Series A Preferred Share Exchange Acknowledgment between GPS CCMP Acquisition Corp. and CCMP Capital Investors
This agreement, dated July 17, 2009, is between GPS CCMP Acquisition Corp. and CCMP Capital Investors II, L.P. (including its Cayman affiliate). It acknowledges that the investors have transferred certain purchased loans to the company in exchange for Series A Preferred Shares. The number of shares issued matches the cost incurred by the investors to acquire the loans. The agreement references and operates under the terms of a prior Exchange Agreement dated November 25, 2008.
Exhibit 10.16
July 17, 2009
GPS CCMP Acquisition Corp.
c/o CCMP Capital Advisors LLC
245 Park Avenue
16th Floor
New York, New York 10167
Re: Series A Preferred Share Exchanges
Dear Sir/Madam:
Reference is made to that certain Exchange Agreement, dated as of November 25, 2008 (the Exchange 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). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Exchange Agreement.
Through July 17, 2009, the Investors had purchased and settled a total of $154,814,528 principal amount of First and Second Lien Term Loans at an aggregate cost of $77,608,845 (collectively, the Purchased Loans). This letter acknowledges that pursuant to the terms of the Exchange Agreement, the Investors have transferred such Purchased Loans to the Company in exchange for that number of shares of Series A Preferred Stock of the Company (the Preferred Shares), as set forth opposite each such Investors name on Exhibit A hereto, which Preferred Shares shall have an aggregate Series A Preferred Paid-in Capital (as defined in that certain Certificate of Designation dated November 25, 2008) equal to the aggregate cost incurred by the Investors to purchase the Purchased Loans.
| Regards, | |
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| GPS CCMP ACQUISITION CORP. | |
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| By: | /s/ Aaron Jagdfeld |
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| Name: Aaron Jagdfeld |
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| Title: C.E.O. |
AGREED AND ACKNOWLEDGED, |
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as of the date first above written |
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CCMP CAPITAL INVESTORS (CAYMAN) II, L.P. |
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By: CCMP Capital Associates, L.P., |
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its General Partner |
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By: CCMP Capital Associates, GP, LLC, |
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its General Partner |
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By: | /s/ [ILLEGIBLE] |
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Name: |
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Title: |
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CCMP CAPITAL INVESTORS II, L.P. |
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By: CCMP Capital Associates, L.P., |
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its General Partner |
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By: CCMP Capital Associates, GP, LLC, |
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its General Partner |
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By: | /s/ [ILLEGIBLE] |
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Name: |
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Title: |
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