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”).
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”).
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”).
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”).
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”).
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
July 17, 2009 GPS CCMP Acquisition Corp. c/o CCMP Capital Advisors LLCGenerac Holdings Inc. • November 24th, 2009 • Motors & generators
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 November 25, 2008 (the “Agreement”), by and among GPS CCMP Acquisition Corp., a Delaware corporation (the “Company”), CCMP Capital Investors II, L.P. (“CCMP”) and CCMP Capital Investors (Cayman) II, L.P. (“Cayman” and together with CCMP, the “Purchasers”).
AMENDMENT TO EXCHANGE AGREEMENTSExchange Agreements • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This AMENDMENT TO THE EXCHANGE AGREEMENTS is made as of October 22, 2007 (the “Amendment”), 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,” and together with the Investors, the “Parties”).
EMPLOYEE NONDISCLOSURE AND NONCOMPETE AGREEMENTEmployee Nondisclosure and Noncompete Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators
THIS AGREEMENT (“Agreement”), made as of the 5 day of Sept, 2007, by and between GENERAC POWER SYSTEMS, INC., a Wisconsin corporation with its principle place of business located in Waukesha, Wisconsin (“Employer”), and Clement Feng (“Employee”).
ContractConfidentiality, Non-Competition and Intellectual Property Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • Wisconsin
CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT (this “Non-Competition Agreement”), dated as of November , 2006 (the “Effective Date”), by and between GPS CCMP ACQUISITION CORP. (together with its successors, assigns and affiliates, the “Company”) and (“Executive”).
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of November 10, 2006, by and among GPS CCMP ACQUISITION CORP. (the “Company”), GENERAC ACQUISITION CORP. (“Holding”), GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (“Generac”), CCMP CAPITAL ADVISORS, LLC (“Capital Advisors”), and CCMP CAPITAL ASIA PTE. LTD. (“CCMP Asia Pte.”) and CCMP CAPITAL ASIA CONSULTING COMPANY LTD. (“CCMP Asia Consulting”, together with CCMP Asia Pte., “CCMP Asia”; and together with CCMP Asia Pte. and Capital Advisors, “CCMP”).
PURCHASE AGREEMENTPurchase Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • Delaware
WHEREAS, the Sellers are party to that certain Shareholders’ Agreement dated as of November 10, 2006, by and among the Company and the other shareholders of the Company party thereto; and
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...Second Lien Guarantee and Collateral Agreement • November 24th, 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
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2009 • Generac Holdings Inc. • Motors & generators • New York
This EXCHANGE AGREEMENT is made as of November 25, 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”).
