PERMITTED BY
APPLICABLE LAW.
5.12 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
-11-
Subsidiary Guaranty
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.
5.13 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]
-12-
Subsidiary Guaranty
IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
DELTAK, L.L.C., a Delaware limited liability company, as a Guarantor By:
/s/ Monte E. Ness
Name:
Monte E. Ness
Title:
President
BRADEN MANUFACTURING, L.L.C., a
Delaware limited liability company, as a Guarantor
By:
/s/ Gene Schockemoehl
Name:
Gene Schockemoehl
Title:
President
DELTAK CONSTRUCTION SERVICES, INC.,
a Wisconsin corporation, as a Guarantor
By:
/s/ Monte E. Ness
Name:
Monte E. Ness
Title:
President
BRADEN CONSTRUCTION SERVICES, INC.,
a Delaware corporation, as a Guarantor
By:
/s/ Gene Schockemoehl
Name:
Gene Schockemoehl
Title:
President
ACKNOWLEDGED AND ACCEPTED:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
/s/ David A. Johanson
Name:
David A. Johanson
Title:
Vice President
Subsidiary Guaranty Signature Page
EXHIBIT G
FORM OF JOINDER AGREEMENT
G-1
Form of Joinder Agreement
EXHIBIT H
PLEDGE AGREEMENT
This PLEDGE 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"), and each of the Domestic Subsidiaries of the
Company signatory hereto (such signatories, together with the Additional
Pledgors (as defined in Section 7.2(b)) and the Company, are collectively
referred to as the "Pledgors" and individually as a "Pledgor"), in favor of BANK
OF AMERICA, N.A., as administrative and collateral agent (in such capacity, the
"Administrative Agent") for each of the Secured Parties.
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement, dated as of the date hereof, among the
Company, certain Subsidiaries of the Company, as borrowers (together with the
Company, the "Borrowers"), the various financial institutions as are, or may