LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
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Pledge Agreement
(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 7.3. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
7.8 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
7.9 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR
OR CONTEMPORANEOUS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.
[Signature Page Follows]
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Pledge Agreement
IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly executed
and delivered by its respective officer thereunto duly authorized as of the date
first above written.
GLOBAL POWER EQUIPMENT GROUP
INC., a Delaware corporation By:
/s/ James P. Wilson
Name:
James P. Wilson
Title:
Chief Financial Officer and V.P. of Finance
DELTAK, L.L.C., a Delaware limited liability company By:
/s/ Monte E. Ness
Name:
Monte E. Ness
Title:
President
BRADEN MANUFACTURING, L.L.C., a Delaware limited liability company By:
/s/ Gene Schockemoehl
Name:
Gene Schockemoehl
Title:
President
DELTAK CONSTRUCTION SERVICES,
INC., a Wisconsin corporation By:
/s/ Monte E. Ness
Name:
Monte E. Ness
Title:
President
BRADEN CONSTRUCTION SERVICES,
INC., a Delaware corporation By:
/s/ Gene Schockemoehl
Name:
Gene Schockemoehl
Title:
President
Pledge Agreement Supplement
ACKNOWLEDGED AND ACCEPTED: BANK OF AMERICA, N.A.,
as Administrative Agent By:
/s/ David A. Johanson
Name:
David A. Johanson
Title:
Vice President
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Pledge Agreement Supplement
EXHIBIT I
FORM OF OPINION
I-1
Form of Opinion
EXHIBIT J
SECURITY AGREEMENT
This SECURITY AGREEMENT, dated as of October 1, 2004 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, this
"Agreement"), is made by GLOBAL POWER EQUIPMENT GROUP INC., a Delaware
corporation (the "Company"),