Exhibit 10.28


 


AMENDMENT TO EXCHANGE AGREEMENTS


 


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”).


 


RECITALS


 


WHEREAS, the Parties are party to those certain
Exchange Agreements dated as of September 24, 2007 and 25, 2007 (each, an
“Exchange Agreement” and collectively, the “Exchange Agreements”);
and


 


WHEREAS, pursuant to the Exchange Agreements,
the Investors purchased certain second lien term loans of Generac Power Systems, Inc.,
an indirect, wholly-owned subsidiary of the Company, in an aggregate principal
amount of $24,000,000 (the “Purchased Loans”) and contributed such
Purchased Loans to the Company (the “Exchanges”) in exchange for 1,728
shares of Class B Voting Common Stock of the Company, in the aggregate
(the “Shares”); and


 


WHEREAS, in connection with the review of the
methodology used to determine the number of Shares to be issued under the terms
of the Exchanges for the Purchased Loans, the Parties have determined that
there was an error in their initial calculation of the Exchanges. Accordingly,
the Parties have agreed that the number of Shares of Class B Voting Common
Stock of the Company that should have been issued in connection with the
Exchanges are set forth on Exhibit A and Exhibit B hereto
and, accordingly, an amount of additional Shares of Class B Voting Common
Stock of the Company, as set forth on such exhibits (reduced by the number of
Shares of Class B Voting Common Stock of the Company previously issued
under the applicable Exchange Agreements), should be issued to the Investors in
accordance with their respective transfers.


 


NOW,
THEREFORE, in
consideration of the foregoing premises, the parties hereto hereby agree as
follows:


 


1.             Amendments.


 


1.1           Amendment to Section 4 of the Exchange Agreements.


 


Section 4 of
each Exchange Agreement is hereby amended by adding a new subsection 4(f) to
read as follows:


 


“(f)          The Exchange is intended to qualify as a
recapitalization within the meaning of Section 368(a)(1)(E) of the
Internal Revenue Code of 1986, as amended, and the Parties shall not take any
action inconsistent with the treatment of the Exchange as such.”


 

















 


1.2           Amendment to Exhibit A attached to the Exchange
Agreements.


 


(a)           Exhibit A to the Exchange Agreement dated September 24,
2007 is hereby deleted in its entirety and replaced with Exhibit A
attached hereto.


 


(b)           Exhibit A to the Exchange Agreement dated September 25,
2007 is hereby deleted in its entirety and replaced with Exhibit B
attached hereto.


 


2.             Miscellaneous.


 


(a)           Counterparts. This Amendment may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. This Amendment may
be executed by facsimile signature and a facsimile signature shall constitute
an original for all purposes.


 


(b)           Governing Law. This Amendment shall be governed by the
laws of the State of New York as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies.


 


(c)           No Waiver; Amendments in Writing. No waiver of or consent to any
departure from any provision of this Amendment shall be effective unless signed
in writing by the party entitled to the benefit thereof, provided that notice
of any such waiver shall be given to each party hereto as set forth below.
Except as otherwise provided herein, no amendment, modification or termination
of any provision of this Amendment shall be effective unless signed in writing
by or on behalf of the Company and each Investor.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first written above.


 


	
   

  	
  GPS CCMP
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron Jagdfeld

  
	
   

  	
   

  	
  Name: Aaron Jagdfeld

  
	
   

  	
   

  	
  Title: C.F.O.

  
	
   

  	
   

  
	
   

  	
  CCMP CAPITAL INVESTORS (CAYMAN) II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP Capital Associates, L.P., 

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP Capital Associates GP, LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Walsh

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CCMP CAPITAL
  INVESTORS II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP Capital Associates, L.P., 

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCMP Capital Associates GP,
  LLC, 

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Walsh

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


Exhibit A to Amendment to
Exchange Agreements


 


“EXHIBIT A


 


Shares to be exchanged for Purchased
Loans (9/24/07)


 


	
  Investor

  	
   

  	
  Value of Purchased Loans

  Exchanged

  	
   

  	
  Number of Shares

  Received

  	
   

  
	
  CCMP

  	
   

  	
  $

  	
  17,276,858.59

  	
   

  	
  1,727.685859

  	
   

  
	
  Cayman

  	
   

  	
  $

  	
  2,723,141.41

  	
   

  	
  272.314141

  	
   

  



 

















 


Exhibit B to Amendment to
Exchange Agreements


 


“EXHIBIT A


 


Shares to be exchanged for Purchased
Loans (9/25/07)


 


	
  Investor

  	
   

  	
  Value of Purchased Loans

  Exchanged

  	
   

  	
  Number of Shares

  Received

  	
   

  
	
  CCMP

  	
   

  	
  $

  	
  3,455,371.72

  	
   

  	
  345.537172

  	
   

  
	
  Cayman

  	
   

  	
  $

  	
  544,628.28

  	
   

  	
  54.462828