Agreement is hereby amended by deleting the chart found in Section 6.21.4 and replacing it with the following:

Date	Fixed Charge Coverage Ratio
March 31, 2002	1.00:1.0
June 30, 2002	1.00:1.0
September 30, 2002	1.10:1.0
December 31, 2002 and the date of each fiscal quarter end thereafter	2.00:1.0

2.
Consent and Waiver. The Lenders hereby waive (a) any breach of Section 6.21.1 of the Credit Agreement arising solely out of the Leverage Ratio exceeding 5.25:1.0 as of June 30, 2002, and (b) any breach of Section 6.21.4 of the Credit Agreement arising out of the Fixed Charge Coverage Ratio being less than 1.00 as of June 30, 2002.

3.
Representations and Warranties of the Borrower. The Borrowers represent and warrant that:

(a.) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally;

(b.) Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof; and

(c.) After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing.

4.
Effective Date. This Amendment shall become effective upon (a) the execution and delivery hereof by the Borrowers, the Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders) and (b) the execution and delivery by the Borrowers and the Required Holders of an amendment to the Note Purchase Agreements and/or waiver of certain terms thereof in form and substance satisfactory to the Required Lenders (the "Effective Date").

5.
Reference to and Effect Upon the Credit Agreement.

(a.) Except as specifically amended or waived above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b.) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

6.
Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.7 of the Credit Agreement to reimburse the Agent for all reasonable costs, internal charges and out-of-pocket expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys' fees and time charges of attorneys for the Agent with respect thereto.

7.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING WITHOUT LIMITATION 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

8.
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

9.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

ASTEC INDUSTRIES, INC.

By: /s/ Xxxxxxx X. Xxxxxx
Print Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx

ASTEC FINANCIAL SERVICES, INC.

By: /s/ Xxxxxx X. Xxxx
Print Name: Xxxxxx X. Xxxx
Title: President
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx X. Xxxx

BANK ONE, NA,
individually and as Agent

By: /s/ Xxxxxx X. Xxxxxxxx
Print Name: Xxxxxx X. Xxxxxxxx
Title: Associate Director
Address: 0 Xxxx Xxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxx X. XxXxxxx

SUNTRUST BANK

By: /s/ Xxxxx X. Xxxxx, Xx.
Print Name: Xxxxx X. Xxxxx, Xx.
Title: Director
Address: 000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxx Xxxxx

AMSOUTH BANK

By: /s/ Xxxxx Xxxxx
Print Name: Xxxxx Xxxxx
Title: Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxx Xxxxx

BRANCH BANK & TRUST CO.

By: /s/ Xxxxx X. Xxxxxxxxx
Print Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
Address: Corporate Accounts Division
X.X. Xxx 00000
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx

FIRSTAR BANK

By: _______________________
Print Name:_________________
Title:______________________
Address: 000 Xxxxxx Xxxxxx Xxxxx, 0x Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx Xxxxxx