THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS AND OF THE UNITED STATES DISTRICT
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COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. EACH OF THE UNDERSIGNED FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE
ADDRESS SET FORTH UNDER ITS NAME IN SCHEDULE I HERETO (OR SUCH OTHER ADDRESS AS
IT SHALL HAVE SPECIFIED IN WRITING TO THE ADMINISTRATIVE AGENT AS ITS ADDRESS
FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS. EACH OF THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
EACH OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF THE
ADMINISTRATIVE AGENT AND EACH LENDER PARTY, HEREBY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
GUARANTY, OR ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
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IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as of the
day and year first above written.
BRIGGS & STRATTON POWER PRODUCTS GROUP, LLC
By:
Name:
Title:
SIMPLICITY MANUFACTURING, INC.
By:
Name:
Title:
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Signature page for the Guaranty dated as of February 11, 2005 issued by various
subsidiaries of Briggs & Stratton Corporation (the "Company") in favor of Bank
of America, N.A., as Administrative Agent under the Term Loan Agreement dated as
of February 11, 2005 with the Company and various other parties, and the Lender
Parties referred to in such Guaranty. The undersigned is executing a counterpart
hereof for purposes of becoming a party hereto: [NAME OF SUBSIDIARY]
By:
Name:
Title:
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SCHEDULE I
TO GUARANTY
ADDRESSES
12301 W, Wirth Street
Wauwatosa, Wisconsin 53222
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EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
Bank of America, N.A., as Administrative Agent
1455 Market Street, 5th Floor
Mail Code: CA5-701-05-19
San Francisco, CA 94103
Ladies and Gentlemen:
This certificate is furnished to you by Briggs & Stratton Corporation (the
"Company"), pursuant to Section 7.2(b) of the Term Loan Agreement dated as of
February 11, 2005 among the Company, the financial institutions party thereto
(the "Banks") and Bank of America, N.A., as administrative agent for the Banks
(as the same may be