Exhibit 10.110
Execution Copy
AGREEMENT
This Agreement (the "Agreement") is made as of February 23, 2004 among
each of (i) Alliance Laundry Holdings LLC (the "Company"), (ii) TCW Shared
Opportunity Fund IV, L.P., TCW Shared Opportunity Fund IVB, L.P., TCW Shared
Opportunity Fund III, L.P., TCW SHOP III Subsidiary Investment, Inc. and TCW
SHOP IV Subsidiary Investment, Inc. (collectively, "TCW") and (iii) Sankaty
Alliance Corp., Sankaty High Yield Partners II, L.P., Sankaty High Yield
Partners III, L.P. and Sankaty Credit Opportunities, L.P. (collectively,
"Sankaty").
RECITALS
TCW and Sankaty hold (i) Amended and Restated Junior Subordinated
Promissory Notes of the Company, each dated September 12, 2003, in the aggregate
original principal amount of $9,000,000 (the "Promissory Notes") and (ii)
Preferred Units of the Company issued pursuant to the Amended and Restated
Limited Liability Company Agreement of the Company, dated as of May 5, 1998 (the
"LLC Agreement").
The Company may consummate an offering which would be a sale pursuant
to a registration statement filed under the Securities Act of equity securities
(including any securities convertible or exchangeable into or exercisable for
equity securities) of an entity formed by or at the direction of the Company
which acquires an equity interest in the Company and whose ultimate purpose is
to acquire a controlling interest in the Company (a "Newco Holding IPO").
The parties hereto desire to set forth their understanding with respect
to certain matters in connection with a Newco Holding IPO.
NOW, THEREFORE, the parties agree as follows:
1. Agreement.
a. TCW and Sankaty agree to comply with the provisions of Section
4(a) of the Securityholders Agreement, dated as of May 5, 1998, by and among the
Company and its securityholders, in the event that such provisions do not
otherwise apply to a Newco Holding IPO.
b. If a Newco Holding IPO is consummated, then, subject to any
restrictions in the Company's senior credit agreement or senior subordinated
notes indenture, the Company shall fund the following:
(i) first, the prepayment of the then outstanding
principal amount of the Promissory Notes (including any portion thereof which
constitutes capitalized interest),
together with all accrued and unpaid interest thereon, to the holders thereof
upon the consummation of the Newco Holding IPO (pro rata amongst such holders
based upon the principal amount of Promissory Notes held by each); and
(ii) second, the payment of the Unreturned Capital (as
defined in the LLC Agreement) to the holders of Preferred Units (as defined in
the LLC Agreement) upon the consummation of the Newco Holding IPO (pro rata
amongst such holders based upon the liquidation value of the Preferred Units
held by each).
2. Miscellaneous. This Agreement may be executed by telecopy in multiple
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. Transmission by telecopier, receipt
acknowledged, of an executed counterpart of this Agreement shall be deemed to
constitute due and sufficient delivery of such counterpart. Each fully executed
counterpart of this Agreement shall be deemed to be a duplicate original. THIS
AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND
ANY CLAIM OR CONTROVERSY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR
ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND
DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD
REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).
[This space intentionally left blank]
IN WITNESS WHEREOF, the Company, TCW and Sankaty have duly executed
this Agreement as of the date first set forth above.
ALLIANCE LAUNDRY HOLDINGS LLC
/s/ Xxxxxx X. L'Esperance
------------------------------------
Name: Xxxxxx X. L'Esperance
Title: President and Chief
Executive Officer
TCW SHARED OPPORTUNITY FUND IV, L.P.
By: TCW Asset Management Company
Its Investment Advisor
By: /s/ Xxxxxxxx X. Tell, Jr.
---------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
By:/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TCW SHARED OPPORTUNITY FUND IVB,
L.P.
By: TCW Asset Management Company
Its Investment Advisor
By: /s/ Xxxxxxxx X. Tell, Jr.
---------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
By:/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TCW SHARED OPPORTUNITY FUND III,
L.P.
By: TCW Asset Management Company
Its Investment Advisor
By: /s/ Xxxxxxxx X. Tell, Jr.
---------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TCW SHOP III SUBSIDIARY INVESTMENT,
INC.
By: /s/ Xxxxxxxx X. Tell, Jr.
---------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TCW SHOP IV SUBSIDIARY INVESTMENT,
INC.
By: /s/ Xxxxxxxx X. Tell, Jr.
---------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
SANKATY ALLIANCE CORP.
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: President
SANKATY HIGH YIELD PARTNERS II, L.P.
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
SANKATY HIGH YIELD PARTNERS III,
L.P.
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
SANKATY CREDIT OPPORTUNITIES, L.P.
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
