Exhibit 10.29


 


EXCHANGE AGREEMENT


 


This EXCHANGE
AGREEMENT is made as of October 19, 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”).


 


RECITALS


 


WHEREAS, Generac Acquisition Corp., a
wholly-owned subsidiary of the Company, Generac Power Systems, Inc. (the “Borrower”),
JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities
Inc., as syndication agent, Barclays Bank PLC, as documentation agent,
Wilmington Trust Company, as collateral agent, Goldman Sachs Credit Partners
L.P., and J.P. Morgan Securities Inc., as joint lead arrangers, and the lenders
party thereto (the “Lenders”), are each a party to that certain Credit
Agreement, dated as of November 10, 2006 (the “Second Lien Credit
Agreement”), pursuant to which the Lenders made certain term loans to the
Borrower upon the terms and conditions set forth therein (such term loans, the
“Second Lien Term Loans”);


 


WHEREAS, the Borrower is an indirect,
wholly-owned subsidiary of the Company;


 


WHEREAS, as of October 19, 2007, the
Investors and their affiliates own, in the aggregate, 61,250 shares of the Company’s
Class B Voting Common Stock, par value $0.01 per share (the “Class B
Common Stock”);


 


WHEREAS, the Investors have purchased Second
Lien Term Loans in an aggregate principal amount of $9,000,000 (the “Purchased
Loans”) and, as a result thereof, have become Lenders under the Second Lien
Credit Agreement;


 


WHEREAS, the Investors desire to transfer such
Purchased Loans to the Company (the “Exchange”) in exchange for that
number of shares of Class B Common Stock (the “Shares”), as set
forth opposite each such Investor’s name on Exhibit A hereto, which
Shares shall have a fair market value of $10,000.00 per Share and, in the
aggregate, shall have a value equivalent to the aggregate principal amount of
the Purchased Loans;


 


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


 


1.             Exchange. The parties hereby agree that effective immediately
upon the execution and delivery of this Agreement, each Investor is
transferring to the Company, and the Company is accepting and receiving, the
Purchased Loans in exchange for the number of Shares set forth opposite such
Investor’s name on Exhibit A hereto. The parties further agree that
upon the Exchange and the delivery of the Shares in exchange therefor, (i) the
Investors and the Company will execute and deliver the Assignment and


 

















 


Acceptance Agreement
required to be executed and delivered under the Second Lien Credit Agreement in
connection with the Exchange, (ii) neither Investor shall have any further
obligations in respect of any of the Purchased Loans, and (iii) the
Shares, when issued, shall be fully paid and non-assessable.


 


2.             Investor Representation
and Warranties. In
connection with the consummation of the transactions contemplated hereby, each
Investor represents and warrants to the Company as follows:


 


(a)           Authority. Such Investor has full power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby. Such
Investor has taken all action required by law or otherwise to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, and this Agreement is a valid and binding
agreement of such Investor enforceable in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity.


 


(b)           Accredited Investor. Such Investor is an “Accredited
Investor” as such term is defined in Regulation D under the Securities Act of
1933, as amended, and has business or financial experience from which it could
be reasonably assumed that the Investor has the capacity to protect its own
interest in connection with the transaction.


 


3.             Company Representation
and Warranties. In
connection with the consummation of the transactions contemplated hereby, the
Company represents and warrants to each Investor as follows:


 


(a)           Authority. The Company has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by the Company
have been duly authorized by all company action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and,
assuming the due execution and delivery by the Investor, constitutes the valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


(b)           Authorization of Shares. The Shares have been duly authorized.


 


4.             Miscellaneous.


 


(a)           Counterparts. This Agreement 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 Agreement may be
executed by facsimile signature and a facsimile signature shall constitute an
original for all purposes.


 


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(b)           Governing Law. This Agreement 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)           Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. This Agreement sets
forth the entire understanding of the parties, and supersedes all prior
agreements, arrangements and communications, whether oral or written, with
respect to the specific subject matter hereof. There are no restrictions,
promises, warranties or undertakings with respect to the subject matter hereof
other than those set forth or referred to herein. All exhibits hereto shall be
deemed a part of this Agreement.


 


(d)           No Waiver; Amendments in Writing. No waiver of or consent to any
departure from any provision of this Agreement 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 Agreement shall be effective unless signed in writing
by or on behalf of the Company and each Investor.


 


(e)           Binding Effect; Assignment. The rights and obligations of each
party under this Agreement may not be assigned to any other person; provided
that each Investor shall have the right to assign its rights and obligations
hereunder to any of its affiliated investment funds. Except as expressly
provided in this Agreement, this Agreement shall not be construed so as to
confer any right or benefit upon any person other than the parties to this
Agreement, and their respective successors and assigns. This Agreement shall be
binding upon the Company and each Investor and their respective successors and
assigns.


 


(f)            Recapitalization. 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 hereto shall not
take any action inconsistent with the treatment of the Exchange as such.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement 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:

  



 


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EXHIBIT A


 


Shares to be exchanged for Purchased
Loans


 


	
  Investor

  	
   

  	
  Value of Purchased Loans

  Exchanged

  	
   

  	
  Number of Shares

  Received

  	
   

  
	
  CCMP

  	
   

  	
  $

  	
  7,774,586.36

  	
   

  	
  777.458636

  	
   

  
	
  Cayman

  	
   

  	
  $

  	
  1,225,413.64

  	
   

  	
  122.541364

  	
   

  



 


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