exv10w3






EXHIBIT 10.3




GGEP Management, L.L.C.

GGEP Management (Bermuda) Ltd.

c/o Gilbert Global Equity Capital, L.L.C.

277 Park Avenue, 49th Floor

New York, New York 10172




August 18, 2009




CPM Holdings, Inc.

2975 Airline Circle

Waterloo, Iowa 50701





			
	      Re:	 	Amended and Restated Management and Advisory Services Agreement and Expense
Sharing Agreement




Ladies and Gentlemen:




     Reference is made to (i) that certain letter agreement (the “Prior Advisory
Agreement”), dated August 16, 2007, by and among GGEP Management, L.L.C. (“GGEP
Domestic”), GGEP Management (Bermuda) Ltd. (“GGEP Bermuda”) and CPM Holdings, Inc.
(“Holdings”); (ii) that certain letter agreement (the “Prior Services Agreement”),
dated August 16, 2007, by and among GGEP Domestic, GGEP Bermuda, CPM Acquisition Corp.
(“CPM”) and Crown Acquisition Corp. (“Crown” and together with Holdings and CPM,
the “Companies”); and (iii) that certain Expense Sharing Agreement (the “Expense
Sharing Agreement”), dated December [ ], 2008, by and between Holdings and Gilbert Global
Equity Capital, LLC, a Delaware limited liability company (“GGEC” and together with GGEP
Domestic and GGEP Bermuda, “Gilbert”). Effective as of the date hereof, this letter
agreement (this “Second A&R MASA”) amends, restates and supersedes the Prior Advisory
Agreement, the Prior Services Agreement and the Expense Sharing Agreement in their entirety.



     Gilbert is pleased to provide business, financial and strategic advisory services and
financial advisory and operational performance monitoring services to the Companies during the term
of the engagement.



     In consideration of the mutual promises and covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gilbert and
the Companies hereby agree as follows:



     1. During the term of our engagement, Gilbert will provide the Companies with general
business, financial and strategic advisory services and financial advisory and operational
performance monitoring services which the Companies may reasonably request from time to time.



 









 





     2. Beginning with the calendar quarter beginning on October 1, 2009, and on each January 1,
April 1, July 1 and October 1 thereafter, the Companies will pay Gilbert or, at GGEP Domestic’s
request, Gilbert’s designee, a maintenance fee equal to six hundred twenty-five thousand dollars
($625,000), to be allocated in accordance with GGEP Domestic’s instructions.



     3. Upon receipt of and in accordance with each invoice therefor, the Companies shall
reimburse Gilbert, or Gilbert’s designee, for all expenses incurred by Gilbert personnel or
personnel serving the Companies at Gilbert’s request in connection with attending meetings of the
Board of Directors (including meetings of committees thereof) of the Companies or any of their
affiliates.



     4. If at any time prior to the termination of this Second A&R MASA in accordance with
paragraph 6 hereof, the Companies decide to engage the services of a financial advisor in
connection with any material financial or strategic transaction, including, without limitation, (i)
any offering of the securities of the Companies or any of their subsidiaries (each a
“Subsidiary”), (ii) any sale of a majority of the equity interests in or all or
substantially all of the assets of the Companies or a Subsidiary and (iii) any acquisition by
Holdings or a Subsidiary of a majority of the equity interests in or all or substantially all of
the assets of any company or entity (each of the foregoing, a “Transaction”), then the
Companies will engage Gilbert as such financial advisor.



     5. The fee payable to Gilbert, or, at GGEP Domestic’s request, any designee of Gilbert, in
connection with any engagement pursuant to paragraph 4 hereof shall be equal to an amount
determined by Gilbert (which amount shall not be more than 2.5% of the Aggregate Transaction Value
for the Transaction at issue). For purposes hereof, the term “Aggregate Transaction Value”
shall mean (i) with respect to any acquisition of all or a portion of Holdings or a Subsidiary, an
amount equal to the sum of the fair market value (as determined by Gilbert in good faith) of any
securities issued and any other non-cash consideration delivered and any cash consideration paid to
Holdings or a Subsidiary or any of their stockholders in connection with the Transaction and the
amount of all indebtedness of Holdings or a Subsidiary that is assumed or acquired by a purchaser
or retired or defeased in connection with the Transaction, (ii) with respect to any offering of
securities by Holdings, or a Subsidiary, the gross proceeds of such offering, (iii) with respect to
any acquisition by Holdings or a Subsidiary of all or a portion of any company or any entity, an
amount equal to the sum of the fair market value (as determined by Gilbert in good faith) of any
securities issued and any other non-cash consideration delivered by Holdings or a Subsidiary or any
of their stockholders and any cash consideration paid by Holdings or a Subsidiary or any of their
stockholders in connection with the Transaction and the amount of all indebtedness of Holdings or a
Subsidiary that is incurred in connection with the Transaction or (iv) with respect to any other
form of Transaction, the aggregate value of such Transaction as determined by Holdings and Gilbert
in good faith. The Company will also reimburse Gilbert or any designee for all third-party fees
and out-of-pocket expenses incurred by Gilbert directly in connection with any Transaction or
potential Transaction to which the engagement in Section 4 relates.



     6. This Second A&R MASA shall automatically terminate and be of no further force or effect on
the earliest of (i) August 18, 2017 (the “Termination Date”), (ii) such date as GGEP/CPM
Holdings, LLC (“GGEP/CPM”), together with each other fund or partnership



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controlled by or under common control with GGEP Investments, L.L.C., ceases to own, in the
aggregate, at least thirty percent (30%) of the Common Stock of Holdings originally acquired by
them pursuant to the Stock Purchase Agreement, dated December 31, 2003, between GGEP/CPM, Holdings
and certain other parties (subject to any splits, combinations, reclassifications or similar
transactions affecting such Common Stock) and (iii) the date of any Company’s initial public
offering.




     7. This Second A&R MASA shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties.



     8. This Second A&R MASA shall be construed in accordance with the laws of the State of New
York, without regard to the conflicts of laws principles thereof.



     9. No waiver, amendment or other modification of this Second A&R MASA shall be effective
unless in writing and signed by each party hereto.



     10. This Second A&R MASA may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same document.



[Signatures next page]




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     This Second A&R MASA is effective as of the date first written above. Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to us the enclosed
duplicate of this Second A&R MASA.



	 	 	 	 	 
	 	Very truly yours,



GGEP MANAGEMENT, L.L.C.

 	 
	 	By:  	/s/
Richard W. Gaenzle, Jr. 	 
	 	 	Name:  	Richard W. Gaenzle, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GGEP MANAGEMENT (BERMUDA) LTD.

 	 
	 	By:  	/s/
Richard W. Gaenzle, Jr. 	 
	 	 	Name:  	Richard W. Gaenzle, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GILBERT GLOBAL EQUITY CAPITAL LLC

 	 
	 	By:  	/s/
Richard W. Gaenzle, Jr. 	 
	 	 	Name:  	Richard W. Gaenzle, Jr. 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 









 








	 	 	 	 	 

	AGREED AND ACCEPTED:
	 
	 	 	 	 
	CPM HOLDINGS, INC.
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich 

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CPM ACQUISITION CORP.
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	CROWN ACQUISITION CORP.
	 
	 	 	 	 
	By:

	 	/s/ Douglas Ostrich  

Name:
Douglas Ostrich
	 	 
	 

	 	Title: Secretary