FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made as of May 7, 2019, to be effective on the First Amendment Effective Date (defined below), 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:
1.1 Amendment. Amendment shall mean this First Amendment to Credit Agreement.
1.2 Credit Agreement. Credit Agreement shall mean the Credit Agreement dated as of December 14, 2018, by and among the Borrower, the Lenders, and the Administrative Agent, together with the Exhibits and Schedules attached thereto.
1.3 Other Terms. Unless otherwise defined herein, the other capitalized terms used in this Amendment shall have the definitions in the Credit Agreement.
The Credit Agreement is amended as follows:
2.1 Section 1.1 - Definitions. The following definitions contained in Section 1.1 of the Credit Agreement are amended and restated in their entirety to read as follows:
Change in Control means an event or series of events by which:
(a) at any time, the Borrower shall fail to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of the Subsidiary Guarantors entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Subsidiary Guarantors; or
(b) an event or series of events which results in a change in the power to direct or cause the direction of management and policies of the Borrower or any of its Subsidiaries, either directly or indirectly, by contract or otherwise; or
(c) after an IPO, (i) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all Equity