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”).
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”).
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”).
GPS CCMP ACQUISITION CORP. RESTRICTED STOCK AGREEMENTEquity Incentive Plan Restricted Stock Agreement • December 17th, 2009 • Generac Holdings Inc. • Motors & generators • Delaware
RESTRICTED STOCK AGREEMENT (this “Agreement”) made as December 27, 2007 (the “Effective Date”), by and between GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), and Clement Feng (the “Executive”).
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, 2006Assumption Agreement • December 17th, 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
SECOND 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 WILMINGTON TRUST COMPANY, as Collateral Agent and JPMORGAN CHASE BANK, N.A., as...Assumption Agreement • December 17th, 2009 • Generac Holdings Inc. • Motors & generators • New York
SECOND 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 WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) itself, the Second Lien Administrative Agent and 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 “Second Lien Credit Agreement”), among Generac Acquisition Corp., a Delaware corporation (“Holdings”), GPS CCMP Merger Corp., a Wisconsin corporation (the “Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the “Second Lien Administrative Agent
