ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies • Wisconsin
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of June, 2006 by and between SANKOSHA ENGINEERING CO., LTD. (“Purchaser”), a Japanese corporation, and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“Seller”).
ContractAlliance Laundry Corp • August 10th, 2006 • Wholesale-machinery, equipment & supplies • New York
FIRST AMENDMENT dated as of July 14, 2006 (the “First Amendment”), to the Credit Agreement dated as of January 27, 2005 (the “Credit Agreement”), 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 thereto (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, LASALLE BANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as co-documentation agents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise defined herein shall have the respe
AMENDMENT NO. 1 TO THE PURCHASE AGREEMENTThe Purchase Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies • New York
THIS AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT (this “Amendment”) is made as of the 13th day of July, 2006, by and among Alliance Laundry Systems LLC, a Delaware corporation, Laundry Systems Group NV, a limited liability company organized and existing under the laws of Belgium, Cissell Manufacturing Company, a Rhode Island corporation, Jensen USA Inc., a North Carolina corporation, and LSG North America, Inc., a North Carolina corporation. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
AMENDMENT AND RESTATEMENT AGREEMENT relating to a Share Purchase Agreement dated 23 May 2006Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies
Notwithstanding the foregoing, on the Closing Date, the Company will still owe an amount of EUR 5,105,846 (five million one hundred and five thousand eight hundred forty-six Euro) to the Seller (the “IPSO Debt”), resulting from the outstanding balances (including interest thereon), at the Closing Date, under:
SUPPLY AGREEMENT BY AND BETWEEN JENSEN USA INC. AND ALLIANCE LAUNDRY SYSTEMS LLC Dated as of July 14, 2006Supply Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies • New York
This supply agreement (the “Agreement”) is made as of July 14, 2006, by and between ALLIANCE LAUNDRY SYSTEMS LLC, a limited liability company incorporated in Delaware, having offices located at Shepard Street, Ripon, Wisconsin 54971, U.S.A. (hereinafter called “Alliance”) and Jensen USA, Inc., a North Carolina corporation, having offices located at 99 Aberdeen Loop Road, Panama City, Florida 32405 (hereinafter called the “Supplier”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them in the Purchase Agreement (as defined below).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies • Wisconsin
This Trademark License Agreement (the “Agreement”), dated and effective as of the 15th day of June, 2006 (the “Effective Date”), by and between SANKOSHA ENGINEERING CO., LTD., a Japanese corporation (“Licensor”) and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“Licensee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies
PURCHASE AGREEMENT Dated May 23, 2006 By and Among Alliance Laundry Systems LLC and Laundry Systems Group NV and Cissell Manufacturing Company and Jensen USA Inc. and LSG North America, Inc.Purchase Agreement • August 10th, 2006 • Alliance Laundry Corp • Wholesale-machinery, equipment & supplies • New York
PURCHASE AGREEMENT dated as of May 23, 2006 (this “Agreement”), by and among Alliance Laundry Systems LLC, a Delaware limited liability company (the “Buyer”), Laundry Systems Group NV, a limited liability company organized and existing under the laws of Belgium (“LSG”), Cissell Manufacturing Company, a Rhode Island corporation (“Cissell”), Jensen USA Inc., a North Carolina corporation (“Jensen”), LSG North America, Inc., a North Carolina corporation (“LSG North America” and, together with LSG, Cissell and Jensen, the “Sellers”). Capitalized terms used in this Agreement are defined in Section 11.1.
