facsimile machine, telecopier or electronic mail is to be treated as an
original.
The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature
page thereto) so transmitted is to be considered to have the same binding effect
as an original signature on an original document.
12.
GOVERNING LAW.
This Limited Waiver and the
other Loan Documents and any claim, controversy, dispute or cause of action
(whether in contract or tort or otherwise) based upon, arising out of or
relating to this Limited Waiver or any other Loan Document (except, as to any
other Loan Document, as expressly set forth therein) and the transactions
contemplated hereby and thereby shall be governed by, and construed in
accordance with, the law of the State of New York.
13.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED WAIVER 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 LIMITED WAIVER AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.
14.
HEADINGS.
Section headings in this Limited
Waiver are included herein for convenience of reference only and shall not
constitute a part of this Limited Waiver for any other purpose.
15.
ENTIRE AGREEMENT.
THE CREDIT AGREEMENT, AS
AMENDED AND AFFECTED BY THIS LIMITED WAIVER, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE
PARTIES.
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, this Limited Waiver is executed as of the date first set
forth above.
BORROWER:
GLOBAL POWER EQUIPMENT GROUP INC.
By:
/s/ Raymond K. Guba
Name:
Raymond K. Guba
Title:
Chief Financial Officer
ADMINISTRATIVE AGENT AND LENDERS:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline
Lender, the Issuing Lender and Lender
By:
/s/ Kristine Netjes
Name:
Kristine Netjes
Title:
Senior Vice President
U.S. BANK, NATIONAL ASSOCIATION,
as Syndication Agent and Lender
By:
/s/ Chris Dolence
Name:
Chris Dolence
Title:
Vice President
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By:
/s/ Janet L. Wheeler
Name:
Janet L. Wheeler
Title:
Vice President
JPMORGAN CHASE BANK, N.A.,
as a Lender
By:
/s/ Joseph T. Nash
Name:
Joseph T. Nash
Title:
Underwriting Senior Associate
ACKNOWLEDGED AND AGREED TO:
AS SUBSIDIARY