8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 21, 2006

GLOBAL POWER EQUIPMENT GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-16501	73-1541378
(Commission File Number)	(IRS Employer Identification No.)

6120 S. Yale, Suite 1480, Tulsa, Oklahoma	74136
(Address of Principal Executive Offices)	(Zip Code)

(918) 488-0828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Interim DIP Financing.

As previously announced, on September 28, 2006, Global Power Equipment Group Inc. (the “Company”) and all of its U.S. subsidiaries (collectively, the “Debtors”), filed voluntary petitions for reorganization under chapter 11 of title 11, United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On November 21, 2006, the Bankruptcy Court entered an interim order, subject to approval on a final basis at a hearing scheduled for December 11, 2006, authorizing the Company and its subsidiary, Williams Industrial Services Group, L.L.C. (“Williams”), to enter into a Post-Petition Superpriority Credit Agreement (the “DIP Credit Agreement”) with Bank of America, N.A., as administrative agent and L/C issuer, and each lender from time to time party thereto. The DIP Credit Agreement provides for the issuance of letters of credit under the facility in face amounts up to $10,000,000, but is not permitted to exceed $2,500,000 in the aggregate until the interim order is superseded by a final order of the Bankruptcy Court.

The letter of credit facility will be used solely to support post-petition surety bonds and other obligations of Williams and its subsidiaries required as a condition to their entering into new contracts or due to surety bonding security requirements.

Williams is required to pay a letter of credit fee for each issued letter of credit equal to 4% per annum times the daily amount available to be drawn under such letter of credit computed on a monthly basis in arrears. In addition, Williams is required to pay a fronting fee of 0.25% per annum times the daily amount available to be drawn under such letter of credit computed on a monthly basis in arrears.

In the DIP Credit Agreement, Williams has made certain representations and warranties to the lenders thereunder. In addition, the DIP Credit Agreement provides that, the Company and its subsidiaries are subject to certain reporting requirements and financial and other covenants. The DIP Credit Agreement restricts the Company’s and its subsidiaries’ ability to incur additional indebtedness or to permit any of it properties or assets to be encumbered by liens. The DIP Credit Agreement also restricts the Company’s and its subsidiaries’ ability to make certain types of payments relating to its capital stock, including the declaration or payment of dividends. Consolidations, mergers and sale of assets are also restricted, as is the Company’s and its subsidiaries’ ability to purchase assets and make investments. The covenants also restrict transactions with the Company’s and its subsidiaries’ affiliates and require Williams to maintain certain minimum EBITDA levels.

Unless extended, the commitments under the DIP Credit Agreement will terminate March 31, 2007 or such earlier date as provided in the DIP Credit Agreement.

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A copy of the press release announcing, among other things, the $10 million interim DIP credit facility is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Interim DIP Financing set forth under “Interim DIP Financing” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b), (c), (d) and (e).

Resignations of Larry Edwards and James P. Wilson.

On November 21, 2006, the Company issued a press release announcing that Larry Edwards had resigned as President and Chief Executive Officer of the Company. Mr. Edwards will continue as non-executive Chairman of the Board of Directors of the Company. On the same date, the Company also reported that James P. Wilson had resigned as Vice President of Finance and Chief Financial Officer of the Company. These resignations are each effective as of November 21, 2006. A copy of the press release announcing, among other things, these changes is attached to this Current Report on Form 8-K as Exhibit 99.2.

Appointment of John M. Matheson.

Also on November 21, 2006, the Company announced that the Board of Directors had appointed John M. Matheson as President and Chief Executive Officer of the Company. Mr. Matheson, who previously served as the Company’s Executive Vice President and Chief Operating Officer, replaces Larry Edwards. Mr. Matheson was also named a member of the Company’s Board of Directors, effective November 21, 2006.

Mr. Matheson, age 40, joined the Company in November 2001 and has served the Company in several other senior roles within the Company, including Senior Vice President of the Company, Executive Vice President, Operations of the Company’s Auxiliary Power segment, and as the Company’s general counsel and secretary. Mr. Matheson was responsible for many of the Company’s key strategic initiatives, including mergers and acquisitions and the corporate operations in Asia. He led the restructuring of the Auxiliary Power segment and the acquisitions of Williams Industrial Services Group and Deltak Power Equipment (China). From 1999 to 2001, Mr. Matheson served as Senior Attorney for The Williams Companies, an international energy and telecommunications company, where he was responsible for mergers, acquisitions and securities law matters. Formerly, he was a shareholder with the law firm of Conner & Winters, P.C., in Tulsa, Oklahoma, and was a Certified Public Accountant with Price

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Waterhouse. Mr. Matheson is a graduate of the Advanced Management Program of Harvard Business School, holds a Juris Doctorate from Georgetown University Law Center and a degree with Highest Honors from the University of Oklahoma School of Business.

Also on November 21, 2006, the Company entered into a three year Employment Agreement with Mr. Matheson. Pursuant to Mr. Matheson’s Employment Agreement, Mr. Matheson will earn a base salary of $360,000 per year and will participate in (i) the Company’s employee benefit programs and (ii) the Company’s Management Incentive Compensation Plans, under which he will be eligible for a 80% target bonus (with the actual bonus ranging from 40% to 160%) or, in the event a Management Incentive Compensation Plan is not in effect for any calendar year, to receive substantially the same bonus opportunities as existed during the prior calendar year. In the event Mr. Matheson’s employment is terminated early by Mr. Matheson for Good Reason (as defined in the Form of Employment Agreement) or by the Company without Cause (as defined in the Form of Employment Agreement), he will be entitled, subject to any applicable provisions of the United States Bankruptcy Code, to receive (i) his base salary for a 12-month period or, if more than 12 months remain in the initial three year employment term on the date of termination, through the expiration of the initial term and (ii) if termination occurs more than three months after commencement of a new bonus year, a portion of the bonus earned for the year in which the termination occurred determined on a pro rata basis based on the number of days of such year employed. Mr. Matheson may not compete with the businesses of the Company for a one year period following his termination.

Appointment of Michael E. Hanson.

Also on November 21, 2006, the Company appointed Michael E. Hanson as Chief Financial Officer and Vice President of Finance, replacing James P. Wilson. Mr. Hanson, age 36, who joined the Company in November 2003, previously served as the Company’s Chief Accounting Officer and prior to that, as the Company’s Corporate Controller. Before joining the Company, he was financial controller at Xeta Technologies, a provider of communications solutions and services, from December 2000 to October 2003, as well as an audit manager at Arthur Andersen LLP. A Certified Public Accountant, Mr. Hanson holds a B.S. in Accounting from the University of Tulsa.

On the same date, the Company entered into a two year Employment Agreement with Mr. Hanson. Pursuant to Mr. Hanson’s Employment Agreement, Mr. Hanson will earn a base salary of $220,000 per year and will be entitled to participate in (i) the Company’s employee benefit programs and (ii) the Company’s Management Incentive Compensation Plans, under which he will be eligible for a 55% target bonus (with the actual bonus ranging from 27.5% to 110%) or, in the event a Management Incentive Compensation Plan is not in effect for any calendar year, to receive substantially the same bonus opportunities as existed during the prior calendar year. In the event Mr. Hanson’s employment is terminated early by Mr. Hanson for Good Reason (as defined in the Form of Employment Agreement) or by the Company without Cause (as defined in the Form of Employment Agreement), he will be entitled, subject to any applicable provisions of the United States Bankruptcy Code, to receive (i) his base salary for a 12-month period or, if more than 12 months remain in the initial two year employment term on the date of termination,

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through the expiration of the initial term and (ii) if termination occurs more than three months after commencement of a new bonus year, a portion of the bonus earned for the year in which the termination occurred determined on a pro rata basis based on the number of days of such year employed. Mr. Hanson may not compete with the businesses of the Company for a one year period following his termination.

Form of Employment Agreement.

On November 21, 2006, the Board of Directors of the Company approved a new form of Employment Agreement (the “Form of Employment Agreement”) to be entered into on such date and in the future by and between each of the Company’s executive officers and their respective employing company. A copy of the Form of Employment Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference as though fully set forth herein. The primary differences between the Form of Employment Agreement and the form of employment agreement previously utilized by the Company relate to changes resulting from Section 409A of the Internal Revenue Code of 1986, as amended, including the deletion of the six-month delay in the payment of severance benefits, if any, and a reference to severance benefits, if any, being subject to any applicable provisions of the United States Bankruptcy Code. The Form of Employment Agreement sets forth the executive’s base salary and provides for participation in (i) the Company’s employee benefit programs and (ii) the Company’s Management Incentive Compensation Plans, including the target bonus and range of possible bonuses thereunder. The Form of Employment Agreement also provides that, in the event the executive’s employment is terminated by the Company without Cause (as defined in the Form of Employment Agreement) or by the executive for Good Reason (as defined in the Form of Employment Agreement), the executive will be entitled, subject to any applicable provisions of the United States Bankruptcy Code, to receive the executive’s base salary for a 12-month period or, if more than 12 months remain in the initial employment term on the date of termination, through the expiration of the initial employment term. If termination occurs more than three months after commencement of a new bonus year, the Form of Employment Agreement provides that the executive will be entitled to receive a portion of any bonus earned for the year in which termination occurred determined on a pro rated basis based on the number of days of such year employed. Pursuant to the Form of Employment Agreement, the executive may not compete with the businesses of the Company for a one year period following the executive’s termination.

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Consulting Agreements.

Subject to the approval of the United States Bankruptcy Court for the District of Delaware, the Company intends to enter into a Consulting Agreement with each of Mr. Edwards and Mr. Wilson in order to have each of them provide transition services to the Company on a project by project basis as requested by the Company. Each Consulting Agreement will be for a term of 6 months, and may be extended only by mutual agreement of the parties documented in writing. Mr. Edwards will be paid a rate of $300 per hour, not to exceed $12,000 per week, in arrears, for services performed. Mr. Wilson will be paid a rate of $150 per hour, not to exceed $6,000 per week, in arrears, for services performed. Each of them will be reimbursed for reasonable business expenses paid or incurred directly in connection with the performance of the Services. Each of them agrees not to compete with the businesses of the Company for a one year period following the date of the Consulting Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

10.1 Form of Employment Agreement with executive officers of the Company

99.1 Press Release dated November 21, 2006, regarding interim DIP financing

99.2 Press Release dated November 21, 2006, regarding Company management changes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL POWER EQUIPMENT GROUP INC.
Date: November 28, 2006	By:	/s/ Candice L. Cheeseman
		Candice L. Cheeseman
		Vice President and General Counsel

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Exhibit Index

Exhibit Number	Description
10.1	Form of Employment Agreement with executive officers of the Company
99.1	Press Release dated November 21, 2006, regarding interim DIP financing
99.2	Press Release dated November 21, 2006, regarding Company management changes

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of                     , 20     (the “Effective Date”), by and between Global Power Equipment Group Inc., a Delaware corporation (the “Company”), and                      (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in Section 1 of this Agreement.

WHEREAS, the Company and the Executive desire to enter into an agreement regarding the employment by the Company of the Executive effective as of the Effective Date[, which agreement shall supersede the Executive’s current Employment Agreement, dated as of                         , between the Company and the Executive (the “Old Employment Agreement”)]; and

WHEREAS, the Executive is entrusted with knowledge of the particular business methods of the Company and its Subsidiaries and is trained and instructed in the particular operation methods of the Company and its Subsidiaries, and the relationship between the Company and the Executive is one in which the Company places special trust and confidence in the Executive.

NOW, THEREFORE, in consideration of employment and in further consideration of these mutual covenants and agreements, the parties hereto, each intending to be bound, covenant and agree as follows:

1. Definitions. As used herein, the following terms shall have the following meanings:

“Additional Employment Term” has the meaning set forth in Section 2(d)(i) of this Agreement.

“Affiliate” means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any Person who is an individual, “Affiliates” shall also include, without limitation, any member of such individual’s Family Group.

“Base Salary” has the meaning set forth in Section 2(c)(i) of this Agreement.

“Benefits” has the meaning set forth in Section 2(c)(ii) of this Agreement.

“Board” means the Company’s Board of Directors.

“Bonus” means awards under the MIC Plan or a New MIC Plan.

“Bonus Year” means an annual bonus period under the MIC Plan or a New MIC Plan.

“Businesses” has the meaning set forth in Section 5(a) of this Agreement.

“Cause” means the occurrence of any one of the following as determined by the Board: (i) a material breach of the Executive’s covenants under Section 4 or Section 5 of this Agreement; (ii) the commission by the Executive of a felony, or any crime involving theft, dishonesty or moral turpitude; (iii) the commission by the Executive of act(s) or omission(s) which are willful and deliberate acts intended to harm or injure the business, operations, financial condition or reputation of the Company or any Affiliate of the Company; (iv) the Executive’s disregard of the directives of the Board; (v) the Executive’s drunkenness or use of drugs which interferes with the performance of the Executive’s duties under this Agreement, which drunkenness or use of drugs continues after receipt of notice to the Executive from the Company of his violation of this provision; or (vi) any attempt by the Executive to secure any personal profit in connection with the business of the Company unless given prior written approval by unanimous consent of the Board.

“Confidential Information” has the meaning set forth in Section 4(a)(i) of this Agreement.

“Disability” means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

“Effective Date” has the meaning set forth in the opening paragraph of this Agreement.

“Employment Period” has the meaning set forth in Section 2(d)(ii) of this Agreement.

“Employment Term” has the meaning set forth in Section 2(d)(i) of this Agreement.

“Family Group” means, with respect to any Person who is an individual: (i) such Person’s spouse, former spouse and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, “relatives”) or

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(ii) the trustee, fiduciary or personal representative of such Person and any trust solely for the benefit of such Person and/or such Person’s relatives.

“Geographical Area” has the meaning set forth in Section 5(a) of this Agreement.

“Good Reason” for resignation by the Executive means his resignation because of: (i) a material reduction in the annual base salary of the Executive, a material reduction in the employee benefits granted to the Executive, or a material reduction in the Executive’s percentage participation in the MIC Plan prior to the approval and adoption of a New MIC Plan or a material reduction in the Executive’s percentage participation in any New MIC Plan from the percentage previously awarded to the Executive if and when a New MIC Plan is approved and adopted, (ii) a modification to the MIC Plan as in effect on the date hereof which materially and adversely affects the determination of the Executive’s bonus with respect to the 20    calendar year or thereafter if the MIC Plan continues to be in effect for any calendar year after the 20    calendar year unless such modification is generally applicable to all participants in the MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iii) a modification to a New MIC Plan, which modification materially and adversely affects the determination of the Executive’s bonus for any calendar year for which such New MIC Plan is applicable, unless such modification is generally applicable to all participants in the New MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iv) a requirement that the Executive be based at any office or location more than 50 miles from             ,             , or (v) a removal of the Executive as                      [and                     ] of the Company by action of the Board, in each case, other than with the consent of the Executive.

“Initial Employment Period” has the meaning set forth in Section 2(d)(i) of this Agreement.

“Management Board Member” means any member of the Board who is also a full-time employee of the Company or any of its Subsidiaries.

“MIC Plan” means the Company’s and its Subsidiaries’ Management Incentive Compensation Program for the 20     calendar year and thereafter until a New MIC Plan is approved and adopted.

“New MIC Plan” means the Company’s and its Subsidiaries’ Management Incentive Compensation Program or Plan approved and adopted by the Board to be effective for any calendar year after 20__.

“Noncompete Period” has the meaning set forth in Section 5(a) of this Agreement.

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[“Old Employment Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement.]

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Post-Termination Period” has the meaning set forth in Section 5(a) of this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, limited liability company, association or other business entity.

“Termination Date” means the date of the Executive’s separation of service from the Company or any of its Subsidiaries for reasons other than death, as determined under Section 409A of the Code and applicable guidance thereunder; provided, however, that in the event such determination cannot be made under such Section 409A and/or guidance, “Termination Date” shall mean the date that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason other than death.

“Work Product” has the meaning set forth in Section 3 of this Agreement.

2. Employment.

(a) Employment. The Company agrees to employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Period (as herein defined).

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(b) Positions and Duties.

(i) Commencing on the date hereof and continuing during the Employment Period, the Executive shall serve as an employee and the                      [and                     ] of the Company under the supervision and direction of the Board and shall have the normal duties, responsibilities and authority of a                      [and             ] of a corporation and such other duties as shall be assigned to the Executive by the Board from time to time.

(ii) The Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity which does not constitute Disability) to the business and affairs of the Company. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. The foregoing shall not preclude the Executive from devoting reasonable time to civic and charitable affairs and with the consent of the Board serving on a maximum of one board of a for-profit entity other than the Board or the board of directors of any Subsidiary of the Company, provided that such activity does not interfere in any material respect with the performance of his duties hereunder. The Executive shall perform all services in accordance with the policies, procedures and rules established by the Company. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company, its Subsidiaries and their employees, directors and officers.

(c) Base Salary and Benefits.

(i) Base Salary. During the Employment Period, the Executive’s base salary shall be in an amount set by the Board, but under no circumstances will be less than $             per annum (the “Base Salary”), which salary shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. On an annual basis, the Board shall review and determine the appropriateness of an increase in the Base Salary as in effect as of the date of such review.

(ii) Benefits. During the Employment Period, in addition to the Base Salary payable to the Executive pursuant to Section 2(c)(i) hereof, the Executive shall be entitled to participate in the following employee benefit programs, plans and policies (collectively, the “Benefits”):

(A) The employee benefit programs (including, but not limited to, option plans and benefit programs which provide group pension, life and health insurance and other medical benefits) that the Company, with the approval of the Board, now or hereafter makes available generally to its management as well as the employee benefits listed on Exhibit A hereto; provided that any awards under any option plans shall be set by the Board, in its sole discretion;

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(B) During calendar year 20    and thereafter, the MIC Plan or any New MIC Plan, with any awards thereunder to be set by the Board at a level of no less than a             % target bonus (with the actual bonus ranging from             % to             %), it being understood and agreed that if the MIC Plan or a New MIC Plan is not in place during any calendar year, the Executive will have substantially the same bonus opportunities as existed under the MIC Plan or a New MIC Plan during the prior calendar year; and

(C) The Company’s Club Membership Policy (which, subject to certain limitations, provides for payment of an initiation fee and monthly fees).

(iii) Expenses. The Company shall reimburse the Executive for all reasonable and necessary business expenses incurred by the Executive in performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses subject to the Company’s receipt of supporting documentation in accordance with the Company’s customary reporting and documentation provisions.

(d) Term.

(i) This Agreement is an employment contract for a term of             (    ) years beginning as of the Effective Date and ending on the              anniversary of the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term, and at the end of each Additional Employment Term (as herein defined), unless the Company (with the approval of the Board) has provided the Executive with at least sixty (60) days advance written notice, so long as the Executive continues to be employed by the Company, this employment contract shall automatically renew for a term of one (1) year (each such additional term, an “Additional Employment Term”). The Initial Employment Term and each Additional Employment Term shall be referred to herein as an “Employment Term.” Notwithstanding the foregoing, each Employment Term is subject to early termination (x) by reason of the Executive’s death or Disability, (y) by resolution of the Board with or without Cause, or (z) upon the Executive’s voluntary resignation with or without Good Reason. For all purposes under this Agreement, a delivery of a notice by the Company to the Executive pursuant to this Section 2(d)(i) to avoid an Additional Employment Term shall be treated as if an Employment Term has been terminated early by resolution of the Board without Cause.

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(ii) The period of the Initial Employment Term together with each Additional Employment Term, if any, shall be referred to herein as the “Employment Period.” Notwithstanding any termination of the Executive’s employment by the Company, this Agreement shall remain a valid and enforceable contract between the parties, including without limitation Sections 3, 4 and 5 hereof.

(e) Employment Termination.

(i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date).

(ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of death, (y) if the Termination Date or date of death is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable.

(iii) Subject to the restrictions or conditions, if any, of any applicable provisions of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), if any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the last sentence of this section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve-month period beginning on the Termination Date; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date, (x) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three-month

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period beginning on the Termination Date, (y) if the Termination Date is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year, which payment will be made when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding these payments or benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to this Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to sue and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates.

(iv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law).

(v) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease.

(vi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

3. Work Product. The Executive agrees that all inventions, drawings, improvements, developments, methods, processes, programs, designs and all similar or related

8

information which relates to the Company’s or any of its Subsidiaries’ actual or anticipated business or research and development or existing or future products or services and which are conceived, developed, contributed to or made by the Executive (either solely or jointly with others) while employed by the Company or any of its Subsidiaries (“Work Product”) shall be the sole and exclusive property of the Company or any such Subsidiary. The Executive will promptly disclose such Work Product to the Company and perform all actions requested by the Company (whether during or after employment) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

4. Confidential Information.

(a) The Executive acknowledges:

(i) That the Work Product, artificial intelligence systems, information, customer lists, goodwill, observations and data disclosed to, developed by or obtained by him while employed by the Company or any of its Subsidiaries concerning the business or affairs of the Company or any such Subsidiary (including without limitation the Company’s and its Subsidiaries’ technology, methods of doing business and supplier and customer information) (collectively, “Confidential Information”) are highly confidential and uniquely valuable to the Company and its Subsidiaries;

(ii) That such Confidential Information is and shall continue to be the property of the Company or any such Subsidiary;

(iii) That the Company and each of its Subsidiaries has a proprietary interest in their respective Confidential Information, including without limitation the identity of their respective customers and suppliers, solicited customers, customer and supplier lists;

(iv) That the continued success of the Company and its Subsidiaries depends in large part on keeping the Confidential Information from becoming known to competitors of the Company and its Subsidiaries; and

(v) That the Company and its Subsidiaries will be irreparably harmed by disclosure of any Confidential Information.

(b) Therefore, the Executive agrees:

(i) That, during his employment and for all times thereafter, except as required by law or court order, he shall not directly or indirectly disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act;

9

(ii) To use his best efforts and diligence to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss or theft;

(iii) That upon the Termination Date or at any other time the Company may request, for whatever reason, the Executive shall deliver (and in the event of the Executive’s death or Disability, his representative shall deliver) to the Company all computer equipment or backup files of or relating to the Company and its Subsidiaries, all memoranda, correspondence, customer data, notes, plans, records, reports, manuals, photographs, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, the Work Product or the business of the Company or any of its Subsidiaries which he may then possess or have under his control. If the Company requests, the Executive (or his representative) agrees to provide written confirmation that the Executive has returned all such materials to the Company or one of its Subsidiaries; and

(iv) That upon the Termination Date or at any other time the Company may request, for whatever reason, the Executive shall assign all rights, title and interest in the Confidential Information, the Work Product, all computer equipment or backup files of or relating to the Company or any of its Subsidiaries, all memoranda, correspondence, customer data, notes, plans, records, reports, manuals, photographs, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, the Work Product or the business of the Company or any of its Subsidiaries which the Executive may then possess, has under his control, or has ever developed, obtained, or contributed to during his tenure with the Company.

5. Noncompete, Nonsolicitation.

(a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the “Noncompete Period”), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or any of its Subsidiaries as such businesses (the “Businesses”) exist during the Executive’s employment by the Company, within the United States or any other geographical area in which the Company or any of its Subsidiaries engages or plans to engage in the Businesses (the “Geographical Area”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, “Post-Termination Period” means the twelve (12) month period beginning on the Termination Date.

10

(b) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, including without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company or any of its Subsidiaries, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Executive’s employment period, or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or any of its Subsidiaries.

(c) The Executive agrees that: (i) the covenants set forth in this Section 5 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement.

(d) If, at the time of enforcement of this Section 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

(e) The Executive recognizes and affirms that in the event of his breach of any provision of this Section 5, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Section 5, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

6. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, sent via a nationally recognized overnight courier, charges prepaid, or sent via facsimile. Such notices, demands and other communications will be sent to the address indicated below:

11

To the Company:
	Global Power Equipment Group Inc.
	6120 South Yale, Suite 1480
	Tulsa, OK 74136
	Attention: Secretary
	Facsimile No.: (918) 274-2367

To the Executive:
	at the Executive’s last address or facsimile
	number on the records of the Company

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party; provided, that the failure to deliver copies of notices as indicated above shall not affect the validity of any notice. Any such notice, demand or other communication shall be deemed to have been received (i) when delivered, if personally delivered, or sent by nationally-recognized overnight courier or sent via facsimile or (ii) on the third business day following the date on which the piece of mail containing such notice, demand or other communication is posted if sent by certified or registered mail.

7. Miscellaneous.

(a) Warranty by the Executive. The Executive represents and warrants to the Company that he is not a party to any agreement containing a noncompetition provision or other restriction with respect to (i) the nature of any services or business which he is entitled to perform or conduct for the Company under this Agreement, or (ii) the disclosure or use of any information which directly or indirectly relates to the nature of the business of the Company or any of its Subsidiaries or the services to be rendered by the Executive under this Agreement.

(b) Severability. If any provision or clause of this Agreement, or portion thereof shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion. It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the area matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(c) Complete Agreement. This Agreement shall embody the complete agreement and understanding among the Executive, the Company and/or any of its Subsidiaries and supersedes and preempts any prior understandings, agreements or representations by or among such parties, written or oral, which may have related to the subject matter hereof in any way, including, but not limited to, the Old Employment

12

Agreement. This Agreement does not supersede any agreements evidencing the grant of options or long-term incentives to the Executive under the Company’s 2000 Option Plan, the Company’s 2001 Option Plan, the Company’s 2004 Stock Incentive Plan or any future equity plan of the Company.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Successors and Assigns, Transfer. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Executive and the Company and their respective successors, heirs and assigns.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to any rules, principles or provisions of choice of law or conflict of laws.

(g) Remedies. The Company and the Executive will be entitled to enforce its or his respective rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees and expenses) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its or his favor. The parties hereto agree and acknowledge that the Company will suffer irreparable harm and money damages may not be an adequate remedy for any breach of the provisions of this Agreement by the Executive and that the Company may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company (with the approval of the Board) and the Executive.

13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

GLOBAL POWER EQUIPMENT GROUP INC.

By:

Name:

Title:

[Insert Name of Executive]

14

Exhibit A

Benefits Schedule

[Insert Name of Executive]

[Indicate Applicable Benefits with a #]

Medical Insurance

Dental Insurance

Short Term Disability

Long Term Disability

Salary Continuation*

Life Insurance

Accidental Death & Dismemberment

Travel Accident Insurance

9 Paid Holidays Per Year

4Weeks Paid Vacation Per Year

Profit Sharing Plan

401(k) Plan

Flex Benefit Plan

Preparation of Annual Taxes

* If disabled, the Company would pay the difference between his regular salary and the benefit Short Term Disability would pay for up to six months.

15

EX-99.1

Exhibit 99.1

Global Power Equipment Group Receives Commitment

For Up To $85 Million In DIP Financing From Morgan Stanley;

Obtains $10 Million Interim DIP Credit Facility

TULSA, Oklahoma, November 21, 2006 – Global Power Equipment Group Inc. (OTC: GEGQQ.PK) (“Global Power”) today announced that it has received a commitment from Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) for debtor-in-possession (DIP) credit facilities in an aggregate amount of up to $85 million.

The DIP credit facilities are subject to further due diligence by Morgan Stanley and certain other customary conditions, including approval by the United States Bankruptcy Court for the District of Delaware. Among other purposes, the proceeds of the DIP credit facilities will be used to refinance Global Power’s existing senior secured revolving debt and term loan, facilitate bonding and performance obligations under letters of credit, and provide further liquidity to Global Power in support of its ordinary course business operations.

Global Power also announced the closing today of an interim DIP credit facility in an aggregate amount of $10 million arranged by Bank of America, the proceeds of which will be used to support a letter of credit facility for Global Power’s Williams Industrial Services Group business until such time as the DIP credit facilities to be provided by Morgan Stanley become available.

John Matheson, President and Chief Executive Officer of Global Power, said, “We are pleased with the progress we are making in ensuring that Global Power continues to have adequate levels of financing to stabilize our operations and meet customer needs as we move forward with our reorganization. The interim DIP credit facility arranged by Bank of America fills a unique need of our Williams business, which requires letters of credit and bonding in its ongoing work. At the same time, we are pleased to have secured a commitment from Morgan Stanley to provide permanent DIP credit facilities for use by our entire organization.”

About Global Power Equipment Group

Oklahoma based Global Power Equipment Group Inc. is a leading design, engineering and manufacturing firm providing a broad array of equipment and services to the global energy, power infrastructure and process industries. The Company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, and has over 30 years of power generation industry experience. The Company’s equipment is installed in power plants and in industrial

operations in more than 40 countries on six continents and believes, in its product lines, it has one of the largest installed bases of equipment for power generation in the world. In addition, the Company provides its customers with value-added services including engineering, retrofit, maintenance, repair and general plant services. Additional information about Global Power Equipment Group may be found at www.globalpower.com.

Statements contained in this release regarding the Company’s or management’s intentions, beliefs, expectations, or predictions for the future, including, but not limited to, those regarding anticipated operations and operating results, are forward-looking statements within the meaning of U.S. federal securities laws and are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected, including, but not limited to, completion of the audit of the Company’s restated financial statements and 2005 annual financial statements; completion of the Company’s 2005 quarterly financial statements; the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of any debtor-in-possession financing facility; the ability of the Company to obtain and maintain normal terms with vendors, suppliers and service providers; the Company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the pending Chapter 11 cases filed by the Company and all of its U.S. subsidiaries on September 28, 2006 in the United States Bankruptcy Court for the District of Delaware (the “Chapter 11 cases”) to reorganize their financial affairs on the Company’s liquidity or results of operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/ or retain key executives and managers and employees; the ability of the Company to attract and retain customers; the Company’s ability to obtain court approval with respect to motions in the Chapter 11 cases prosecuted by it from time to time; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; and the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases. Some of the other factors that could cause actual results to differ materially from those in, or implied by, the forward looking statements, include decreased demand for new gas turbine power plants; the loss of any of the Company’s major customers; the cancellation of projects; project cost overruns, including increases in prices for energy or for materials such as steel, and unforeseen schedule delays; competition for the sale of the Company’s products or services; poor performance by the Company’s subcontractors; warranty and product liability claims; changes in the economic, social and political conditions in the countries in which the Company operates, including fluctuations in foreign currency exchange rates; and other factors set forth under “Risk Factors” in the Company’s Form 10-K for the period ended December 31, 2004, and other reports on file with the U.S. Securities and Exchange Commission. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

Global Power Equipment Group Inc., 6120 S. Yale, Suite 1480, Tulsa, OK 74136 U.S.A.

Phone: 1-918 488-0828 FAX: 1-918 488-8389

Contacts:

Investors

Michael Hanson

Chief Financial Officer

Global Power Equipment Group

918-274-2357

Media

Joseph Kuo

Partner

Kekst and Company

212-521-4863

Global Power Equipment Group Inc., 6120 S. Yale, Suite 1480, Tulsa, OK 74136 U.S.A.

Phone: 1-918 488-0828 FAX: 1-918 488-8389

EX-99.2

Exhibit 99.2

Global Power Equipment Group Names

John Matheson President and Chief Executive Officer

Appoints New CFO and New President of Deltak Specialty Boiler Division

TULSA, Oklahoma, November 21, 2006 – Global Power Equipment Group Inc. (OTC: GEGQQ.PK) (“Global Power”) today announced a number of key management changes, effective immediately, including the appointment of John Matheson as President and Chief Executive Officer. Mr. Matheson, who previously served as the company’s Executive Vice President and Chief Operating Officer, replaces Larry Edwards, who will remain as the company’s non-executive Chairman of the Board. Mr. Matheson was also named a member of the company’s Board of Directors.

Mr. Matheson has also served in several other senior roles within the company, including Senior Vice President of Global Power, Executive Vice President, Operations of the Auxiliary Power segment and as the Company’s general counsel and secretary. During these roles, Mr. Matheson was responsible for many of the Company’s key strategic initiatives, including mergers and acquisitions and the corporate operations in Asia. He led the reorganization of the Auxiliary Power segment and the acquisitions of Williams Industrial Services Group and Deltak Power Equipment (China). Prior to joining the Company, he was with The Williams Companies, an international energy and telecommunications company, where he was responsible for mergers, acquisitions and securities law matters. Formerly, he was a shareholder with the law firm of Conner & Winters, P.C., in Tulsa, Oklahoma, and was a Certified Public Accountant with Price Waterhouse. Mr. Matheson is an alumnus of Harvard Business School, Georgetown University Law Center, and the University of Oklahoma School of Business.

Commenting on John Matheson’s appointment, Larry Edwards said, “John is an exceptional executive who, during his tenure with the company, has demonstrated his ability to lead through our current challenges while continuing to focus on the daily business activities and long term vision of the company. John’s strong business sense and commitment to customer and employee satisfaction will make him a great leader for Global Power, now, and as we emerge from the restructuring process a stronger company.”

John Matheson said, “We thank Larry for his many past and ongoing contributions to the company over his last 30 years of service. Going forward, our immediate priorities will be to stabilize our businesses, see that our operations continue meeting our customers’ needs, and driving a successful conclusion to our restructuring effort. Longer-term, we remain focused on favorably positioning Global Power in our markets, which we continue to believe have strong potential.”

Global Power also announced the appointment of Michael Hanson to Chief Financial Officer, replacing Jim Wilson, who had previously announced his retirement. Mr. Hanson previously served as the Company’s Chief Accounting Officer, and prior to that, as the company’s Corporate Controller. Before joining Global Power, he was financial controller at Xeta Technologies, a provider of communications solutions and services, as well as an audit manager at Arthur Andersen LLP. A Certified Public Accountant, Mr. Hanson holds a B.S. in Accounting from the University of Tulsa.

Jeff Davis has also been named President of the Deltak Specialty Boiler Systems division of Deltak, LLC. Mr. Davis first joined Deltak in 1985, and has served in a range of positions within its engineering, sales and management teams. He holds a B.S. in Chemical Engineering from the University of Colorado.

Mr. Matheson concluded, “Global Power has significant bench strength within its management team. The promotions of Mike and Jeff bring a deep understanding of our company, our customers and the markets we serve. Our entire senior management team shares a commitment for a rapid and successful restructuring process that positions Global Power for enhanced future opportunities. And most of all, we continue to thank our customers, employees and other key stakeholders in maintaining their confidence in our company.”

About Global Power Equipment Group

Oklahoma based Global Power Equipment Group Inc. is a leading design, engineering and manufacturing firm providing a broad array of equipment and services to the global energy, power infrastructure and process industries. The Company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, and has over 30 years of power generation industry experience. The Company’s equipment is installed in power plants and in industrial operations in more than 40 countries on six continents and believes, in its product lines, it has one of the largest installed bases of equipment for power generation in the world. In addition, the Company provides its customers with value-added services including engineering, retrofit, maintenance, repair and general plant services. Additional information about Global Power Equipment Group may be found at www.globalpower.com.

Statements contained in this release regarding the Company’s or management’s intentions, beliefs, expectations, or predictions for the future, including, but not limited to, those regarding anticipated operations and operating results, are forward-looking statements within the meaning of U.S. federal securities laws and are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those projected, including, but not limited to, completion of the audit of the Company’s restated financial statements and 2005 annual financial statements; completion of the Company’s 2005

Global Power Equipment Group Inc., 6120 S. Yale, Suite 1480, Tulsa, OK 74136 U.S.A.

Phone: 1-918 488-0828 FAX: 1-918 488-8389

quarterly financial statements; the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of any debtor-in-possession financing facility; the ability of the Company to obtain and maintain normal terms with vendors, suppliers and service providers; the Company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the pending Chapter 11 cases filed by the Company and all of its U.S. subsidiaries on September 28, 2006 in the United States Bankruptcy Court for the District of Delaware (the “Chapter 11 cases”) to reorganize their financial affairs on the Company’s liquidity or results of operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/ or retain key executives and managers and employees; the ability of the Company to attract and retain customers; the Company’s ability to obtain court approval with respect to motions in the Chapter 11 cases prosecuted by it from time to time; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; and the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases. Some of the other factors that could cause actual results to differ materially from those in, or implied by, the forward looking statements, include decreased demand for new gas turbine power plants; the loss of any of the Company’s major customers; the cancellation of projects; project cost overruns, including increases in prices for energy or for materials such as steel, and unforeseen schedule delays; competition for the sale of the Company’s products or services; poor performance by the Company’s subcontractors; warranty and product liability claims; changes in the economic, social and political conditions in the countries in which the Company operates, including fluctuations in foreign currency exchange rates; and other factors set forth under “Risk Factors” in the Company’s Form 10-K for the period ended December 31, 2004, and other reports on file with the U.S. Securities and Exchange Commission. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

Contacts:

Investors

Michael Hanson

Chief Financial Officer

Global Power Equipment Group

918-274-2357

Media

Joseph Kuo

Partner

Kekst and Company

212-521-4863

Global Power Equipment Group Inc., 6120 S. Yale, Suite 1480, Tulsa, OK 74136 U.S.A.

Phone: 1-918 488-0828 FAX: 1-918 488-8389