EXHIBIT 10

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made as of March 31, 2022 (the “Fourth Amendment Effective Date”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (“Borrower”), the lenders party to this Amendment (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, it is hereby agreed that:

ARTICLE I
DEFINITIONS

1.1Amendment.  “Amendment” shall mean this Fourth Amendment to Amended and Restated Credit Agreement.

1.2Credit Agreement.  “Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of September 26, 2019, by and among the Borrower, the Lenders, and the Administrative Agent, together with the Exhibits and Schedules attached thereto as amended by the First Amendment to Amended and Restated Credit Agreement dated as of January 6, 2020, and effective as of December 31, 2019, and the Second Amendment to Amended and Restated Credit Agreement dated as of June 30, 2020.

1.3Other Terms.  Unless otherwise defined herein, the other capitalized terms used in this Amendment shall have the definitions in the Credit Agreement.

ARTICLE II
AMENDMENT

The Credit Agreement is amended as follows:

2.1Section 1.1 - Definitions.  The following definition in Section 1.1 of the Credit Agreement is amended and restated to read as follows:  

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any non-cash expense component incorporated in ESOP and other stock-based compensation expense recognized for such period, (v) restructuring and impairment charges (net of any related recoveries) relating to a fitness customer contract which shall not exceed a total of $21,000,000, provided such amounts shall only be added back for the periods ending March 31, 2022 through and including June 30, 2023, and (vi) expenses incurred in connection with closing the facility located in Greenwood, South Carolina not to exceed $2,500,000 in the aggregate and related to severance costs, inventory cleanup, asset dispositions, relocating equipment and other wrap-up costs, plus/minus (c) non-cash expenses/income incurred on fair value step-ups relating to Acquisitions, plus/minus (d) non-cash expenses/income from contingent consideration fair value adjustments related to the earn-outs paid in connection with Acquisitions (including without limitation the Defiance Acquisition)

2.2Section 9.14 - Capital Expenditures.  Section 9.14 of the Credit Agreement is amended and restated in its entirety to read as follows

SECTION 9.14Capital Expenditures.  Permit the aggregate amount of all Capital Expenditures to exceed (a) $65,000,000 for the Fiscal Year ending December 31, 2022 or (b) $35,000,000 for any Fiscal Year thereafter.  

ARTICLE III
MISCELLANEOUS

3.1Effectiveness.  This Amendment shall be effective as of the Fourth Amendment Effective Date upon receipt by the Administrative Agent of each of the following items:

(a)a copy of this Amendment, executed by Borrower, each Lender and the Administrative Agent;

(b)a Guarantor reaffirmation in the form attached hereto executed by each Subsidiary Guarantor; and

(d)such other items as may be required by the Administrative Agent.

3.2Continuance of Credit Agreement.  Except as specifically amended by this Amendment, the Credit Agreement and all other documents, instruments and materials executed and delivered pursuant to the Credit Agreement shall remain in full force and effect.

3.3Security Documents.  All of the Secured Obligations, as amended by this Amendment, are secured by all of the Security Documents.

3.4Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

3.5Loan Document; Governing Law; Jurisdiction, Etc.  This Amendment is a “Loan Document” as defined in the Credit Agreement and is subject to all terms and provisions of the Credit Agreement, including, without limitation, Sections 12.5 and 12.6 of the Credit Agreement.

3.6Fees and Expenses.  The Borrower shall pay all fees and expenses of the Administrative Agent in connection with this Amendment, including reasonable legal fees and expenses.

[Signature pages to follow]

2

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Amended and Restated Credit Agreement as of the date first written above.

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

Signature Page to Fourth Amendment to Amended and Restated Credit Agreement

REAFFIRMATION OF GUARANTORS

Each of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with the Credit Agreement.  Each Guarantor understands that the Borrower, the Administrative Agent and the Lenders have entered into the foregoing Fourth Amendment to Amended and Restated Credit Agreement of even date herewith (the “Amendment”).  Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment, (c) reaffirms its obligations under the Guaranty and acknowledges that such document covers all Obligations as the same may be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents to the Credit Agreement means the Credit Agreement as amended by the Amendment and (f) agrees that all of the Secured Obligations, as amended by the Amendment, are secured by all of the Security Documents.

Dated:  March 31, 2022.

Signature Page to Guarantor Reaffirmation

Signature Page to Guarantor Reaffirmation