INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2010 • Generac Holdings Inc. • Motors & generators • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Generac Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
GENERAC HOLDINGS INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2010 • Generac Holdings Inc. • Motors & generators • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Generac Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
CREDIT AGREEMENT Dated as of November 10, 2006, Among GENERAC ACQUISITION CORP., GPS CCMP MERGER CORP., THE LENDERS PARTY HERETO, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and...Credit Agreement • October 20th, 2009 • Generac Holdings Inc. • New York
CREDIT AGREEMENT dated as of November 10, 2006 (this “Agreement”), among GPS CCMP MERGER CORP., a Wisconsin corporation (the “Company”), GENERAC ACQUISITION CORP., a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (in such capacity, the “Administrative Agent”), JP MORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, as documentation agent (in such capacity, the “Documentation Agent”), and GOLDMAN SACHS CREDIT PARTNERS L.P. and J.P. MORGAN SECURITIES INC. as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”).
GENERAC HOLDINGS INC. 6,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 18th, 2013 • Generac Holdings Inc. • Motors & generators • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Generac Holdings Inc., a Delaware corporation (the “Company”), propose to sell to Morgan Stanley & Co. LLC (the “Underwriter”), an aggregate of 6,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 975,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CREDIT AGREEMENT Dated as of February 9, 2012, among GENERAC ACQUISITION CORP., GENERAC POWER SYSTEMS, INC., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A, as...Credit Agreement • February 10th, 2012 • Generac Holdings Inc. • Motors & generators • New York
Exhibit L-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This EXCHANGE AGREEMENT is made as of October 30, 2007 (the “Agreement”), by and among CCMP Capital Investors II, L.P. (“CCMP”), CCMP Capital Investors (Cayman) II, L.P. (“Cayman”, and together with CCMP, the “Investors”) and GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”).
SUBSCRIPTION AND STOCK PURCHASE AGREEMENTSubscription and Stock Purchase Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • Delaware
This SUBSCRIPTION AND STOCK PURCHASE AGREEMENT is made as of September 2, 2009 (the “Agreement”), by and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), and Ed Leblanc (the “Purchaser”).
MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENTManagement Subscription and Stock Purchase Agreement • January 11th, 2010 • Generac Holdings Inc. • Motors & generators • Delaware
This MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of November 10, 2006, by and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), and the person or entity identified on the signature page hereto as the subscriber (the “Subscriber”).
GPS CCMP ACQUISITION CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • Delaware
RESTRICTED STOCK AGREEMENT (this “Agreement”) made as of November 10, 2006 (the “Effective Date”), by and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), and Allen D. Gillette (the “Executive”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 27, 2021 among GENERAC ACQUISITION CORP., as Holdings, GENERAC POWER SYSTEMS, INC. and its Subsidiaries listed as Borrowers on the Signature pages hereto, as Borrowers, THE LENDERS PARTY...Credit Agreement • May 28th, 2021 • Generac Holdings Inc. • Motors & generators • New York
CREDIT AGREEMENT dated as of May 30, 2012 (as amended on May 31, 2013, as amended and restated on May 29, 2015, as amended on November 2, 2016, as amended and restated as of June 12, 2018 and as further amended and restated as of May 27, 2021, this “Agreement”), among GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (the “Lead Borrower”), each of the other Borrowers (as hereinafter defined), GENERAC ACQUISITION CORP., a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and WELLS FARGO BANK, N.A. as documentation agent (in such capacity, the “Documentation Agent”).
CREDIT AGREEMENT Dated as of February 9, 2012 As Amended and Restated as of May 30, 2012 As Further Amended and Restated as of May 31, 2013 among GENERAC ACQUISITION CORP., GENERAC POWER SYSTEMS, INC., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN...Credit Agreement • June 4th, 2013 • Generac Holdings Inc. • Motors & generators • New York
Exhibit L-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
GENERAC HOLDINGS INC. 9,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 8th, 2013 • Generac Holdings Inc. • Motors & generators • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Generac Holdings Inc., a Delaware corporation (the “Company”), propose to sell to Morgan Stanley & Co. LLC (the “Underwriter”), an aggregate of 9,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
GUARANTEE AND COLLATERAL AGREEMENT made by GENERAC HOLDINGS INC. GENERAC ACQUISITION CORP. GENERAC POWER SYSTEMS, INC. and certain Subsidiaries of GENERAC POWER SYSTEMS, INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of...Guarantee and Collateral Agreement • May 31st, 2012 • Generac Holdings Inc. • Motors & generators • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 30, 2012, made by the Borrower and each of the signatories hereto (other than the Administrative Agent, but together with any other entity that may become a party hereto as provided herein, the “Guarantors”; and the Guarantors (other than Parent) together with the Borrower, the “Grantors” ), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 9, 2012 (as amended and restated as of May 30, 2012, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Generac Acquisition Corp., a Delaware corporation (“Holdings”), Generac Power Systems, Inc., a Wisconsin corporation (the “Borrower”), the Lenders
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2015 • Generac Holdings Inc. • Motors & generators • Wisconsin
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 5, 2015 (the “Effective Date”), between GENERAC POWER SYSTEMS, INC. (the “Company”) and Aaron Jagdfeld (“Executive”).
ContractRestricted Stock Award Agreement • May 7th, 2013 • Generac Holdings Inc. • Motors & generators • Delaware
MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENTManagement Subscription and Stock Purchase Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • Delaware
This MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 23, 2007, by and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), and the person or entity identified on the signature page hereto as the subscriber (the “Subscriber”).
Generac Holdings Inc. PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • February 21st, 2024 • Generac Holdings Inc. • Motors & generators • Delaware
Upon acceptance by you through the online acceptance procedures of the Third Party Stock Plan Administrator ("Administrator"), this Performance Share Unit Award Agreement (this “Agreement”) is made effective as of the date set forth on your online award acceptance page of the Administrator (“Grant Date”), which is incorporated by reference herein, between Generac Holdings Inc., a Delaware corporation (the “Company”) and you (the “Participant”).
Generac Holdings Inc. Amended & Restated 2010 Equity Incentive Plan PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 26th, 2019 • Generac Holdings Inc. • Motors & generators • Delaware
Upon acceptance by you through the online acceptance procedures set forth at www.computershare.com (“Computershare”), this Performance Share Award Agreement (this "Agreement") is made effective as of the date set forth on your online award acceptance page on Computershare (“Grant Date”), which is incorporated by reference herein, between Generac Holdings Inc., a Delaware corporation (the "Company") and you (the "Participant"). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This EXCHANGE AGREEMENT is made as of April 18, 2008 (the “Agreement”), by and among CCMP Capital Investors II, L.P. (“CCMP”), CCMP Capital Investors (Cayman) II, L.P. (“Cayman”, and together with CCMP, the “Investors”) and GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”).
CREDIT AGREEMENT Dated as of November 10, 2006, Among GENERAC ACQUISITION CORP., GPS CCMP MERGER CORP., THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and...Credit Agreement • December 17th, 2009 • Generac Holdings Inc. • Motors & generators • New York
CREDIT AGREEMENT dated as of November 10, 2006 (this “Agreement”), among GPS CCMP MERGER CORP., a Wisconsin corporation (the “Company”), GENERAC ACQUISITION CORP., a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), J.P. MORGAN SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, as documentation agent (in such capacity, the “Documentation Agent”), WILMINGTON TRUST COMPANY, as collateral agent (and its successors and assigns in such capacity, the “Collateral Agent”) and GOLDMAN SACHS CREDIT PARTNERS L.P. and J.P. MORGAN SECURITIES INC. as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”).
AMENDMENT NO. 2Credit Agreement • June 1st, 2015 • Generac Holdings Inc. • Motors & generators • New York
Exhibit L-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
ContractCredit Agreement • December 11th, 2017 • Generac Holdings Inc. • Motors & generators • New York
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;
CREDIT AGREEMENT Dated as of November 10, 2006, Among GENERAC ACQUISITION CORP., GPS CCMP MERGER CORP., THE LENDERS PARTY HERETO, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and...Credit Agreement • December 17th, 2009 • Generac Holdings Inc. • Motors & generators • New York
CREDIT AGREEMENT dated as of November 10, 2006 (this “Agreement”), among GPS CCMP MERGER CORP., a Wisconsin corporation (the “Company”), GENERAC ACQUISITION CORP., a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (in such capacity, the “Administrative Agent”), JP MORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, as documentation agent (in such capacity, the “Documentation Agent”), and GOLDMAN SACHS CREDIT PARTNERS L.P. and J.P. MORGAN SECURITIES INC. as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”).
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This EXCHANGE AGREEMENT is made as of September 24, 2007 (the “Agreement”), by and among CCMP Capital Investors II, L.P. (“CCMP”), CCMP Capital Investors (Cayman) II, L.P. (“Cayman”, and together with CCMP, the “Investors”) and GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”).
Generac Holdings Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • February 21st, 2024 • Generac Holdings Inc. • Motors & generators • Delaware
Upon acceptance by you through the online acceptance procedures of the Third Party Stock Plan Administrator ("Administrator"), this Nonqualified Stock Option Award Agreement (this “Agreement”) is made effective as of the date set forth on your online award acceptance page of the Administrator (“Grant Date”), which is incorporated by reference herein, between Generac Holdings Inc., a Delaware corporation (the “Company”) and you (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2009 • Generac Holdings Inc. • Wisconsin
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 10, 2006 (the “Effective Date”), between GENERAC POWER SYSTEMS, INC. (the “Company”) and (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2012 • Generac Holdings Inc. • Motors & generators
THIS AMENDMENT (“Amendment”) dated as of November 5, 2012, is entered into by and between Generac Power Systems, Inc. (the “Company”) and Dawn Tabat (“Executive”).
SHAREHOLDERS’ AGREEMENT DATED AS OF NOVEMBER 10, 2006 AMONG GPS CCMP ACQUISITION CORP. CCMP CAPITAL INVESTORS II, L.P. CCMP CAPITAL INVESTORS (CAYMAN) II, L.P. ASIA OPPORTUNITY FUND II, L.P. AOF II EMPLOYEE CO-INVEST FUND, L.P. CCMP GENERAC CO-INVEST,...Shareholders’ Agreement • October 20th, 2009 • Generac Holdings Inc. • Delaware
WHEREAS, on the date hereof, the CCMP Funds have subscribed for, purchased and acquired Class B Common Shares from the Company pursuant to a certain Subscription and Stock Purchase Agreement, dated as of the date hereof; and
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by GENERAC ACQUISITION CORP. GPS CCMP MERGER CORP. and certain Subsidiaries of GPS CCMP MERGER CORP. in favor of GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent Dated as of November 10, 2006First Lien Guarantee and Collateral Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 10, 2006, made by each of the signatories hereto (other than GSCP, but together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of November 10, 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), among Generac Acquisition Corp., a Delaware corporation (“Holdings”), GPS CCMP Merger Corp., a Wisconsin corporation (the “Borrower”), the Lenders party thereto, J.P. Morgan Securities Inc. and GSCP, as joint bookrunners and joint lead arrangers (in each such capacity, the “Joint Lead Arrangers”), JPMorga
December 29, 2022Generac Holdings Inc. • February 22nd, 2023 • Motors & generators
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin
THIS AMENDMENT (“Amendment”) dated as of January 14, 2010, is entered into by and between Generac Power Systems, Inc. (the “Company”) and Dawn Tabat (“Executive”).
AMENDMENT NO. 1 TO THE ARRANGEMENT AGREEMENTArrangement Agreement • August 8th, 2022 • Generac Holdings Inc. • Motors & generators • Ontario
This Amendment No. 1 dated effective as of May 31, 2022 (this "Agreement") to the Arrangement Agreement (as such term is defined below) is entered into between ecobee Technologies ULC, a British Columbia unlimited liability company (the “Purchaser”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholder Representative”).
FIRST AMENDMENTCredit Agreement • August 7th, 2015 • Generac Holdings Inc. • Motors & generators • New York
FIRST AMENDMENT, dated as of May 18, 2015 (this “Amendment”), to the CREDIT AGREEMENT, dated as of February 9, 2012, as amended and restated as of May 30, 2012, and as further amended and restated as of May 31, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GENERAC POWER SYSTEMS, INC., as the Borrower (the “Borrower”), GENERAC ACQUISITION CORP. (“Holdings”), the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.A, as administrative agent (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and GOLDMAN SACHS BANK USA, as syndication agents (in such capacity, the “Syndication Agents”), and DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY SENIOR FUNDING, INC. AND WELLS FARGO BANK, N.A., as documentation agents (in such capacity, the “Documentation Agents”).
FORM OF PROMISSORY NOTE AND PLEDGE AGREEMENT DUE: December 27, 2010 DATE OF ISSUE: December 27, 2007Note and Pledge Agreement • December 17th, 2009 • Generac Holdings Inc. • Motors & generators • New York
FOR VALUE RECEIVED, CLEMENT FENG (the “Executive”) hereby promise to pay, to: GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (the “Company”), or its permitted assigns, the principal sum of ONE HUNDRED THIRTY TWO THOUSAND AND NINE HUNDRED AND EIGHTY SEVEN ($132,987.00) (the “Principal Amount”) or, if less, the principal amount outstanding hereunder on the Maturity Date, pursuant to and in accordance with the terms and conditions provided in this Note. All terms used herein without definition shall have the meanings ascribed to them in that certain Restricted Stock Agreement, dated as of December 27, 2007, by and among Executive and GPS CCMP Acquisition Corp. (the “Parent”).
