REGISTRATION RIGHTS AGREEMENT ALH HOLDING INC. Dated as January 27, 2005Registration Rights Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2005, among ALH Holding, Inc., a Delaware corporation (the “Company”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“OTPP”) those employees of the Company or its subsidiaries and any other Persons who are signatories hereto and each other Person who may become a party to this Agreement pursuant to Section 11.5 (collectively, the “Management Stockholders”, and together with OTPP, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
Alliance Laundry Systems LLC Ripon, Wisconsin 54971 Executive Retention Bonus ProgramExecutive Retention Bonus Program • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies
Reference is made to (i) the Unit Purchase Agreement (the “UPA”) dated as of December 7, 2004, by and among Alliance Laundry Holdings LLC, its Securityholders and ALH Holding Inc. (“ALH”) and (ii) the term sheet letter agreement dated as of December 7, 2004, between ALH and Messrs. L’Esperance, Brothers, Rounds, Przybysz, Gaster, Wallace and Spiller (the “Term Sheet”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALLIANCE LAUNDRY SYSTEMS LLC Dated as of January 27, 2005Limited Liability Company Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Alliance Laundry Systems LLC, a Delaware limited liability company (the “Company”), is entered into as of January 27, 2005, by Alliance Laundry Holdings LLC, a Delaware limited liability company, as the sole member (the “Member”). Unless otherwise defined herein, capitalized terms used herein are defined in Article VIII hereof.
AGREEMENTAgreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies
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”).
ContractSupplemental Indenture • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
This SUPPLEMENTAL INDENTURE, dated as of January 27, 2005, among Alliance Laundry Systems LLC (“Systems LLC”), successor by merger to ALH Finance LLC (“Finance LLC”), Alliance Laundry Corporation (“Laundry Corporation” and, together with Systems LLC, the “Successor Issuers”), successor by merger to ALH Finance Corporation (“Finance Corporation” and, together with Finance LLC, the “Initial Issuers”), Alliance Laundry Holdings LLC (the “Parent”) and The Bank of New York Trust Company, N.A., as trustee under the indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION, dated as of January 27, 2005 (this “Agreement”), among ALH Holding Inc., a Delaware corporation (the “Parent”), ALH Finance LLC, a Delaware limited liability company (“ALH Finance LLC”), and Alliance Laundry Systems LLC, a Delaware limited liability company (“Systems LLC” and, together with ALH Finance LLC and Parent, the parties”).
REGISTRATION RIGHTS AGREEMENT Dated as of January 27, 2005 among ALH FINANCE LLC ALH FINANCE CORPORATION and LEHMAN BROTHERS INC. SCOTIA CAPITAL (USA) INC. RBC CAPITAL MARKETS CORPORATION ABN AMRO INCORPORATED as the Initial PurchasersRegistration Rights Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 27, 2005 by and among ALH Finance LLC, a Delaware limited liability company (“ALH”), ALH Finance Corporation, a Delaware corporation (“ALC” and, together with ALH and prior to the Merger Closings (as defined in the Purchase Agreement), the “Issuers”) and Lehman Brothers Inc., Scotia Capital (USA) Inc., RBC Capital Markets Corporation and ABN AMRO Incorporated (collectively, the “Initial Purchasers”).
GUARANTEE AND COLLATERAL AGREEMENT made by ALLIANCE LAUNDRY HOLDINGS LLC ALLIANCE LAUNDRY SYSTEMS LLC and certain of their Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of January 27, 2005Guarantee and Collateral Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 27, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined below), including the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of January 27, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alliance Laundry Holdings LLC (“Holdings”), Alliance Laundry Systems LLC (the “Borrower”), the Lenders, LEHMAN BROTHERS INC., as sole advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), The Bank of Nova Scotia, as syndication agent (in such capacity, the “Syndication Agent”), LaSalle Bank National Association and Royal Bank of Canada, as docu
SUPPLEMENTAL INDENTURESupplemental Indenture • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of January 20, 2005, by and among Alliance Laundry Systems LLC, a Delaware limited liability company (the “Company”), Alliance Laundry Corporation, a Delaware corporation (“ALC” and, together with the Company, the “Issuers”), the Guarantors identified on the signature pages hereto and The Bank of New York, formerly United States Trust Company of New York, as trustee (the “Trustee”).
ALLIANCE LAUNDRY SYSTEMS LLC AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Wisconsin
THIS AGREEMENT (this “Agreement”) is made as of January 27, 2005, by and between Alliance Laundry Systems LLC, a Delaware limited liability company (the “Company”), and Thomas F. L’Esperance (“Executive”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 10 hereof.
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies
THIS AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT (this “Amendment”) is made as of the 27th day of January, 2005, by and among ALH Holding Inc., a Delaware corporation (“Buyer”), Alliance Laundry Holdings LLC, a Delaware limited liability company (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (the “Seller Representative”), and the other Persons listed on the signature page attached hereto. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
Alliance Laundry Systems LLC Ripon, Wisconsin 54971 Form of Executive Severance Protection and Restrictive Covenant AgreementExecutive Severance Protection and Restrictive Covenant Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies
Reference is made to (i) the Unit Purchase Agreement (the “UPA”) dated as of December 7, 2004, by and among Alliance Laundry Holdings LLC, its Securityholders and ALH Holding Inc. (“ALH”) and (ii) the term sheet letter agreement dated as of December 7, 2004, between ALH and Messrs. L’Esperance, Brothers, Rounds, Przybysz, Gaster, Wallace and Spiller (the “Term Sheet”).
ALLIANCE LAUNDRY SYSTEMS LLC and ALLIANCE LAUNDRY CORPORATION, as Co-Issuers OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 8 1/2% SENIOR SUBORDINATED NOTES DUE 2013, ISSUED ON JANUARY 27, 2005 FOR AN EQUAL PRINCIPAL AMOUNT OF THEIR 8 1/2% SENIOR...Exchange Offer • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies
Enclosed for your consideration is a Prospectus, dated [ , 2005 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Alliance Laundry Systems LLC, a Delaware limited liability company ( “Alliance Laundry”) and Alliance Laundry Corporation, a Delaware corporation (“ALC” and, together with Alliance Laundry, the “Issuers”) to exchange their 8 1/2% Senior Subordinated Notes due 2013 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended, for their 8 1/2% Senior Subordinated Notes due 2013 (the “Old Notes), issued on January 27, 2005, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer are being made in order to satisfy certain obligations of the Issuers contained in the Registration Rights Agreement, dated January 27, 2005, relatin
FORM OF MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
Management Subscription Agreement, dated as of January , 2005 (this “Agreement”), among ALH Holding Inc., a Delaware corporation (the “Company”), and the signatories hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
UNIT PURCHASE AGREEMENT by and among ALLIANCE LAUNDRY HOLDINGS LLC, ITS SECURITYHOLDERS, and ALH HOLDING INC. Dated as of December 7, 2004Unit Purchase Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of December 7, 2004, by and among ALH Holding Inc., a Delaware corporation (“Buyer”), Alliance Laundry Holdings LLC, a Delaware limited liability company (the “Company”), and the Persons listed on the signature pages attached hereto identified as Sellers (the “Sellers”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11 below.
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
ALH Holding Inc. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of January , 2005 between ALH Holding Inc., a Delaware corporation (the “Company”), and «Name» (the “Employee”), pursuant to the ALH Holding Inc. Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
ALLIANCE LAUNDRY HOLDINGS LLC ALLIANCE LAUNDRY SYSTEMS LLC ALH FINANCE LLCCredit Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
CREDIT AGREEMENT, dated as of January 27, 2005, among ALLIANCE LAUNDRY HOLDINGS LLC, a Delaware limited liability company (“Holdings”), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“Alliance Laundry”), ALH FINANCE LLC, a Delaware limited liability company (“ALH Finance”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), THE BANK OF NOVA SCOTIA, as syndication agent (in such capacity, the “Syndication Agent”), LASALLE BANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as co-documentation agents (together, in such capacity, the “Co-Documentation Agents”) and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
STOCKHOLDERS AGREEMENT ALH HOLDING INC. Dated as of January 27, 2005Shareholder Agreements • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
STOCKHOLDERS AGREEMENT, dated as of January 27, 2005 (this “Agreement”), among ALH Holding Inc., a Delaware corporation (the “Company”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“OTPP”), those employees of the Company or its subsidiaries and any other Persons who are the other signatories to this Agreement and each other Person who may become a party to this Agreement pursuant to Section 7.1 (collectively, the “Management Stockholders”, and together with OTPP, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 21.
Joinder to Registration Rights AgreementJoinder to Registration Rights Agreement • February 11th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of January 27, 2005, among ALH Finance LLC, a Delaware limited liability company (the “Company”), ALH Finance Corporation, a Delaware corporation (“ALH” and, together with the Company, the “Issuers”), and Lehman Brothers Inc., Scotia Capital (USA) Inc., RBC Capital Markets Corporation and ABN AMRO Incorporated (collectively, the “Initial Purchasers”) concerning the purchase of the Notes (as defined in the Registration Rights Agreement) from the Issuers by the several Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
